STOCK TITAN

Oaktree group details 40.8% Battalion Oil (BATL) stake and SEC settlement

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Oaktree-affiliated entities report a significant ownership position in Battalion Oil Corporation’s common stock. OCM HLCN Holdings, L.P. and related Oaktree/Brookfield OCM entities beneficially own 12,437,521 shares of Battalion Oil common stock, representing 40.82% of the class. This total includes 3,988,089 outstanding common shares and 8,446,746 shares issuable upon conversion of various series of Preferred Stock held by OCM HLCN, calculated against 22,018,849 common shares outstanding as of May 8, 2026. Brookfield Corporation and BAM Partners Trust now report zero beneficial ownership and are no longer acting together with the Oaktree parties. The amendment also notes that Oaktree Capital Management L.P. settled an SEC investigation regarding reporting under Sections 13(d) and 16(a) of the Exchange Act, agreeing to a cease-and-desist order and a $375,000 penalty.

Positive

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Insights

Oaktree’s group maintains about 41% economic exposure while Brookfield exits the reporting group and an SEC reporting case is settled.

The filing shows OCM HLCN and related Oaktree/Brookfield OCM vehicles beneficially own 12,437,521 Battalion Oil shares, or 40.82% of the common stock. This figure blends 3,988,089 existing common shares with 8,446,746 shares issuable from multiple series of Preferred Stock, using 22,018,849 common shares outstanding as of May 8, 2026 as the base.

Economically, this confirms a large, concentrated sponsor position that can influence corporate decisions through voting and conversion rights. The amendment also clarifies that Brookfield Corporation and BAM Partners Trust now report zero beneficial ownership and are no longer acting together with the Oaktree parties, simplifying the disclosed group structure.

Separately, Oaktree Capital Management L.P., an affiliate, resolved an SEC investigation into filing timeliness under Sections 13(d) and 16(a) and related rules. In a settled proceeding, it agreed to a cease-and-desist order and a $375,000 penalty without admitting or denying findings. This addresses a compliance matter around ownership and insider reporting, while the disclosed Battalion Oil stake and preferred share convertibility remain key structural features for investors evaluating control dynamics.

Beneficial ownership 12,437,521 shares Shares of Battalion Oil common stock beneficially owned by reporting persons
Ownership percentage 40.82% Percent of Battalion Oil common stock class represented by 12,437,521 shares
Shares outstanding baseline 22,018,849 shares Battalion Oil common shares outstanding as of May 8, 2026 per Form 10-Q
Convertible preferred into common 8,446,746 shares Common shares issuable upon conversion/redemption of Preferred Stock held by OCM HLCN
Direct common shares held 3,988,089 shares Battalion Oil common stock directly held by OCM HLCN
SEC civil penalty $375,000 Penalty Oaktree Capital Management L.P. agreed to pay in settled SEC proceeding
Series A-2 preferred conversion 2,622,685 shares Common shares issuable from Series A-2 Preferred Stock held by OCM HLCN
Separately managed account 2,686 shares Additional Battalion Oil common shares held in a separately managed account
beneficially owns financial
"The responses of the Reporting Persons to rows (11) and (13) on the cover pages..."
Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.
Preferred Stock financial
"The reported securities include 8,446,746 shares of Common Stock issuable upon conversion or redemption of the shares of Preferred Stock..."
Preferred stock is a type of ownership in a company that typically offers investors higher and more consistent dividend payments than common stock. Unlike regular shares, preferred stock usually doesn’t come with voting rights but provides a priority claim on the company’s assets and profits, making it a more stable and predictable investment option. This makes preferred stock attractive to those seeking steady income with lower risk.
Sections 13(d) and 16(a) regulatory
"to resolve an investigation involving Sections 13(d) and 16(a) of the Securities Exchange Act of 1934..."
cease and desist regulatory
"agreed to cease and desist from committing or causing any violations and any future violations of Sections 13(d) and 16(a)..."
Schedule 13D regulatory
"The following constitutes Amendment No. 6 ("Amendment No. 6") to the filed by the undersigned..."
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
conversion Ratios financial
"are currently convertible, based on their respective Conversion Ratios previously disclosed in Item 6 of the (as amended)..."





40537Q803

(CUSIP Number)
Richard Ting
Oaktree Capital Management, L.P., 333 S. Grand Avenue, 28th Floor
Los Angeles, CA, 90071
(213) 830-6300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
05/13/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities include 8,446,746 shares of Common Stock issuable upon conversion or redemption of the shares of Preferred Stock (as defined below) directly held by OCM HLCN Holdings, L.P. ("OCM HLCN"). All calculations of percentage ownership herein are based upon an aggregate of 22,018,849 shares of Common Stock outstanding as of May 8, 2026 as set forth in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 13, 2026 (the "10-Q"), plus 8,446,746 shares of Common Stock issuable upon conversion or redemption of shares of Preferred Stock beneficially owned by the Reporting Persons.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities include 8,446,746 shares of Common Stock issuable upon conversion or redemption of the shares of Preferred Stock (as defined below) directly held by OCM HLCN. All calculations of percentage ownership herein are based upon an aggregate of 22,018,849 shares of Common Stock outstanding as of May 8, 2026 as set forth in the Form 10-Q filed by the Issuer with the SEC on May 13, 2026, plus 8,446,746 shares of Common Stock issuable upon conversion or redemption of shares of Preferred Stock beneficially owned by the Reporting Persons.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities include 8,446,746 shares of Common Stock issuable upon conversion or redemption of the shares of Preferred Stock (as defined below) directly held by OCM HLCN. All calculations of percentage ownership herein are based upon an aggregate of 22,018,849 shares of Common Stock outstanding as of May 8, 2026 as set forth in the Form 10-Q filed by the Issuer with the SEC on May 13, 2026, plus 8,446,746 shares of Common Stock issuable upon conversion or redemption of shares of Preferred Stock beneficially owned by the Reporting Persons.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities include 8,446,746 shares of Common Stock issuable upon conversion or redemption of the shares of Preferred Stock (as defined below) directly held by OCM HLCN. All calculations of percentage ownership herein are based upon an aggregate of 22,018,849 shares of Common Stock outstanding as of May 8, 2026 as set forth in the Form 10-Q filed by the Issuer with the SEC on May 13, 2026, plus 8,446,746 shares of Common Stock issuable upon conversion or redemption of shares of Preferred Stock beneficially owned by the Reporting Persons.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities include 8,446,746 shares of Common Stock issuable upon conversion or redemption of the shares of Preferred Stock (as defined below) directly held by OCM HLCN. All calculations of percentage ownership herein are based upon an aggregate of 22,018,849 shares of Common Stock outstanding as of May 8, 2026 as set forth in the Form 10-Q filed by the Issuer with the SEC on May 13, 2026, plus 8,446,746 shares of Common Stock issuable upon conversion or redemption of shares of Preferred Stock beneficially owned by the Reporting Persons.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities include 8,446,746 shares of Common Stock issuable upon conversion or redemption of the shares of Preferred Stock (as defined below) directly held by OCM HLCN. All calculations of percentage ownership herein are based upon an aggregate of 22,018,849 shares of Common Stock outstanding as of May 8, 2026 as set forth in the Form 10-Q filed by the Issuer with the SEC on May 13, 2026, plus 8,446,746 shares of Common Stock issuable upon conversion or redemption of shares of Preferred Stock beneficially owned by the Reporting Persons.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities include 8,446,746 shares of Common Stock issuable upon conversion or redemption of the shares of Preferred Stock (as defined below) directly held by OCM HLCN. All calculations of percentage ownership herein are based upon an aggregate of 22,018,849 shares of Common Stock outstanding as of May 8, 2026 as set forth in the Form 10-Q filed by the Issuer with the SEC on May 13, 2026, plus 8,446,746 shares of Common Stock issuable upon conversion or redemption of shares of Preferred Stock beneficially owned by the Reporting Persons.


SCHEDULE 13D




Comment for Type of Reporting Person:
The reported securities include 8,446,746 shares of Common Stock issuable upon conversion or redemption of the shares of Preferred Stock (as defined below) directly held by OCM HLCN. All calculations of percentage ownership herein are based upon an aggregate of 22,018,849 shares of Common Stock outstanding as of May 8, 2026 as set forth in the Form 10-Q filed by the Issuer with the SEC on May 13, 2026, plus 8,446,746 shares of Common Stock issuable upon conversion or redemption of shares of Preferred Stock beneficially owned by the Reporting Persons.


SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D


OCM HLCN Holdings, L.P.
Signature:/s/ Henry Orren
Name/Title:Henry Orren / Managing Director
Date:05/15/2026
Oaktree Fund GP, LLC
Signature:/s/ Henry Orren
Name/Title:Henry Orren / Managing Director
Date:05/15/2026
Oaktree Fund GP I, L.P.
Signature:/s/ Henry Orren
Name/Title:Henry Orren / Managing Director
Date:05/15/2026
Oaktree Capital I, L.P.
Signature:/s/ Henry Orren
Name/Title:Henry Orren / Managing Director
Date:05/15/2026
Brookfield OCM Holdings II, LLC
Signature:/s/ Henry Orren
Name/Title:Henry Orren / Managing Director
Date:05/15/2026
Brookfield OCM Holdings, LLC
Signature:/s/ Henry Orren
Name/Title:Henry Orren / Managing Director
Date:05/15/2026
Brookfield Oaktree Holdings, LLC
Signature:/s/ Henry Orren
Name/Title:Henry Orren / Managing Director
Date:05/15/2026
Oaktree Capital Group Holdings GP, LLC
Signature:/s/ Henry Orren
Name/Title:Henry Orren / Managing Director
Date:05/15/2026
Brookfield Corporation
Signature:/s/ Swati Mandava
Name/Title:Swati Mandava / Managing Director, Legal & Regulatory
Date:05/15/2026
BAM Partners Trust
Signature:/s/ Kathy Sarpash
Name/Title:Kathy Sarpash / Secretary
Date:05/15/2026
Comments accompanying signature:
OCM HLCN HOLDINGS, L.P., By: Oaktree Fund GP, LLC Its: General Partner, By: Oaktree Fund GP I, L.P. Its: Managing Member. OAKTREE FUND GP, LLC, By: Oaktree Fund GP I, L.P. Its: Managing Member. BAM PARTNERS TRUST, by its trustee, BAM Class B Partners, Inc.

FAQ

How is the 40.82% Battalion Oil (BATL) ownership by Oaktree entities composed?

The group’s 40.82% beneficial stake includes 3,988,089 Battalion Oil common shares and 8,446,746 shares issuable upon conversion of several series of Preferred Stock. These conversion figures rely on previously disclosed conversion ratios referenced in the Schedule 13D, as amended.

What share count did Battalion Oil (BATL) use to calculate Oaktree’s ownership percentage?

The ownership percentage is based on 22,018,849 Battalion Oil common shares outstanding as of May 8, 2026, as disclosed in the company’s Form 10-Q. The calculation then adds 8,446,746 shares issuable from preferred stock to determine beneficial ownership.

Did Brookfield Corporation and BAM Partners Trust retain any Battalion Oil (BATL) ownership?

Brookfield Corporation and BAM Partners Trust each report 0 shares beneficially owned and 0% of the class. The filing states they no longer act together with the Oaktree parties and have ceased to be beneficial owners of more than five percent of the securities covered.

What SEC action involving Oaktree Capital Management L.P. is described in the Battalion Oil (BATL) filing?

The document notes the SEC accepted an offer from Oaktree Capital Management L.P. to resolve an investigation into Sections 13(d) and 16(a) and related rules. In a settled proceeding, Oaktree agreed to cease and desist and to pay a $375,000 civil penalty.