Battalion Oil (NYSE American: BATL) ends preferred stake, issues 3.49M shares
Rhea-AI Filing Summary
Battalion Oil Corporation entered into a Preferred Stock Repurchase and Conversion Agreement with Gen IV Investment Opportunities, LLC. Battalion agreed to repurchase 5,138 Series A and 6,578.11 Series A-1 Redeemable Convertible Preferred shares from Gen IV for an aggregate $19,000,000. Gen IV elected to convert additional Series A‑1, A‑2, A‑3 and A‑4 Preferred shares into an aggregate of 3,494,258 shares of common stock. The repurchased preferred shares will be retired and cancelled, and after closing Gen IV will no longer hold any preferred stock.
In a related Voting and Lock-Up Agreement, Gen IV agreed for 12 months, or until it and its affiliates no longer hold any voting securities, to vote in favor of company director nominees in uncontested elections and ratification of the independent auditor as recommended by the board, and accepted a customary lock-up on its designated securities. The common stock issuance relied on the Section 4(a)(2) exemption under the Securities Act of 1933.
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8-K Event Classification
3 items: 1.01, 3.02, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Series A preferred shares repurchased: 5,138 shares
Series A-1 preferred shares repurchased: 6,578.11 shares
Aggregate repurchase price: $19,000,000
+3 more
6 metrics
Series A preferred shares repurchased
5,138 shares
Series A Redeemable Convertible Preferred Stock repurchased from Gen IV
Series A-1 preferred shares repurchased
6,578.11 shares
Series A-1 Redeemable Convertible Preferred Stock repurchased from Gen IV
Aggregate repurchase price
$19,000,000
Cash paid by Battalion to Gen IV for Series A and Series A-1 preferred shares
Common shares issued on conversion
3,494,258 shares
Aggregate Battalion common stock issued to Gen IV upon preferred stock conversion
Series A-2 preferred shares converted
6,630 shares
Series A-2 Redeemable Convertible Preferred Stock converted into common shares
Voting and lock-up period
12 months
Duration of Gen IV’s voting and lock-up commitments under the Voting Agreement
Key Terms
Redeemable Convertible Preferred Stock, Preferred Stock Repurchase and Conversion Agreement, Voting and Lock-Up Agreement, Voting Securities, +2 more
6 terms
Redeemable Convertible Preferred Stock financial
"Series A Redeemable Convertible Preferred Stock, par value $0.0001 per share"
A redeemable convertible preferred stock is a special class of company shares that combines three features: it pays priority dividends like a safer, higher-ranking share; it can be converted into regular common shares so holders can join in upside; and it can be redeemed, meaning the company can buy it back for cash. For investors this matters because it offers a mix of downside protection and potential upside, but can change ownership stakes (dilution) and cash obligations depending on whether it’s converted or redeemed.
Preferred Stock Repurchase and Conversion Agreement financial
"entered into a Preferred Stock Repurchase and Conversion Agreement"
Voting and Lock-Up Agreement financial
"entered into a Voting and Lock-Up Agreement"
Voting Securities financial
"until Gen IV and its affiliates no longer hold any Voting Securities"
Voting securities are financial instruments, most commonly common shares, that give the holder the right to vote on a company’s key decisions such as electing the board, approving mergers, or changing bylaws. They matter to investors because voting power determines who controls strategy and oversight—like having a say in household decisions—so the distribution of voting securities affects corporate direction, minority protection, and potential value outcomes.
Section 4(a)(2) regulatory
"in reliance upon an exemption ... pursuant to Section 4(a)(2) thereof"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
Lock-Up Securities financial
"customary lock-up with respect to its Lock-Up Securities"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What preferred stock did Battalion Oil (BATL) repurchase from Gen IV?
Battalion repurchased 5,138 shares of Series A Redeemable Convertible Preferred Stock and 6,578.11 shares of Series A-1 Redeemable Convertible Preferred Stock from Gen IV for cash, with the repurchased preferred shares to be retired and cancelled.
How much did Battalion Oil (BATL) pay Gen IV in the preferred stock repurchase?
Battalion agreed to pay an aggregate purchase price of $19,000,000 to Gen IV. This cash consideration covers the repurchase of 5,138 Series A and 6,578.11 Series A-1 Redeemable Convertible Preferred shares, which will be retired and cancelled after closing.
What are the key terms of the Voting and Lock-Up Agreement for BATL and Gen IV?
For 12 months, or until it no longer holds any voting securities, Gen IV will vote in favor of Battalion’s uncontested director nominees and auditor ratification as recommended by the board, and is subject to a customary lock-up on its Lock-Up Securities, with standard exceptions.
Under what securities law exemption did Battalion Oil (BATL) issue common stock to Gen IV?
The issuance of 3,494,258 common shares to Gen IV was made in reliance on the exemption from registration under the Securities Act of 1933 provided by Section 4(a)(2), which permits certain private offerings without SEC registration.
Will Gen IV continue to hold any preferred stock of Battalion Oil (BATL) after these transactions?
No. After the closing of the Repurchase and Conversion, Gen IV will no longer hold any preferred stock of Battalion. The repurchased preferred shares are to be retired and cancelled, while the converted preferred shares become common stock holding.