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
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LUMINUS MANAGEMENT LLC
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SUITE 400
HOUSTON
TX
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0001405850
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1811 BERING DRIVE
SUITE 400
HOUSTON
TX
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true
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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