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Item 9A. Controls and Procedures

2021-03-08 compared with 2020-03-25 · 53 added, 38 removed, 77 unchanged (54% of the section changed)

CONTROLS AND PROCEDURES

Management’s Evaluation of Disclosure Controls and Procedures

In accordance with Rules 13a‑15(f) and 15d‑15(f), of the Exchange Act, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures based on the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013 as of the end of the period covered by this report.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2019 (Successor) to provide

reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Management’s Evaluation of Disclosure Controls and Procedures

In accordance with Rules 13a-15(f) and 15d-15(f), of the Exchange Act, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures based on the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013 as of the end of the period covered by this report.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2020 (Successor) to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Our disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Management has assessed, and our independent registered public accounting firm, Deloitte & Touche LLP, has audited, our internal control over financial reporting as of December 31, 2019 (Successor).

The unqualified reports of management and Deloitte & Touche LLP thereon are included in Item 8.

Consolidated Financial Statements and Supplementary Data of this Annual Report on Form 10‑K and are incorporated by reference herein.

Management’s Report on Internal Control over Financial Reporting

Management has assessed our internal control over financial reporting as of December 31, 2020 (Successor).

The unqualified report of management thereon is included in Item 8.

Consolidated Financial Statements and Supplementary Data of this Annual Report on Form 10-K and is incorporated by reference herein.

Changes in Internal Control over Financial Reporting

6 unchanged sentences

If the Company amends the Code of Ethics or grants a waiver, including an implicit waiver, from the Code of Ethics, the Company will disclose the information on its website.

The waiver information will remain on the website for at least twelve months after the initial disclosure of such w aiver.

The waiver information will remain on the website for at least twelve months after the initial disclosure of such waiver.

EXECUTIVE COMPENSATION

1 unchanged sentence

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Equity Compensation Plan Information

The following table sets forth certain information as of December 31, 2020 with respect to compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance.

Number of Securities

Remaining Available for

Future Issuance Under

Number of Securities

Weighted-Average

Equity Compensation

to be Issued Upon Exercise

Exercise Price of

Plans (Excluding

of Outstanding

Outstanding Options and

Securities Reflected in

Plan Category

Options and Rights(a)

Equity compensation plans approved by security holders (1)

Equity compensation plans not approved by security holders

(1) Represents information for the 2020 Long-Term Incentive Plan.

Pursuant to General Instruction 6 to Form 10-K, we incorporate by reference into this Item the information to be disclosed in our definitive proxy statement for our 2021 Annual Meeting of Stockholders.

8 unchanged sentences

All schedules are omitted because they are inapplicable or because the required information is contained in the financial statements or included in the notes thereto.

Order of the Bankruptcy Court, dated September 24 2019, confirming the Joint Prepackaged Plan of Reorganization of Halcón Resources Corporation, et al, under Chapter 11 of the Bankruptcy Code, together with such Joint Prepackaged Plan of Reorganization (Incorporated by reference to Exhibit 2.1 of our Current Report on Form 8‑K filed September 26, 2019).

Purchase and Sale Agreement dated January 18, 2017, by and between Halcón Energy Properties, Inc.

and Samson Exploration, LLC (Incorporated by reference to Exhibit 2.2 of our Annual Report on Form 10‑K filed March 1, 2017).

Agreement of Sale and Purchase dated January 24, 2017, by and among Halcón Energy Properties, Inc., Halcón Holdings, Inc., HK Energy, LLC, HK Oil & Gas, LLC, HRC Energy, LLC, The 7711 Corporation, Halcón Operating Co., Inc.

and Halcón Field Services, LLC and Hawkwood Energy East Texas, LLC (Incorporated by reference to Exhibit 2.3 of our Annual Report on Form 10‑K filed March 1, 2017).

Agreement of Sale and Purchase, dated as of July 10, 2017, by and among Halcón Energy Properties, Inc., Halcón Operating Co., Inc., HRC Operating, LLC, and HRC Energy, LLC, as sellers, Halcón Williston I, LLC and Halcón Williston II, LLC, as the companies, Bruin Williston Holdings, LLC, as purchaser, and Halcón Resources Corporation, as guarantor (Incorporated by reference to Exhibit 2.1 of our Current Report on Form 8‑K filed July 11, 2017).

Agreement of Sale and Purchase, dated September 19, 2017, by and among Halcón Energy Properties, Inc., HRC Energy, LLC, Halcón Holdings, Inc.

and Halcón Operating Co., Inc., collectively as seller, and Riverbend Oil and Gas VI, LLC, as purchaser (Incorporated by reference to Exhibit 2.1 of our Quarterly Report on Form 10‑Q filed November 9, 2017).

Purchase and Sale Agreement dated February 6, 2018, by and between Halcón Energy Properties, Inc.

(3) Exhibits:

Purchase and Sale Agreement dated February 6, 2018, by and between Halcón Energy Properties, Inc.

and SWEPI LP (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed February 8, 2018).

Asset Purchase Agreement, dated October 31, 2018, by and among Halcón Field Services, LLC, Halcón Operating Co., Inc., Halcón Energy Properties, Inc.

and Water Bridge Texas Midstream LLC (Incorporated by reference to Exhibit 2.1 of our Quarterly Report on Form 10-Q filed November 8, 2018).

Amended and Restated Certificate of Incorporation of Halcón Resources Corporation dated October 8, 2019, as amended by the Certificate of Amendment, dated January 21, 2020.

Amended and Restated Certificate of Incorporation of Battalion Oil Corporation ( formerly Halcón Resources Corporation) dated October 8, 2019, as amended by the Certificate of Amendment, dated January 21, 2020 (Incorporated by reference to Exhibit 3.1 of our Annual Report on Form 10-K filed March 25, 2020).

Seventh Amended and Restated Bylaws of Battalion Oil Corporation (Incorporated by reference to Exhibit 3.2 of our Current Report on Form 8-K filed January 27, 2020).

Description of Battalion Oil Corporation’s securities registered under Section 12 of the Exchange Act.

Senior Secured Revolving Credit Agreement, dated as of October 8, 2019, by and among Halcón Resources Corporation, Bank of Montreal, as administrative agent, and certain other financial institutions party thereto, as lenders (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed October 8, 2019).

First Amendment to the Senior Secured Revolving Credit Agreement, dated as of November 21, 2019, by and among Halcón Resources Corporation, as borrower, Bank of Montreal, as administrative agent, and the lenders party thereto.

Description of Battalion Oil Corporation’s securities registered under Section 12 of the Exchange Act.

(Incorporated by reference to Exhibit 4.1 of our Annual Report on Form 10-K filed March 25, 2020).

Senior Secured Revolving Credit Agreement, dated as of October 8, 2019, by and among Battalion Oil Corporation ( formerly Halcón Resources Corporation), as borrower, Bank of Montreal, as administrative agent, and certain other financial institutions party thereto, as lenders (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed October 8, 2019).

First Amendment to the Senior Secured Revolving Credit Agreement, dated as of November 21, 2019, by and among Battalion Oil Corporation ( formerly Halcón Resources Corporation), as borrower, Bank of Montreal, as administrative agent, and the lenders party thereto.

(Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed November 27, 2019).

Warrant Agreement, dated as of October 8, 2016, by and between Halcón Resources Corporation and Broadridge Corporate Issuer Solutions, Inc., as warrant agent (Incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed October 8, 2019).

Registration Rights Agreement, dated as of October 8, 2019, by and among Halcón Resources Corporation and each of the parties thereto, as investors (Incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K filed October 8, 2019).

Second Amendment to the Senior Secured Revolving Credit Agreement and Limited Consent, dated as of April 30, 2020, by and among Battalion Oil Corporation, as borrower, Bank of Montreal, as administrative agent, and the lenders party thereto.

(Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed May 6, 2020).

Third Amendment to the Senior Secured Revolving Credit Agreement and Limited Waiver, dated as of October 29, 2020, by and among Battalion Oil Corporation, as borrower, Bank of Montreal, as administrative agent, and the lenders party thereto.

(Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed November 2, 2020).

Warrant Agreement, dated as of October 8, 2019, by and between Halcón Resources Corporation and Broadridge Corporate Issuer Solutions, Inc., as warrant agent (Incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed October 8, 2019).

Battalion Oil Corporation 2020 Long-Term Incentive Plan, effective as of January 1, 2020 (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed January 31, 2020).

Employment Agreement between Richard H.

Little and Battalion Oil Corporation effective as of January 28, 2020 .

Little and Battalion Oil Corporation effective as of January 28, 2020 (Incorporated by reference to Exhibit 10.5 of our Annual Report on Form 10-K filed March 25, 2020).

Employment Agreement between Ragan T.

Altizer and Battalion Oil Corporation effective as of January 28, 2020 .

Altizer and Battalion Oil Corporation effective as of January 28, 2020 (Incorporated by reference to Exhibit 10.6 of our Annual Report on Form 10-K filed March 25, 2020).

Employment Agreement between Daniel P.

Rohling and Battalion Oil Corporation effective as of January 28, 2020 .

Employment Agreement between Floyd C.

Wilson and Halcón Resources Corporation dated June 1, 2012 (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8‑K filed June 5, 2012).

Employment Agreement between Mark J.

Mize and Halcón Resources Corporation dated June 1, 2012 (Incorporated by reference to Exhibit 10.3 of our Current Report on Form 8‑K filed June 5, 2012).

Amended and Restated Employment Agreement between David S.

Elkouri and Halcón Resources Corporation dated September 3, 2019 (Incorporated by reference to Exhibit 10.2 of our Current Report on Form 8‑K filed September 27, 2019).

Amended and Restated Employment Agreement between Jon Wright and Halcón Resources Corporation dated September 3, 2019 (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8‑K filed September 27, 2019).

Rohling and Battalion Oil Corporation effective as of January 28, 2020 (Incorporated by reference to Exhibit 10.7 of our Annual Report on Form 10-K filed March 25, 2020).

Employment Agreement between R.

Kevin Andrews and Battalion Oil Corporation effective as of August 17, 2020 (Incorporated by reference to Exhibit 10.12 of our Quarterly Report on Form 10-Q filed November 9, 2020).

Form of Nonqualified Stock Option Award Agreement (Incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed January 31, 2020).

2 unchanged sentences

Form of M&A Restricted Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.5 of our Current Report on Form 8-K filed January 31, 2020).

List of Subsidiaries of Halcón Resources Corporation

List of Subsidiaries of Battalion Oil Corporation

Consent of Deloitte & Touche LLP

24 unchanged sentences

March 8, 2021

KEVIN ANDREWS

Kevin Andrews

Executive Vice President, Chief Financial Officer and Treasurer

4 unchanged sentences

March 8, 2021

/s/ WILLIAM CARAPUCCI

William Carapucci

/s/ JONATHAN BARRETT

Jonathan Barrett

March 8, 2021

9 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures