4//SEC Filing
Oaktree Capital I, L.P. 4
Accession 0001140361-24-026324
CIK 0001282648other
Filed
May 14, 8:00 PM ET
Accepted
May 15, 9:36 PM ET
Size
25.1 KB
Accession
0001140361-24-026324
Insider Transaction Report
Form 4
OCM HOLDINGS I, LLC
10% Owner
Transactions
- Award
Series A-4 Redeemable Convertible Preferred Stock
2024-05-13+6,376→ 6,376 total(indirect: See footnotes)→ Common Stock
OAKTREE HOLDINGS, LLC
10% Owner
Transactions
- Award
Series A-4 Redeemable Convertible Preferred Stock
2024-05-13+6,376→ 6,376 total(indirect: See footnotes)→ Common Stock
OAKTREE FUND GP I, L.P.
10% Owner
Transactions
- Award
Series A-4 Redeemable Convertible Preferred Stock
2024-05-13+6,376→ 6,376 total(indirect: See footnotes)→ Common Stock
Oaktree Capital I, L.P.
10% Owner
Transactions
- Award
Series A-4 Redeemable Convertible Preferred Stock
2024-05-13+6,376→ 6,376 total(indirect: See footnotes)→ Common Stock
Oaktree Capital Group, LLC
10% Owner
Transactions
- Award
Series A-4 Redeemable Convertible Preferred Stock
2024-05-13+6,376→ 6,376 total(indirect: See footnotes)→ Common Stock
Oaktree Fund GP, LLC
10% Owner
Transactions
- Award
Series A-4 Redeemable Convertible Preferred Stock
2024-05-13+6,376→ 6,376 total(indirect: See footnotes)→ Common Stock
BAM Partners Trust
10% Owner
Transactions
- Award
Series A-4 Redeemable Convertible Preferred Stock
2024-05-13+6,376→ 6,376 total(indirect: See footnotes)→ Common Stock
Transactions
- Award
Series A-4 Redeemable Convertible Preferred Stock
2024-05-13+6,376→ 6,376 total(indirect: See footnotes)→ Common Stock
OCM HLCN Holdings, L.P.
10% Owner
Transactions
- Award
Series A-4 Redeemable Convertible Preferred Stock
2024-05-13+6,376→ 6,376 total(indirect: See footnotes)→ Common Stock
Footnotes (9)
- [F1]This Form 4 is being filed jointly by (each, a "Reporting Person" and, collectively, the "Reporting Persons") (i) OCM HLCN Holdings, L.P. ("OCM HLCN"), (ii) Oaktree Fund GP, LLC ("Fund GP"), in its capacity as the general partner of OCM HLCN, (iii) Oaktree Fund GP I, L.P. ("Fund GP I"), in its capacity as the managing member of Fund GP, (iv) Oaktree Capital I, L.P. ("Capital I"), in its capacity as the general partner of Fund GP I, (v) Brookfield OCM Holdings II, LLC (f/k/a OCM Holdings I, LLC) ("Holdings II"), in its capacity as general partner of Capital I, (vi) Brookfield OCM Holdings, LLC (f/k/a Oaktree Holdings, LLC) ("Holdings LLC"), in its capacity as the managing member of Holdings II, (vii) Brookfield Oaktree Holdings, LLC (f/k/a Oaktree Capital Group, LLC) ("BOH"), in its capacity as managing member of Holdings LLC, (viii) Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), in its capacity as the indirect owner of the class B units of BOH,
- [F2](cont.) (ix) Brookfield Corporation ("Brookfield"), in its capacity as the indirect owner of class A units of BOH, and (x) BAM Partners Trust ("BAM Partnership"), in its capacity as the sole owner of class B limited voting shares of Brookfield. Brookfield Oaktree Holdings, LLC is managed by its ten-member board of directors. OCGH GP, in its capacity as the indirect owner of the class B units of BOH, and Brookfield, in its capacity as the indirect owner of the class A units of BOH, each have the ability to appoint and remove certain directors of BOH and, as such, may indirectly control the decisions of BOH regarding the vote and disposition of securities held by OCM HLCN. BAM Partnership, in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield, has the ability to appoint and remove certain directors of Brookfield and, as such, may indirectly control the decisions of Brookfield regarding the vote and disposition of securities held by OCM HLCN.
- [F3](cont.) The securities reported herein are directly beneficially owned by OCM HLCN.
- [F4]Each of the Reporting Persons expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of their respective pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4.
- [F5]Pursuant to a Purchase Agreement dated as of May 13, 2024 (the "Series A-4 Purchase Agreement"), on May 13, 2024 (the "Issuance Date"), OCM HLCN acquired from the Issuer 6,376 shares of Series A-4 Redeemable Convertible Preferred Stock of the Issuer, par value $0.0001 per share (the "Series A-4 Preferred Shares") convertible into shares of Common Stock for an aggregate purchase price of approximately $6.2 million.
- [F6]Pursuant to the Certificate of Designations contemplated by the Series A-4 Purchase Agreement (the "Series A-4 Certificate of Designations"), the conversion price of the Series A-4 Preferred Shares is $6.42 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-4 Certificate of Designations.
- [F7]Subject to the terms and conditions of the Series A-4 Certificate of Designations, commencing on September 10, 2024, all or any portion of the Series A-4 Preferred Shares may be converted by OCM HLCN at any time into Common Stock at the Conversion Ratio. The "Conversion Ratio", for each Series A-4 Preferred Share is the quotient of (i) the then-applicable liquidation preference (as determined in accordance with the Series A-4 Certificate of Designations) and (ii) the then-applicable conversion price.
- [F8]The Series A-4 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-4 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-4 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-4 Preferred Shares into Common Stock using the then-applicable Conversion Ratio.
- [F9]The Series A-4 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-4 Certificate of Designations. In the event of a change of control transaction, the Series A-4 Preferred Shares are subject to redemption or conversion in accordance with the terms of the Series A-4 Certificate of Designations.
Documents
Issuer
BATTALION OIL CORP
CIK 0001282648
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001403530
Filing Metadata
- Form type
- 4
- Filed
- May 14, 8:00 PM ET
- Accepted
- May 15, 9:36 PM ET
- Size
- 25.1 KB