0001140361-23-058494.txt : 20231219 0001140361-23-058494.hdr.sgml : 20231219 20231219214307 ACCESSION NUMBER: 0001140361-23-058494 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231215 FILED AS OF DATE: 20231219 DATE AS OF CHANGE: 20231219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LUMINUS MANAGEMENT LLC CENTRAL INDEX KEY: 0001279151 ORGANIZATION NAME: STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35467 FILM NUMBER: 231499202 BUSINESS ADDRESS: STREET 1: 1811 BERING DRIVE STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 212-424-2868 MAIL ADDRESS: STREET 1: 1811 BERING DRIVE STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77057 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Barrett Jonathan Dan CENTRAL INDEX KEY: 0001731639 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35467 FILM NUMBER: 231499200 MAIL ADDRESS: STREET 1: 1700 BROADWAY STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Luminus Energy Partners Master Fund, Ltd. CENTRAL INDEX KEY: 0001405850 ORGANIZATION NAME: STATE OF INCORPORATION: D0 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35467 FILM NUMBER: 231499201 BUSINESS ADDRESS: STREET 1: 1700 BROADWAY, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 615-3450 MAIL ADDRESS: STREET 1: 1700 BROADWAY, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BATTALION OIL CORP CENTRAL INDEX KEY: 0001282648 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 200700684 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 820 GESSNER ROAD STREET 2: SUITE 1100 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 832-538-0300 MAIL ADDRESS: STREET 1: 820 GESSNER ROAD STREET 2: SUITE 1100 CITY: HOUSTON STATE: TX ZIP: 77024 FORMER COMPANY: FORMER CONFORMED NAME: HALCON RESOURCES CORP DATE OF NAME CHANGE: 20120209 FORMER COMPANY: FORMER CONFORMED NAME: RAM ENERGY RESOURCES INC DATE OF NAME CHANGE: 20060518 FORMER COMPANY: FORMER CONFORMED NAME: TREMISIS ENERGY ACQUISITION CORP DATE OF NAME CHANGE: 20040304 4 1 form4.xml X0508 4 2023-12-15 0001282648 BATTALION OIL CORP BATL 0001279151 LUMINUS MANAGEMENT LLC 1811 BERING DRIVE SUITE 400 HOUSTON TX 77057 true 0001405850 Luminus Energy Partners Master Fund, Ltd. 1811 BERING DRIVE SUITE 400 HOUSTON TX 77057 true 0001731639 Barrett Jonathan Dan 1811 BERING DRIVE SUITE 400 HOUSTON TX 77057 true false Series A-2 Redeemable Convertible Preferred Stock 2023-12-15 4 A 0 17211 A Common Stock 17211 I See Footnote Shares reported herein are held by Luminus Energy Partners Master Fund, Ltd. ("Master Fund") for which Luminus Management, LLC serves as the investment manager. Jonathan Barrett is the ultimate beneficial owner of Luminus Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. Pursuant to a Purchase Agreement dated as of December 15, 2023 (the "Series A-2 Purchase Agreement"), on December 15, 2023 (the "Issuance Date"), Master Fund acquired from the Issuer 17,211 shares of Series A-2 Redeemable Convertible Preferred Stock of the Issuer, par value $0.0001 per share ("Series A-2 Preferred Shares") convertible into shares of Common Stock for an aggregate purchase price of approximately $16.8 million. Pursuant to the Certificate of Designations contemplated by the Series A-2 Purchase Agreement (the "Series A-2 Certificate of Designations"), the conversion price of the Series A-2 Preferred Shares is $6.21 per share and is subject to adjustment for stock splits, combinations, certain distributions or similar events in accordance with the terms of the Series A-2 Certificate of Designations. Subject to the terms and conditions of the Series A-2 Certificate of Designations, commencing on April 13, 2024, all or any portion of the Series A-2 Preferred Shares may be converted by Master Fund at any time into Common Stock at the Conversion Ratio. The "Conversion Ratio", for each Series A-2 Preferred Share is the quotient of (i) the then-applicable liquidation preference (as determined in accordance with the Series A-2 Certificate of Designations) and (ii) the then-applicable conversion price. The Series A-2 Preferred Shares have no expiration date. If based on the Issuer's financial statements for any fiscal quarter and a reserve report as of the same date, as of such date: (x) the PDP PV-20 value (as determined in accordance with the Series A-2 Certificate of Designations) divided by (y) the number of outstanding shares of Common Stock, calculated on a fully diluted basis is equal to or exceeds 130% of the Conversion Price, then the Issuer may, from time to time until such time that the foregoing conditions are no longer satisfied or a Material Adverse Effect (as defined in the Series A-2 Purchase Agreement) has occurred since the date of the most financial statements that met the foregoing conditions, cause the conversion of all or any portion of the Series A-2 Preferred Shares into Common Stock using the then-applicable Conversion Ratio. The Series A-2 Preferred Shares are also subject to redemption by the Issuer at any time following the Issuance Date in accordance with the terms of the Series A-2 Certificate of Designations. In the event of a change of control transaction, the Series A-2 Preferred Shares are subject to redemption or conversion in accordance with the terms of the Series A-2 Certificate of Designations. Luminus Management LLC, /s/ Jonathan Barrett, President 2023-12-19 Luminus Energy Partners Master Fund, Ltd., /s/ Jonathan Barrett, Manager 2023-12-19 /s/ Jonathan Barrett 2023-12-19