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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Battalion Oil Corporation | AMEX:BATL | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.19 | 3.36% | 5.85 | 5.95 | 5.58 | 5.68 | 20,092 | 00:34:32 |
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
OCM HLCN Holdings, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
7,881,798
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
7,881,798 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
7,881,798 (1) |
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
38.7%(2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) |
In its capacity as the direct beneficial owner of 7,881,798 shares of common stock, par value $0.0001 (“Common Stock”) per share of the Issuer, including (a) 782,828 shares of Common Stock issuable upon conversion or redemption of the
Series A Preferred Stock directly owned by OCM HLCN Holdings, L.P., (b) 1,313,942 shares of Common Stock issuable upon conversion or redemption of the Series A-1 Preferred Stock directly owned by OCM HLCN Holdings, L.P. and (c) 1,796,940
shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings, L.P.
|
(2) |
All calculations of percentage ownership herein are based upon an aggregate of 16,456,563 shares of Common Stock outstanding as of December 15, 2023, in reliance on the representation made by the Issuer in the Series A-2 Purchase
Agreement, plus (a) 782,828 shares of Common Stock issuable upon conversion or redemption of the shares of Series A Preferred Stock directly owned by OCM HLCN Holdings, L.P. (b) 1,313,942 shares of Common Stock issuable upon conversion or
redemption of the Series A-1 Preferred Stock directly owned by OCM HLCN Holdings, L.P. and (c) 1,796,940 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings,
L.P.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Fund GP, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
7,881,798
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
7,881,798 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
7,881,798 (1)
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
38.7%(2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO |
|
|
|||
|
|
(1) |
In its capacity as the direct beneficial owner of 7,881,798 shares of common stock, par value $0.0001 (“Common Stock”) per share of the Issuer, including (a) 782,828 shares of Common Stock
issuable upon conversion or redemption of the Series A Preferred Stock directly owned by OCM HLCN Holdings, L.P., (b) 1,313,942 shares of Common Stock issuable upon conversion or redemption of the Series A-1 Preferred Stock directly
owned by OCM HLCN Holdings, L.P. and (c) 1,796,940 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings, L.P.
|
(2) |
All calculations of percentage ownership herein are based upon an aggregate of 16,456,563 shares of Common Stock outstanding as of December 15, 2023, in reliance on the representation made by the Issuer in the Series A-2 Purchase
Agreement, plus (a) 782,828 shares of Common Stock issuable upon conversion or redemption of the shares of Series A Preferred Stock directly owned by OCM HLCN Holdings, L.P. (b) 1,313,942 shares of Common Stock issuable upon conversion
or redemption of the Series A-1 Preferred Stock directly owned by OCM HLCN Holdings, L.P. and (c) 1,796,940 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN
Holdings, L.P.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Fund GP I, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
Not applicable |
|
|
|||
|
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware |
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
7,881,798
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
7,881,798
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
7,881,798 (1)
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
38.7%(2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) |
In its capacity as the direct beneficial owner of 7,881,798 shares of common stock, par value $0.0001 (“Common Stock”) per share of the Issuer, including (a) 782,828 shares of Common Stock issuable
upon conversion or redemption of the Series A Preferred Stock directly owned by OCM HLCN Holdings, L.P., (b) 1,313,942 shares of Common Stock issuable upon conversion or redemption of the Series A-1 Preferred Stock directly owned by OCM
HLCN Holdings, L.P. and (c) 1,796,940 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings, L.P.
|
(2) |
All calculations of percentage ownership herein are based upon an aggregate of 16,456,563 shares of Common Stock outstanding as of December 15, 2023, in reliance on the representation made by the Issuer in the Series A-2 Purchase
Agreement, plus (a) 782,828 shares of Common Stock issuable upon conversion or redemption of the shares of Series A Preferred Stock directly owned by OCM HLCN Holdings, L.P. (b) 1,313,942 shares of Common Stock issuable upon conversion or
redemption of the Series A-1 Preferred Stock directly owned by OCM HLCN Holdings, L.P. and (c) 1,796,940 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings,
L.P.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Capital I, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
7,881,798
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
7,881,798 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
7,881,798 (1)
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
38.7%(2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) |
In its capacity as the direct beneficial owner of 7,881,798 shares of common stock, par value $0.0001 (“Common Stock”) per share of the Issuer, including (a) 782,828 shares of Common Stock issuable
upon conversion or redemption of the Series A Preferred Stock directly owned by OCM HLCN Holdings, L.P., (b) 1,313,942 shares of Common Stock issuable upon conversion or redemption of the Series A-1 Preferred Stock directly owned by OCM
HLCN Holdings, L.P. and (c) 1,796,940 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings, L.P.
|
(2) |
All calculations of percentage ownership herein are based upon an aggregate of 16,456,563 shares of Common Stock outstanding as of December 15, 2023, in reliance on the representation made by the Issuer in the Series A-2 Purchase
Agreement, plus (a) 782,828 shares of Common Stock issuable upon conversion or redemption of the shares of Series A Preferred Stock directly owned by OCM HLCN Holdings, L.P. (b) 1,313,942 shares of Common Stock issuable upon conversion or
redemption of the Series A-1 Preferred Stock directly owned by OCM HLCN Holdings, L.P. and (c) 1,796,940 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings,
L.P.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
OCM Holdings I, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
7,881,798
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
7,881,798 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
7,881,798 (1)
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
38.7%(2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) |
In its capacity as the direct beneficial owner of 7,881,798 shares of common stock, par value $0.0001 (“Common Stock”) per share of the Issuer, including (a) 782,828 shares of Common Stock issuable
upon conversion or redemption of the Series A Preferred Stock directly owned by OCM HLCN Holdings, L.P., (b) 1,313,942 shares of Common Stock issuable upon conversion or redemption of the Series A-1 Preferred Stock directly owned by OCM
HLCN Holdings, L.P. and (c) 1,796,940 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings, L.P.
|
(2) |
All calculations of percentage ownership herein are based upon an aggregate of 16,456,563 shares of Common Stock outstanding as of December 15, 2023, in reliance on the representation made by the Issuer in the Series A-2 Purchase
Agreement, plus (a) 782,828 shares of Common Stock issuable upon conversion or redemption of the shares of Series A Preferred Stock directly owned by OCM HLCN Holdings, L.P. (b) 1,313,942 shares of Common Stock issuable upon conversion or
redemption of the Series A-1 Preferred Stock directly owned by OCM HLCN Holdings, L.P. and (c) 1,796,940 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings,
L.P.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Holdings, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
7,881,798
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
7,881,798 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
7,881,798 (1)
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
38.7%(2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
(1) |
In its capacity as the direct beneficial owner of 7,881,798 shares of common stock, par value $0.0001 (“Common Stock”) per share of the Issuer, including (a) 782,828 shares of Common Stock issuable
upon conversion or redemption of the Series A Preferred Stock directly owned by OCM HLCN Holdings, L.P., (b) 1,313,942 shares of Common Stock issuable upon conversion or redemption of the Series A-1 Preferred Stock directly owned by OCM
HLCN Holdings, L.P. and (c) 1,796,940 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings, L.P.
|
(2) |
All calculations of percentage ownership herein are based upon an aggregate of 16,456,563 shares of Common Stock outstanding as of December 15, 2023, in reliance on the representation made by the Issuer in the Series A-2 Purchase
Agreement, plus (a) 782,828 shares of Common Stock issuable upon conversion or redemption of the shares of Series A Preferred Stock directly owned by OCM HLCN Holdings, L.P. (b) 1,313,942 shares of Common Stock issuable upon conversion or
redemption of the Series A-1 Preferred Stock directly owned by OCM HLCN Holdings, L.P. and (c) 1,796,940 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings,
L.P.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Capital Group, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
7,881,798
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
7,881,798
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
7,881,798 (1)
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
38.7%(2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
In its capacity as the direct beneficial owner of 7,881,798 shares of common stock, par value $0.0001 (“Common Stock”) per share of the Issuer, including (a) 782,828 shares of Common Stock
issuable upon conversion or redemption of the Series A Preferred Stock directly owned by OCM HLCN Holdings, L.P., (b) 1,313,942 shares of Common Stock issuable upon conversion or redemption of the Series A-1 Preferred Stock directly
owned by OCM HLCN Holdings, L.P. and (c) 1,796,940 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings, L.P.
|
(2) |
All calculations of percentage ownership herein are based upon an aggregate of 16,456,563 shares of Common Stock outstanding as of December 15, 2023, in reliance on the representation made by the Issuer in the Series A-2 Purchase
Agreement, plus (a) 782,828 shares of Common Stock issuable upon conversion or redemption of the shares of Series A Preferred Stock directly owned by OCM HLCN Holdings, L.P. (b) 1,313,942 shares of Common Stock issuable upon
conversion or redemption of the Series A-1 Preferred Stock directly owned by OCM HLCN Holdings, L.P. and (c) 1,796,940 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by
OCM HLCN Holdings, L.P.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Oaktree Capital Group Holdings GP, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
7,881,798
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
7,881,798 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
7,881,798 (1)
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
38.7%(2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO |
|
|
|||
|
|
(1) |
In its capacity as the direct beneficial owner of 7,881,798 shares of common stock, par value $0.0001 (“Common Stock”) per share of the Issuer, including (a) 782,828 shares of Common Stock
issuable upon conversion or redemption of the Series A Preferred Stock directly owned by OCM HLCN Holdings, L.P., (b) 1,313,942 shares of Common Stock issuable upon conversion or redemption of the Series A-1 Preferred Stock directly
owned by OCM HLCN Holdings, L.P. and (c) 1,796,940 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings, L.P.
|
(2) |
All calculations of percentage ownership herein are based upon an aggregate of 16,456,563 shares of Common Stock outstanding as of December 15, 2023, in reliance on the representation made by the Issuer in the Series A-2 Purchase
Agreement, plus (a) 782,828 shares of Common Stock issuable upon conversion or redemption of the shares of Series A Preferred Stock directly owned by OCM HLCN Holdings, L.P. (b) 1,313,942 shares of Common Stock issuable upon conversion
or redemption of the Series A-1 Preferred Stock directly owned by OCM HLCN Holdings, L.P. and (c) 1,796,940 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN
Holdings, L.P.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Brookfield Corporation
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Ontario, Canada
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
7,881,798
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
7,881,798
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
7,881,798 (1)
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
38.7%(2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO |
|
|
|||
|
|
(1) |
In its capacity as the direct beneficial owner of 7,881,798 shares of common stock, par value $0.0001 (“Common Stock”) per share of the Issuer, including (a) 782,828 shares of Common Stock
issuable upon conversion or redemption of the Series A Preferred Stock directly owned by OCM HLCN Holdings, L.P., (b) 1,313,942 shares of Common Stock issuable upon conversion or redemption of the Series A-1 Preferred Stock directly
owned by OCM HLCN Holdings, L.P. and (c) 1,796,940 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings, L.P.
|
(2) |
All calculations of percentage ownership herein are based upon an aggregate of 16,456,563 shares of Common Stock outstanding as of December 15, 2023, in reliance on the representation made by the Issuer in the Series A-2 Purchase
Agreement, plus (a) 782,828 shares of Common Stock issuable upon conversion or redemption of the shares of Series A Preferred Stock directly owned by OCM HLCN Holdings, L.P. (b) 1,313,942 shares of Common Stock issuable upon conversion
or redemption of the Series A-1 Preferred Stock directly owned by OCM HLCN Holdings, L.P. and (c) 1,796,940 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN
Holdings, L.P.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
BAM Partners Trust
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
Not applicable
|
|
|
|||
|
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Ontario, Canada
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
7,881,798
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
7,881,798 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
7,881,798 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
38.7%(2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
In its capacity as the direct beneficial owner of 7,881,798 shares of common stock, par value $0.0001 (“Common Stock”) per share of the Issuer, including (a) 782,828 shares of Common Stock issuable
upon conversion or redemption of the Series A Preferred Stock directly owned by OCM HLCN Holdings, L.P., (b) 1,313,942 shares of Common Stock issuable upon conversion or redemption of the Series A-1 Preferred Stock directly owned by OCM
HLCN Holdings, L.P. and (c) 1,796,940 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings, L.P.
|
(2) |
All calculations of percentage ownership herein are based upon an aggregate of 16,456,563 shares of Common Stock outstanding as of December 15, 2023, in reliance on the representation made by the Issuer in the Series A-2 Purchase
Agreement, plus (a) 782,828 shares of Common Stock issuable upon conversion or redemption of the shares of Series A Preferred Stock directly owned by OCM HLCN Holdings, L.P. (b) 1,313,942 shares of Common Stock issuable upon conversion or
redemption of the Series A-1 Preferred Stock directly owned by OCM HLCN Holdings, L.P. and (c) 1,796,940 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings,
L.P.
|
Item 1. |
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
Item 3. |
Source and Amount of Funds or Other Consideration.
|
Item 4. |
Purpose of Transaction.
|
Item 5. |
Interest in Securities of the Issuer.
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item 7. |
Material to Be Filed as Exhibits
|
Exhibit 10
|
Agreement and Plan of Merger, dated as of December 14, 2023, by and among the Issuer, Parent, and Merger Sub (incorporated by reference to Exhibit 2.1 of the Issuer’s Current Report on Form 8-K, filed on December 18, 2023).
|
Exhibit 11
|
Form of Contribution Agreement (incorporated by reference to Exhibit C to Exhibit 2.1 of the Issuer’s Current Report on Form 8-K, filed on December 18, 2023).
|
Exhibit 12
|
Form of Voting Agreement (incorporated by reference to Exhibit A to Exhibit 2.1 of the Issuer’s Current Report on Form 8-K, filed on December 18, 2023).
|
Exhibit 13
|
Form of Parent Purchase Agreement (incorporated by reference to Exhibit B to Exhibit 2.1 of the Issuer’s Current Report on Form 8-K, filed on December 18, 2023).
|
Exhibit 14
|
Certificate of Amendment to Certificate of Designations of Series A‑1 Redeemable Convertible Preferred Stock effective December 15, 2023 (incorporated by reference to Exhibit 3.1 of the Issuer’s Current Report on Form 8-K, filed on
December 18, 2023).
|
Amendment No. 3 to the Registration Rights Agreement, dated December 15, 2023, by and among the Issuer and the holders named therein and incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the SEC by the Issuer on
December 18, 2023.
|
|
Exhibit 16
|
Certificate of Designations, dated December 15, 2023, of the Issuer and incorporated by reference to Exhibit 3.2 to the Form 8-K filed with the SEC by the Issuer on December 18, 2023.
|
Exhibit 17
|
Series A-2 Stock Purchase Agreement, dated December 15, 2023, by and among the Issuer, OCM HLCN and the other parties thereto and incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC by the Issuer on December
18, 2023.
|
Dated: December 19, 2023
|
||
OCM HLCN HOLDINGS, L.P.
|
||
By:
|
Oaktree Fund GP, LLC
|
|
Its:
|
General Partner
|
|
By:
|
Oaktree Fund GP I, L.P.
|
|
Its:
|
Managing Member
|
|
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
|
OAKTREE FUND GP, LLC
|
||
By:
|
Oaktree Fund GP I, L.P.
|
|
Its:
|
Managing Member
|
|
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
|
OAKTREE FUND GP I, L.P.
|
||
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
|
OAKTREE CAPITAL I, L.P.
|
||
By:
|
/s/ Henry Orren |
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
|
OCM HOLDINGS I, LLC
|
||
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
|
OAKTREE HOLDINGS, LLC
|
||
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
|
OAKTREE CAPITAL GROUP, LLC
|
||
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
|
||
By:
|
/s/ Henry Orren
|
|
Name:
|
Henry Orren
|
|
Title:
|
Senior Vice President
|
|
BROOKFIELD CORPORATION
|
||
By:
|
/s/ Swati Mandava
|
|
Name:
|
Swati Mandava
|
|
Title:
|
Managing Director — Legal & Regulatory
|
|
BAM PARTNERS TRUST, by its trustee, BAM CLASS B PARTNERS INC.
|
||
By:
|
/s/ Kathy Sarpash
|
|
Name:
|
Kathy Sarpash
|
|
Title:
|
Secretary
|
1 Year Battalion Oil Chart |
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