EXPLANATORY NOTE / DEREGISTRATION OF SECURITIES
Battalion Oil Corporation, a Delaware corporation (the “Company”), is filing with the U.S. Securities and Exchange Commission (the “Commission”) these Post-Effective Amendments (the “Post-Effective Amendments”) in connection with the following Registration Statements on Form S-8 (each a “Registration Statement” and collectively, the “Registration Statements”) filed with the Commission:
· Registration Statement No. 333-217174, filed on April 6, 2017, relating to the Halcón Resources Corporation 2016 Long-Term Incentive Plan;
· Registration Statement No. 333-213565, filed on September 9, 2016, relating to the Halcón Resources Corporation 2016 Long-Term Incentive Plan;
· Registration Statement No. 333-204001, filed on May 8, 2015, relating to the Halcón Resources Corporation First Amended and Restated 2012 Long-Term Incentive Plan;
· Registration Statement No. 333-188948, filed on May 30, 2013, relating to the Halcón Resources Corporation First Amended and Restated 2012 Long-Term Incentive Plan;
· Registration Statement No. 333-183559, filed on August 27, 2012, relating to the Halcón Resources Corporation 2012 Long-Term Incentive Plan;
· Registration Statement No. 333-180099, filed on March 14, 2012, relating to the Halcón Resources Corporation 2006 Long-Term Incentive Plan;
· Registration Statement No. 333-166893, filed on May 17, 2010, relating to the Ram Resources, Inc. 2006 Long-Term Incentive Plan;
· Registration Statement No. 333-151428, filed on June 5, 2008, relating to the Ram Resources, Inc. 2006 Long-Term Incentive Plan; and
· Registration Statement No. 333-137311, filed on September 14, 2006, relating to the Ram Resources, Inc. 2006 Long-Term Incentive Plan.
On August 7, 2019, the Company and its subsidiaries filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the “Court”). On September 24, 2019, the Court entered an order confirming the Joint Prepackaged Plan of Reorganization (the “Plan”), under which, on October 8, 2019, the effective date of the Plan, all shares of common stock and other equity in the Company were cancelled and terminated. Accordingly, all offerings of the Company’s securities, including those pursuant to the Registration Statements, have also been terminated.
In accordance with the undertakings made by the Company in the Registration Statements to remove from registration, by means of post-effective amendments, any of the securities registered pursuant to the Registration Statements for issuance that remain unissued at the termination of the offerings, the Company hereby removes from registration any and all of the securities of the Company registered under the Registration Statements that remain unissued as of the date of these Post-Effective Amendments, and hereby terminates the effectiveness of the Registration Statements.
As no securities are being registered herein, and the sole purpose of this filing is to terminate and deregister, the disclosure requirements for exhibits under Regulation S-K Item 601 are inapplicable to this filing.
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