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    SEC Form SC 13D/A filed by Battalion Oil Corporation (Amendment)

    3/29/24 9:45:31 PM ET
    $BATL
    Oil & Gas Production
    Energy
    Get the next $BATL alert in real time by email
    SC 13D/A 1 ef20025614_sc13da.htm SC 13D/A

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
     
    SCHEDULE 13D
     
    Under the Securities Exchange Act of 1934
    (Amendment No. 4)*
     
    Battalion Oil Corporation
    (Name of Issuer)
     

              
    Common Stock, par value $0.0001 per share
    (Title of Class of Securities)
              


    40537Q803
    (CUSIP Number)
           


    Richard Ting
    General Counsel & Managing Director
    Oaktree Capital Management, L.P.
    333 South Grand Avenue, 28th Floor
    Los Angeles, California 90071
    (213) 830-6300
     
    (Name, Address and Telephone Number of Person
    Authorized to Receive Notices and Communications)
              


    March 27, 2024
    (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☒
     
    Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
     
    *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
     
    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).




    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 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
     
     
    8,911,940
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    8,911,940
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    8,911,940(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)
     
     
    41.68%(2)
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    PN
     
     
     
     

    (1)
    In its capacity as the direct beneficial owner of 8,911,940 shares of common stock, par value $0.0001 (“Common Stock”) per share of the Issuer, including (a) 814,399 shares of Common Stock issuable upon conversion or redemption of the Series A Preferred Stock directly owned by OCM HLCN Holdings, L.P., (b) 1,366,380 shares of Common Stock issuable upon conversion or redemption of the Series A-1 Preferred Stock directly owned by OCM HLCN Holdings, L.P., (c) 1,809,544 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings, L.P. and (d) 933,529 shares of Common Stock issuable upon conversion or redemption of the Series A-3 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-3 Purchase Agreement, plus (a) 814,399 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) 1,366,380 shares of Common Stock issuable upon conversion or redemption of the Series A-1 Preferred Stock directly owned by OCM HLCN Holdings, L.P., (c) 1,809,544 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings, L.P. and (d) 933,529 shares of Common Stock issuable upon conversion or redemption of the Series A-3 Preferred Stock directly owned by OCM HLCN Holdings, L.P.

    2

    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
     
     
    8,911,940
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    8,911,940
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    8,911,940(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)
     
     
    41.68%(2)
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     
     
    (1)
    In its capacity as the direct beneficial owner of 8,911,940 shares of common stock, par value $0.0001 (“Common Stock”) per share of the Issuer, including (a) 814,399 shares of Common Stock issuable upon conversion or redemption of the Series A Preferred Stock directly owned by OCM HLCN Holdings, L.P., (b) 1,366,380 shares of Common Stock issuable upon conversion or redemption of the Series A-1 Preferred Stock directly owned by OCM HLCN Holdings, L.P., (c) 1,809,544 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings, L.P. and (d) 933,529 shares of Common Stock issuable upon conversion or redemption of the Series A-3 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-3 Purchase Agreement, plus (a) 814,399 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) 1,366,380 shares of Common Stock issuable upon conversion or redemption of the Series A-1 Preferred Stock directly owned by OCM HLCN Holdings, L.P., (c) 1,809,544 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings, L.P. and (d) 933,529 shares of Common Stock issuable upon conversion or redemption of the Series A-3 Preferred Stock directly owned by OCM HLCN Holdings, L.P.
     
    3

    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 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
     
     
    8,911,940
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    8,911,940
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    8,911,940(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)
     
     
    41.68%(2)
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    PN
     
     
     
     
     
    (1)
    In its capacity as the direct beneficial owner of 8,911,940 shares of common stock, par value $0.0001 (“Common Stock”) per share of the Issuer, including (a) 814,399 shares of Common Stock issuable upon conversion or redemption of the Series A Preferred Stock directly owned by OCM HLCN Holdings, L.P., (b) 1,366,380 shares of Common Stock issuable upon conversion or redemption of the Series A-1 Preferred Stock directly owned by OCM HLCN Holdings, L.P., (c) 1,809,544 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings, L.P. and (d) 933,529 shares of Common Stock issuable upon conversion or redemption of the Series A-3 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-3 Purchase Agreement, plus (a) 814,399 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) 1,366,380 shares of Common Stock issuable upon conversion or redemption of the Series A-1 Preferred Stock directly owned by OCM HLCN Holdings, L.P., (c) 1,809,544 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings, L.P. and (d) 933,529 shares of Common Stock issuable upon conversion or redemption of the Series A-3 Preferred Stock directly owned by OCM HLCN Holdings, L.P.
     
    4

    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 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
     
     
    8,911,940
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    8,911,940
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    8,911,940(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)
     
     
    41.68%(2)
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    PN
     
     
     
     
     

    (1)
    In its capacity as the direct beneficial owner of 8,911,940 shares of common stock, par value $0.0001 (“Common Stock”) per share of the Issuer, including (a) 814,399 shares of Common Stock issuable upon conversion or redemption of the Series A Preferred Stock directly owned by OCM HLCN Holdings, L.P., (b) 1,366,380 shares of Common Stock issuable upon conversion or redemption of the Series A-1 Preferred Stock directly owned by OCM HLCN Holdings, L.P., (c) 1,809,544 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings, L.P. and (d) 933,529 shares of Common Stock issuable upon conversion or redemption of the Series A-3 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-3 Purchase Agreement, plus (a) 814,399 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) 1,366,380 shares of Common Stock issuable upon conversion or redemption of the Series A-1 Preferred Stock directly owned by OCM HLCN Holdings, L.P., (c) 1,809,544 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings, L.P. and (d) 933,529 shares of Common Stock issuable upon conversion or redemption of the Series A-3 Preferred Stock directly owned by OCM HLCN Holdings, L.P.
     
    5

    1
    NAMES OF REPORTING PERSONS
     
     
    Brookfield OCM Holdings II, 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
     
     
    8,911,940
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    8,911,940
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    8,911,940(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)
     
     
    41.68%(2)
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    PN
     
     
     
     

    (1)
    In its capacity as the direct beneficial owner of 8,911,940 shares of common stock, par value $0.0001 (“Common Stock”) per share of the Issuer, including (a) 814,399 shares of Common Stock issuable upon conversion or redemption of the Series A Preferred Stock directly owned by OCM HLCN Holdings, L.P., (b) 1,366,380 shares of Common Stock issuable upon conversion or redemption of the Series A-1 Preferred Stock directly owned by OCM HLCN Holdings, L.P., (c) 1,809,544 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings, L.P. and (d) 933,529 shares of Common Stock issuable upon conversion or redemption of the Series A-3 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-3 Purchase Agreement, plus (a) 814,399 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) 1,366,380 shares of Common Stock issuable upon conversion or redemption of the Series A-1 Preferred Stock directly owned by OCM HLCN Holdings, L.P., (c) 1,809,544 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings, L.P. and (d) 933,529 shares of Common Stock issuable upon conversion or redemption of the Series A-3 Preferred Stock directly owned by OCM HLCN Holdings, L.P.
     
    6

    1
    NAMES OF REPORTING PERSONS
     
     
    Brookfield OCM 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 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
     
     
    8,911,940
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    8,911,940
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    8,911,940(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)
     
     
    41.68%(2)
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    PN
     
     
     
     
     
    (1)
    In its capacity as the direct beneficial owner of 8,911,940 shares of common stock, par value $0.0001 (“Common Stock”) per share of the Issuer, including (a) 814,399 shares of Common Stock issuable upon conversion or redemption of the Series A Preferred Stock directly owned by OCM HLCN Holdings, L.P., (b) 1,366,380 shares of Common Stock issuable upon conversion or redemption of the Series A-1 Preferred Stock directly owned by OCM HLCN Holdings, L.P., (c) 1,809,544 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings, L.P. and (d) 933,529 shares of Common Stock issuable upon conversion or redemption of the Series A-3 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-3 Purchase Agreement, plus (a) 814,399 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) 1,366,380 shares of Common Stock issuable upon conversion or redemption of the Series A-1 Preferred Stock directly owned by OCM HLCN Holdings, L.P., (c) 1,809,544 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings, L.P. and (d) 933,529 shares of Common Stock issuable upon conversion or redemption of the Series A-3 Preferred Stock directly owned by OCM HLCN Holdings, L.P.
     
    7

    1
    NAMES OF REPORTING PERSONS
     
     
    Brookfield 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 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
     
     
    8,911,940
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    8,911,940
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    8,911,940(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)
     
     
    41.68%(2)
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     
     
    (1)
    In its capacity as the direct beneficial owner of 8,911,940 shares of common stock, par value $0.0001 (“Common Stock”) per share of the Issuer, including (a) 814,399 shares of Common Stock issuable upon conversion or redemption of the Series A Preferred Stock directly owned by OCM HLCN Holdings, L.P., (b) 1,366,380 shares of Common Stock issuable upon conversion or redemption of the Series A-1 Preferred Stock directly owned by OCM HLCN Holdings, L.P., (c) 1,809,544 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings, L.P. and (d) 933,529 shares of Common Stock issuable upon conversion or redemption of the Series A-3 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-3 Purchase Agreement, plus (a) 814,399 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) 1,366,380 shares of Common Stock issuable upon conversion or redemption of the Series A-1 Preferred Stock directly owned by OCM HLCN Holdings, L.P., (c) 1,809,544 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings, L.P. and (d) 933,529 shares of Common Stock issuable upon conversion or redemption of the Series A-3 Preferred Stock directly owned by OCM HLCN Holdings, L.P.
     
    8

    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 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
     
     
    8,911,940
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    8,911,940
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    8,911,940(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)
     
     
    41.68%(2)
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     
     
    (1)
    In its capacity as the direct beneficial owner of 8,911,940 shares of common stock, par value $0.0001 (“Common Stock”) per share of the Issuer, including (a) 814,399 shares of Common Stock issuable upon conversion or redemption of the Series A Preferred Stock directly owned by OCM HLCN Holdings, L.P., (b) 1,366,380 shares of Common Stock issuable upon conversion or redemption of the Series A-1 Preferred Stock directly owned by OCM HLCN Holdings, L.P., (c) 1,809,544 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings, L.P. and (d) 933,529 shares of Common Stock issuable upon conversion or redemption of the Series A-3 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-3 Purchase Agreement, plus (a) 814,399 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) 1,366,380 shares of Common Stock issuable upon conversion or redemption of the Series A-1 Preferred Stock directly owned by OCM HLCN Holdings, L.P., (c) 1,809,544 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings, L.P. and (d) 933,529 shares of Common Stock issuable upon conversion or redemption of the Series A-3 Preferred Stock directly owned by OCM HLCN Holdings, L.P.
     
    9

    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 BOX 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
     
     
    8,911,940
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    8,911,940
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    8,911,940(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)
     
     
    41.68%(2)
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     
     
    (1)
    In its capacity as the direct beneficial owner of 8,911,940 shares of common stock, par value $0.0001 (“Common Stock”) per share of the Issuer, including (a) 814,399 shares of Common Stock issuable upon conversion or redemption of the Series A Preferred Stock directly owned by OCM HLCN Holdings, L.P., (b) 1,366,380 shares of Common Stock issuable upon conversion or redemption of the Series A-1 Preferred Stock directly owned by OCM HLCN Holdings, L.P., (c) 1,809,544 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings, L.P. and (d) 933,529 shares of Common Stock issuable upon conversion or redemption of the Series A-3 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-3 Purchase Agreement, plus (a) 814,399 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) 1,366,380 shares of Common Stock issuable upon conversion or redemption of the Series A-1 Preferred Stock directly owned by OCM HLCN Holdings, L.P., (c) 1,809,544 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings, L.P. and (d) 933,529 shares of Common Stock issuable upon conversion or redemption of the Series A-3 Preferred Stock directly owned by OCM HLCN Holdings, L.P.
     
    10

    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 BOX 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
     
     
    8,911,940
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    0
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    8,911,940
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    8,911,940(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)
     
     
    41.68%(2)
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     
     
    (1)
    In its capacity as the direct beneficial owner of 8,911,940 shares of common stock, par value $0.0001 (“Common Stock”) per share of the Issuer, including (a) 814,399 shares of Common Stock issuable upon conversion or redemption of the Series A Preferred Stock directly owned by OCM HLCN Holdings, L.P., (b) 1,366,380 shares of Common Stock issuable upon conversion or redemption of the Series A-1 Preferred Stock directly owned by OCM HLCN Holdings, L.P., (c) 1,809,544 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings, L.P. and (d) 933,529 shares of Common Stock issuable upon conversion or redemption of the Series A-3 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-3 Purchase Agreement, plus (a) 814,399 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) 1,366,380 shares of Common Stock issuable upon conversion or redemption of the Series A-1 Preferred Stock directly owned by OCM HLCN Holdings, L.P., (c) 1,809,544 shares of Common Stock issuable upon conversion or redemption of the Series A-2 Preferred Stock directly owned by OCM HLCN Holdings, L.P. and (d) 933,529 shares of Common Stock issuable upon conversion or redemption of the Series A-3 Preferred Stock directly owned by OCM HLCN Holdings, L.P.
     
    11

    EXPLANATORY NOTE
     
     
    The following constitutes Amendment No. 4 (“Amendment No. 4”) to the Schedule 13D filed by the undersigned with the Securities and Exchange Commission (the “SEC”) on October 22, 2019 (the “Original Schedule 13D”), as amended by Amendment No. 1 thereto filed with the SEC on March 31, 2023, Amendment No. 2 thereto, filed with the SEC on September 8, 2023, and Amendment No. 3 thereto, filed with the SEC on December 19, 2023 (collectively, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 4 shall maintain the meanings herein as are ascribed to such terms in the Schedule 13D.
     
    Item 1.
    Security and Issuer.
     
    Item 1 is hereby amended by adding the following:
     
    This Amendment No. 4 relates to shares of Common Stock, $0.0001 par value per share (the “Common Stock”) of Battalion Oil Corporation, a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 820 Gessner Road, Suite 1100, Houston, TX 77024.
     
    Item2.
    Identity and Background.
     
    Item 2 is hereby amended and restated as follows:
     
    (a), (c), (f)
     
    This Schedule 13D is filed as a joint statement pursuant to Rule 13d-1(k) under the Act by each of the following persons (collectively, the “Reporting Persons”):
     

    (i)
    OCM HLCN Holdings, L.P., a Delaware limited partnership (“OCM HLCN”), whose principal business is to hold the Subject Shares reported herein;
     

    (ii)
    Oaktree Fund GP, LLC, a Delaware limited liability company (“GP”), whose principal business is to serve as, and perform the functions of, the manager, managing member or general partner of certain special purpose investment entities, including OCM HLCN;
     

    (iii)
    Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), whose principal business is to (i) serve as, and perform the functions of, the general partner of certain investment funds or to serve as, and perform the functions of, the managing member of the general partner of certain investment funds and (ii) to act as the sole shareholder of certain controlling entities of certain investment funds;
     

    (iv)
    Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), whose principal business is to serve as, and perform the functions of, the general partner of GP I;
     

    (v)
    Brookfield OCM Holdings II, LLC (f/k/a OCM Holdings I, LLC), a Delaware limited liability company (“Holdings II”), whose principal business is to serve as, and perform the functions of, the general partner of Capital I and to hold limited partnership interests in Capital I;
     

    (vi)
    Brookfield OCM Holdings, LLC (f/k/a Oaktree Holdings, LLC), a Delaware limited liability company (“Holdings”), whose principal business is to serve as, and perform the functions of, the managing member of Holdings II; and
     

    (vii)
    Brookfield Oaktree Holdings, LLC (f/k/a Oaktree Capital Group, LLC), a Delaware limited liability company (“BOH”), whose principal business is to act as the holding company and controlling entity of each of the general partner and investment adviser of certain investment funds and separately managed accounts.
     

    (viii) 
    Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH GP”), whose principal business is to serve as, and perform the functions of, the indirect owner of the class B units of BOH, in its capacity as such;
     
    12


    (ix)
    Brookfield Corporation (f/k/a Brookfield Asset Management Inc.), an Ontario corporation (“Brookfield”), in its capacity as the indirect owner of the class A units of BOH, in its capacity as such; and
     

    (x)
    BAM Partners Trust, a trust formed under the laws of Ontario (“BAM Partnership”), in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield.
     
    Item 3.
    Source and Amount of Funds or Other Consideration.
     
    Item 3 is hereby amended by adding the following:
     
    As described in Item 4 below, on March 27, 2024, OCM HLCN purchased 6,376 shares of Series A-3 Convertible Redeemable Preferred Stock of the Issuer, par value $0.0001 per share (the “Series A-3 Preferred Stock”), for aggregate consideration of approximately $6.2 million pursuant to the Series A-3 Purchase Agreement, dated March 27, 2024 (the “Series A-3 Purchase Agreement”), by and among the Issuer, OCM HLCN and the other purchasers party thereto. No borrowed funds were used to purchase such shares of Common Stock.
     
    Item 4.
    Purpose of Transaction.
     
    Item 4 is hereby amended by adding the following:
     
    The information set forth in amended Items 3 and 6 and the Exhibits to Amendment No. 4 are incorporated herein by reference.
    13

    On March 27, 2024, the Issuer, OCM HLCN and the other purchasers party thereto entered into the Series A-3 Purchase Agreement. On March 27, 2024, OCM HLCN purchased 6,376 shares of Series A-3 Preferred Stock for approximately $6.2 million.
     
    Increases in the Reporting Persons’ beneficial ownership of Series A Preferred Stock, Series A-1 Preferred Stock and Series A-2 Preferred Stock reported herein are a result of PIK accruals.
     
    On each of January 24, 2024, February 6, 2024, and February 16, 2024, the Issuer, Parent and Merger Sub, entered into an amendment to the Merger Agreement amending, among other things, certain escrow arrangements under the Merger Agreement and extending the Termination Date (as defined in the Merger Agreement) to June 12, 2024.
     
    Item 5.
    Interest in Securities of the Issuer.
     
    Items 5(a), (b), (c) are hereby amended and restated as follows:
     
    The information contained on the cover pages of this Schedule 13D is incorporated herein by reference.
     
    (a), (b) OCM HLCN directly holds 3,988,088 shares of Common Stock and beneficially owns shares of Common Stock issuable upon conversion of Series A Preferred Stock, shares of Common Stock issuable upon conversion of Series A-1 Preferred Stock, shares of Common Stock issuable upon conversion of Series A-2 Preferred Stock, and shares of Common Stock issuable upon conversion of Series A-3 Preferred Stock. In this regard, the shares of the Series A Preferred Stock, the shares of the Series A-1 Preferred Stock, the shares of the Series A-2 Preferred Stock, and the shares of Series A-3 Preferred Stock directly held by OCM HLCN are currently convertible, based on their respective Conversion Ratios set forth in Item 6 of this Schedule 13D (as amended), into 814,399, 1,366,931, 1,809,544 and 933,529 shares of Common Stock, respectively. OCM HLCN has the sole power to vote and dispose of all such shares.
     
    Due to the nature of the Voting Agreement, the Reporting Persons may be deemed to be members of a “group,” within the meaning of Section 13d-5 of the Act, comprised of the Reporting Persons and the Voting Agreement Members. Shares listed as beneficially owned by each Reporting Person exclude shares held by any of the Voting Agreement Members. The Reporting Persons hereby expressly disclaim beneficial ownership of any Common Stock beneficially owned by any of the Voting Agreement Members or any other person, and do not affirm membership in a “group” (within the meaning of Rule 13d-5 of the Act) with any of the Voting Agreement Members or any other person, and this Schedule 13D shall not be construed as acknowledging that the Reporting Persons, for any or all purposes, beneficially owns any Common Stock beneficially owned by any of the Voting Agreement Members or any other person or is a member of a group with any of the Voting Agreement Members or any other person.
     
    (c) Except as reported herein, the Reporting Persons have not effected any transactions within the past 60 days.
    14

    Item 6.
    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
     
    Item 6 is hereby amended by adding the following:
     
    Series A-3 Purchase Agreement
     
    On March 27, 2024, the Issuer, OCM HLCN and the other purchasers party thereto entered into the Series A-3 Purchase Agreement, pursuant to which OCM HLCN purchased 6,376 shares of Series A-3 Preferred Stock for approximately $6.2 million. The Series A-3 Purchase Agreement also provides, among other things, that the affirmative vote or prior written consent of the purchasers of Series A-3 Preferred Stock holding at least two-thirds (66 2/3/%) of the shares held by such purchasers must be obtained prior to the entry by Issuer into any transaction that is expected to result in a change of control, unless each holder of outstanding shares of Series A-3 Preferred Stock is given the option to receive a cash payment per share equal to the then applicable Redemption Price (as defined in the Series A-3 Certificate of Designations).
     
    The foregoing description of the Series A-3 Purchase Agreement is qualified in its entirety by reference to the full text of the Series A-3 Purchase Agreement which is incorporated by reference herein.
     
    Series A-3 Certificate of Designations
     
    Subject to the terms and conditions of the Series A-3 Certificate of Designations the Issuer filed with the Delaware Secretary of State on March 27, 2024 (the “Series A-3 Certificate of Designations”), commencing on July 25, 2024, all or any portion of the shares of Series A-3 Preferred Stock may be converted into Common Stock at any time based on the then-applicable liquidation preference (as determined in accordance with the Series A-3 Certificate of Designations) divided by the applicable conversion price (the “Conversion Ratio”). The ordinary conversion price of the Series A-3 Preferred Stock is $6.83 per share and is subject to adjustment for stock splits, combinations, certain distributions or similar events.
     
    Subject to the terms and conditions of the Series A-3 Certificate of Designations, 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-3 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-3 Purchase Agreement) has occurred since the date of the most recent financial statements that met the foregoing conditions, cause the conversion of all or any portion of the Series A-3 Preferred Stock into Common Stock using the then-applicable Conversion Ratio. The shares of Series A-3 Preferred Stock are also subject to redemption by the Issuer at any time following the closing date of the issuance of shares of Series A-3 Preferred Stock in accordance with the terms of the Series A-3 Certificate of Designations. In the event of a change of control transaction, the shares of Series A-3 Preferred Stock are subject to redemption or conversion in accordance with the terms of the Series A-3 Certificate of Designations.
     
    This summary is qualified in its entirety by reference to the full text of the Series A-3 Certificate of Designations which is incorporated by reference herein.
     
    Amendment No. 4 to Registration Rights Agreement
     
    Concurrently with the closing of transactions contemplated by the Series A-3 Purchase Agreement, OCM HLCN entered into Amendment No. 4 to the Registration Rights Agreement, dated October 8, 2019, as amended by the Amendment No. 1 thereto on March 28, 2023, Amendment No. 2 thereto on September 6, 2023 and Amendment No. 3 thereto on December 15, 2023 (the “Fourth RRA Amendment”) with the Issuer and certain other stockholders of the Issuer listed on the signature pages thereto. The Fourth RRA Amendment, among other things amended the definition of Registrable Securities to include the shares of Common Stock issuable upon conversion or redemption of the shares of Series A-3 Preferred Stock.
    15

    This summary is qualified in its entirety by reference to the full text of the Fourth RRA Amendment which is incorporated by reference herein.
     
    Item 7.
    Material to Be Filed as Exhibits
     
    The following are filed herewith as Exhibits to this Schedule 13D:
     
    Exhibit 18
    Amendment No. 4 to the Registration Rights Agreement, dated March 27, 2024, by and among the Issuer and the holders named therein and incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the SEC by the Issuer on March 28, 2024.
     
    Exhibit 19
    Certificate of Designations of Series A-3 Redeemable Convertible Preferred Stock, dated March 27, 2024, of the Issuer and incorporated by reference to Exhibit 3.1 to the Form 8-K filed with the SEC by the Issuer on March 28, 2024.
     
    Exhibit 20
    Series A-3 Preferred Stock Purchase Agreement, dated March 27, 2024, by and among the Issuer, OCM HLCN and the other parties thereto and incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the SEC by the Issuer on March 28, 2024.
    16

    SIGNATURES
     
    After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
     
    Dated: March 29, 2024
       
         
     
    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
         
     
    BROOKFIELD OCM HOLDINGS II, LLC
         
     
    By:
    /s/ Henry Orren
     
    Name:
    Henry Orren
     
    Title:
    Senior Vice President
         
     
    BROOKFIELD OCM HOLDINGS, LLC
         
     
    By:
    /s/ Henry Orren
     
    Name:
    Henry Orren
     
    Title:
    Senior Vice President

    17

     
    BROOKFIELD OAKTREE HOLDINGS, 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


     18

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    • Battalion Oil Corporation Announces Termination of Merger Agreement with Fury Resources, Inc. and Provides Operations Update

      Houston, Texas, Dec. 20, 2024 (GLOBE NEWSWIRE) -- Battalion Oil Corporation (NYSE:BATL) ("Battalion" or the "Company") announced today that it has terminated the previously disclosed Agreement and Plan of Merger (as amended, the "Merger Agreement") with Fury Resources, Inc. ("Buyer" or "Fury"). As of this morning, Fury was not able meet the obligations and close the transaction contemplated by the Merger Agreement. 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. In support of the transaction, the holders of all of the outstanding shares of the preferred equity of the Company, Luminus Ma

      12/20/24 9:00:00 AM ET
      $BATL
      Oil & Gas Production
      Energy

    $BATL
    Analyst Ratings

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    • Battalion Oil Corp. downgraded by ROTH MKM with a new price target

      ROTH MKM downgraded Battalion Oil Corp. from Buy to Neutral and set a new price target of $28.00

      4/4/23 9:00:52 AM ET
      $BATL
      Oil & Gas Production
      Energy
    • ROTH Capital initiated coverage on Battalion Oil Corp. with a new price target

      ROTH Capital initiated coverage of Battalion Oil Corp. with a rating of Buy and set a new price target of $28.00

      8/29/22 9:01:37 AM ET
      $BATL
      Oil & Gas Production
      Energy

    $BATL
    Insider Trading

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    • SEC Form 4 filed by Chief Executive Officer Steele Matthew

      4 - BATTALION OIL CORP (0001282648) (Issuer)

      3/7/25 8:09:23 PM ET
      $BATL
      Oil & Gas Production
      Energy
    • SEC Form 4 filed by Chief Operating Officer Rohling Daniel P

      4 - BATTALION OIL CORP (0001282648) (Issuer)

      3/7/25 8:08:12 PM ET
      $BATL
      Oil & Gas Production
      Energy
    • SEC Form 4 filed by VP, Controller Martin Charles E

      4 - BATTALION OIL CORP (0001282648) (Issuer)

      3/7/25 8:06:25 PM ET
      $BATL
      Oil & Gas Production
      Energy

    $BATL
    Leadership Updates

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    • Battalion Announces Appointment of New Chief Executive Officer and Director

      Houston, April 03, 2023 (GLOBE NEWSWIRE) -- Battalion Oil Corporation (NYSEA: BATL, "Battalion" or the "Company") today announced the resignation of Richard Little who plans to pursue other opportunities and the appointment of Matt Steele as Chief Executive Officer of the Company effective immediately.  Jonathan Barrett, Battalion's Chairman of the Board commented, "Matt brings to Battalion extensive E&P experience including capital allocation, operations and internal value creation. I am pleased to welcome Matt to the Company and the Board. His executive and board experience will allow us to thrive in the next phase of Battalion. I would also like to thank Rich for his contribution

      4/3/23 4:30:00 PM ET
      $BATL
      Oil & Gas Production
      Energy
    • Battalion Announces Appointment of New Chief Financial Officer and Appointment of General Counsel

      HOUSTON, Jan. 20, 2023 (GLOBE NEWSWIRE) -- Battalion Oil Corporation (NYSEA: BATL, "Battalion" or the "Company") today announced the appointment of Kristen McWatters as Executive Vice President, Chief Financial Officer and Treasurer of the Company effective January 26, 2023, replacing Kevin Andrews, who plans to pursue other opportunities. Mr. Andrews will continue with the Company in an advisory role through the end of the first quarter. Rich Little, Battalion's Chief Executive Officer commented, "Kristen brings to Battalion a strong public accounting experience along with hands on experience in M&A, forecasting and capital management. I am pleased to welcome Kristen to the tea

      1/20/23 5:00:00 PM ET
      $BATL
      Oil & Gas Production
      Energy

    $BATL
    Financials

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    • Battalion Oil Corporation Announces First Quarter 2025 Financial and Operating Results

      HOUSTON, May 14, 2025 (GLOBE NEWSWIRE) -- Battalion Oil Corporation (NYSE:BATL, "Battalion" or the "Company")) today announced financial and operating results for the first quarter of 2025. Key Highlights Generated first quarter 2025 sales volumes of 11,900 barrels of oil equivalent per day ("Boe/d") (53% oil)Continued to lower capex per well, outperforming AFE estimatesAGI facility online and treated 1.6 Bcf for the first quarter of 2025Commenced drilling operations on final two wells of 2025 six-well plan Management Comments The Company has continued drilling operations as part of its previously announced 2025 six-well activity plan, completing four Monument Draw wells and drilling

      5/14/25 4:15:52 PM ET
      $BATL
      Oil & Gas Production
      Energy
    • Battalion Oil Corporation Announces Fourth Quarter 2024 Financial and Operating Results

      HOUSTON, March 31, 2025 (GLOBE NEWSWIRE) -- Battalion Oil Corporation (NYSE:BATL, "Battalion" or the "Company")) today announced financial and operating results for the fourth quarter of 2024. Key Highlights Completed the refinancing of our term loan on favorable terms resulting in an increase in liquidityGenerated full-year sales volumes of 12,667 barrels of oil equivalent per day ("Boe/d") (51% oil)Continued to lower capex per well, outperforming AFE estimatesAGI facility online and treated 1.8 Bcf for the fourth quarter of 2024Spud two additional wells in Monument Draw in December to commence 2025 six-well activity planYear-end 2024 reserves of approximately 64.9 million barrels o

      3/31/25 5:08:52 PM ET
      $BATL
      Oil & Gas Production
      Energy
    • Battalion Oil Corporation Announces Third Quarter 2024 Financial and Operating Results

      HOUSTON, Nov. 12, 2024 (GLOBE NEWSWIRE) -- Battalion Oil Corporation (NYSE:BATL, "Battalion" or the "Company")) today announced financial and operating results for the third quarter of 2024. Key Highlights AGI facility online and treated 1.7 Bcf for the third quarter 2024Vermejo (a Monument Draw two-well pad) has been completed and is flowing backNext Monument Draw pad wells scheduled to spud prior to year-endGenerated third quarter 2024 sales volumes of 12,076 Boe/dAmended the previously announced Merger Agreement with Fury reducing the purchase price to $7.00 per share and requiring all of the existing preferred equity holders to roll over 100% of their preferred equity Management Com

      11/12/24 4:15:00 PM ET
      $BATL
      Oil & Gas Production
      Energy

    $BATL
    Large Ownership Changes

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    • Amendment: SEC Form SC 13D/A filed by Battalion Oil Corporation

      SC 13D/A - BATTALION OIL CORP (0001282648) (Subject)

      6/20/24 6:14:13 PM ET
      $BATL
      Oil & Gas Production
      Energy
    • Amendment: SEC Form SC 13D/A filed by Battalion Oil Corporation

      SC 13D/A - BATTALION OIL CORP (0001282648) (Subject)

      6/20/24 5:56:54 PM ET
      $BATL
      Oil & Gas Production
      Energy
    • SEC Form SC 13D/A filed by Battalion Oil Corporation (Amendment)

      SC 13D/A - BATTALION OIL CORP (0001282648) (Subject)

      5/15/24 9:12:48 PM ET
      $BATL
      Oil & Gas Production
      Energy