2 unchanged sentences
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.
−Removed: 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.
+Added: 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, 2021 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
−Removed: Management has assessed our internal control over financial reporting as of December 31, 2020 (Successor).
+Added: Management has assessed our internal control over financial reporting as of December 31, 2021.
The unqualified report of management thereon is included in Item 8.
1 unchanged sentence
Changes in Internal Control over Financial Reporting
−Removed: There has been no change in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, during the three months ended December 31, 2020 (Successor) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: There has been no change in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, during the three months ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
OTHER INFORMATION
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
+Added: Not applicable.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
25 unchanged sentences
Equity compensation plans not approved by security holders (2)
−Removed: (1) Represents information for the 2020 Long-Term Incentive Plan.
+Added: (1) Consists of 775,515 unvested RSUs and outstanding 478,152 stock options.
+Added: (2) The formation of the plan was approved by the Bankruptcy Court upon confirmation of our Plan of Reorganization and further approved by our board with an effective date of January 1, 2020.
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 2022 Annual Meeting of Stockholders.
10 unchanged sentences
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).
−Removed: 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).
−Removed: Purchase and Sale Agreement dated February 6, 2018, by and between Halcón Energy Properties, Inc.
−Removed: and SWEPI LP (Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed February 8, 2018).
−Removed: Asset Purchase Agreement, dated October 31, 2018, by and among Halcón Field Services, LLC, Halcón Operating Co., Inc., Halcón Energy Properties, Inc.
−Removed: 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 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).
9 unchanged sentences
(Incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed November 2, 2020).
+Added: Fourth Amendment to the Senior Secured Revolving Credit Agreement dated as of May 10, 2021, by and among Battalion Oil Corporation, as borrower, Bank of Montreal, as administrative agent, and the lenders party thereto (Incorporated by reference to Exhibit 10.1.4 of our Quarterly Report on Form 10-Q filed May 17, 2021).
+Added: Fifth Amendment to the Senior Secured Revolving Credit Agreement dated as of September 24, 2021, by and among Battalion Oil Corporation, as borrower, Bank of Montreal, as administrative agent, and the lenders party thereto (Incorporated by reference to Exhibit 10.1.5 of our Current Report on Form 8-K filed September 30, 2021).
+Added: Amended and Restated Senior Secured Credit Agreement dated as of November 24, 2021, by and among Battalion Oil Corporation, as holdings, Halcón Holdings LLC, as borrower, the subsidiary guarantors party thereto, Macquarie Bank Limited, 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 29, 2021).
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).
3 unchanged sentences
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).
−Removed: Employment Agreement between Ragan T.
−Removed: 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.
2 unchanged sentences
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).
+Added: First Amendment to Employment Agreement between R.
+Added: Kevin Andrews and Battalion Oil Corporation effective as of August 7, 2021.
+Added: (Incorporated by reference to Exhibit 10.8.1 of our Quarterly Report on Form 10-Q filed August 9, 2021).
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).
9 unchanged sentences
Report of Netherland, Sewell & Associates, Inc.
−Removed: XBRL Instance Document
−Removed: XBRL Taxonomy Extension Schema Document
−Removed: XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: XBRL Taxonomy Extension Definition Document
−Removed: XBRL Taxonomy Extension Label Linkbase Document
−Removed: XBRL Taxonomy Extension Presentation Linkbase Document
+Added: Inline XBRL Instance Document
+Added: Inline XBRL Taxonomy Extension Schema Document
+Added: Inline XBRL Taxonomy Extension Calculation Linkbase Document
+Added: Inline XBRL Taxonomy Extension Definition Document
+Added: Inline XBRL Taxonomy Extension Label Linkbase Document
+Added: Inline XBRL Taxonomy Extension Presentation Linkbase Document
+Added: Cover Page Interactive Data File (embedded within the Inline XBRL document)
Attached hereto.
16 unchanged sentences
March 7, 2022
−Removed: /s/ WILLIAM TRANSIER
−Removed: William Transier
−Removed: Chairman of the Board
−Removed: March 8, 2021
/s/ JONATHAN BARRETT
Jonathan Barrett
+Added: Chairman of the Board
March 7, 2022
1 unchanged sentence
March 7, 2022
−Removed: /s/ SCOTT GERMANN
−Removed: Scott Germann
−Removed: March 8, 2021
/s/ GREGORY HINDS
2 unchanged sentences
March 7, 2022
+Added: /s/ WILLIAM ROGERS
+Added: William Rogers
+Added: March 7, 2022
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.