Battalion Oil (BATL) announced it is terminating a merger agreement with Fury Resources first announced in December 2023. (Source: T. Schneider/Shutterstock.com)
Battalion Oil (BATL) announced it is terminating a merger agreement with Fury Resources first announced in December 2023.
Battalion cited Fury’s failure to meet financial deadlines as the reason for termination.
“As of this morning, Fury was not able meet the obligations and close the transaction contemplated by the merger agreement,” Battalion Oil said in a statement. “Over the past year, in order to facilitate the transaction, the company and Fury entered into numerous amendments to the terms of the merger agreement.”
Battalion canceled a special meeting of stockholders scheduled for Dec. 27 as part of the announcement.
The companies announced the merger on Dec. 15, 2023. Private E&P Fury offered to buy public Battalion Oil, a Permian-based company, for $9.80 per share in cash for a total transaction value of about $450 million.
Battalion’s preferred stockholders—Luminus Management LLC, Gen IV Investment Opportunities LLC and Oaktree Capital Management LP, and their affiliates—agreed to roll over their preferred stock in exchange for new preferred shares issued by Fury.
Fury eventually amended the offer to lower the buyout price 29% to $7 per share, Battalion executives reported during its second-quarter earnings call on Aug. 14.
“The modified offer is contingent on the existing holders of the company's Series A through Series A-4 preferred equity rolling 100% of their preferred equity into new preferred equity in the surviving company following the merger in order to help support the transaction,” Battalion wrote in a filing.
Battalion and Fury announced the merger was a go again in September. The new terms valued Battalion’s market capitalization at approximately $115.2 million, based on roughly 16.45 million outstanding Battalion shares.
In November, however, Battalion announced in an SEC filing that Fury had missed a deadline to deposit $160 million into an escrow account in support of the merger. A month later, Battalion made the Dec. 20 public announcement the company had ended merger talks.
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