SEC Comment Letter for BATTALION OIL CORP (BATL) (CIK 0001282648) (BATL) — Mar 24, 2006
BATTALION OIL CORP (BATL) (CIK 0001282648)
Date: March 24, 2006 · CIK: 0001282648 · Accession: 0000000000-06-014341
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-50682
Referenced dates: February 24, 2006, February 24, 2006, February 24, 2006
Letter
Mail Stop 3561 March 24, 2006 Mr. Lawrence S. Coben Chairman of the Board and Chief Executive Officer Tremisis Energy Acquisition Corporation 1775 Broadway, Suite 604 New York, New York 10019
Re: Tremisis Energy Acquisition Corporation Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A Filed March 9, 2006 File No. 000-50682
Dear Mr. Coben:
We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
General
1. We reissue prior comment three of our letter dated February 24, 2006. While we note that certain information cannot be filled in until immediately prior to filing the definitive proxy statement, all other information should be provided and updated as necessary. For instance, please provide the estimated conversion price, the approximate amount in the trust account, the last sale price of Tremisis` common stock, and the value of the shares and warrants held by Tremisis officers and directors, etc., as of the most recent practicable date.
Questions and Answer about the Proposal, page
2. On page 5, please provide specific instructions on how to remedy an improperly executed demand for conversion.
Summary of the Proxy Statement, page 9
The Parties, page 9
Tremisis, page 9
3. We note your response to comment nine of our letter dated February 24, 2006. Please revise the disclosure in paragraph three on page nine to articulate, if true, that the $1,020,000 is the remainder of the proceeds of the IPO held outside the trust. The current disclosure is confusing.
4. We reissue comment ten of our letter date February 24, 2006. We continue to note the statement that if Tremisis is unable to consummate a business combination by May 18, 2006, Tremisis` officers will dissolve and liquidate Tremisis within 60 days. Please clearly disclose the term set forth in the Form S-1 that the instruction to the trustee would be given promptly after the expiration of the 24- month period. Furthermore, please provide a detailed analysis in the disclosure as to how the 60 day time period is consistent with the disclosure in the Form S-1 regarding the prompt return of funds.
Tremisis Fairness Opinion, page 34
5. We note the removal of the statement that "the amount of such consideration was determined pursuant to negotiations between us and RAM and not pursuant to recommendations of Gilford." Please add back such disclosure as required by Item 1015(b)(5) of Regulation M-A.
The Merger Proposal, page 35
6. Please update the disclosure throughout as of the most recent practicable date. For example, please update on page 36 the amount in the trust account.
Background of the Merger, page 36
7. We note the exclusion from the $1 million indemnification basket of claims with respect to a specific pending lawsuit on page 39. Please clarify whether this pending lawsuit is the one discussed in legal proceedings on page 92.
Valuation Overview, page 43
8. Any presentations or reports prepared by management or Gilford should be described in reasonable detail, by date, indicating the nature of the presentation, information presented, recommendations and conclusions. Any materials, including reports, analyses, projections, talking papers and similar items which were prepared or presented at these meetings should be supplementally provided to the staff.
9. We reissue our prior comment 17 of our letter dated February 24, 2006. We note your explanation in the correspondence. However, we cannot locate this disclosure in the section entitled "Fairness Opinion - Valuation Overview" on page 43. Please advise or revise.
Discounted Cash Flow Analysis, pages 44-45
10. We reissue prior comment 18 of our letter dated February 24, 2006. We note your explanation in the correspondence. However, we still cannot locate this disclosure in the proxy statement. Please advise or revise.
Material Federal Income Tax Consequences of the Merger, page 46
11. Revise the disclosure in this section to clearly indicate that the tax consequences are the opinion of named counsel. For example, clearly state that it is the opinion of counsel, Graubard Miller, that no gain or loss will be recognized.
12. Remove the statement that "this discussion is intended to provide only a general summary of the material United States federal income tax consequences of the merger." The tax opinion and this discussion should address all material federal income tax consequences.
Business of RAM, page 79
13. We note the surface lease dated July 1, 1991 covering the Electra gas plant is subject to the terms and conditions contained in the purchase and sales agreement dated June 7, 1991. Please provide us with this agreement supplementally and disclose any material terms of that agreement that relate to the lease.
14. Please reconcile the statement on page 82 that "as with the Electra/Burkburnett Area, RAM`s properties in the Boonsville Area are owned by RWG" with the disclosure on page 80 that the land is leased by RAM.
15. Please provide us supplementally with the lease agreement covering the Barnett Shale Acreage. The exhibits provided supplementally relate to the participation agreement with Chief Oil and the agreement with EOG, rather than the actual lease agreement. Also, discuss the material terms in the proxy statement.
16. Please reconcile the disclosure in this section relating to the Participation Agreement with Chief Oil & Gas with the supplemental agreement, which indicates that Chief has a 50% working interest and a 40% net revenue interest in each of the leases. Explain the difference between working interest and net revenue interest.
17. We note the disclosure that RAM has a 23.9% working interest in the acreage block. Please explain where in the agreement provided supplementally this term is included. Also, please include the net revenue interest. The agreement provided supplementally indicates it is a sale and purchase agreement. Please clarify the nature of the agreement in the disclosure. Lastly, please explain the reference in the supplemental agreement to the gross and net acres of oil and gas leaseholds and explain the statement that EOG desires to purchase "an undivided 50% of 8/8th interest with a proportionate 81.25% net revenue interest ...."
Reserve Data, page 86
18. In your prior response 1B, you stated, "Therefore, while a 12- month average may not reflect actual production costs incurred on the last day, or the last month, of the reporting fiscal period, a twelve month average represents a more representative account of operating costs incurred during the base period utilized for calculating future net revenues, discounted future net revenues and the standardized measure." The point of our prior statement "The estimates of your proved reserves and standardized measure should utilize these components as determined at reporting fiscal period end" is that all components of production costs, even those assessed less often than monthly, should be evaluated as of the period-end. This is supported by paragraph 30b) of Financial Accounting Standard 69, "Future development and production costs. These costs shall be computed by estimating the expenditures to be incurred in developing and producing the proved oil and gas reserves at the end of the year, based on year-end costs and assuming continuation of existing economic conditions." Please affirm to us that the production costs you used to estimate your disclosed 2005 proved reserves and associated standardized measure are not significantly different from those in effect at December 31, 2005. If you cannot so affirm, please amend your proved reserve and standardized measure disclosures so that only such year-end cost components are used for these estimates.
19. Also you stated, "The operating costs included in the RAM reserve reports include all first level supervision on each operated property, including engineering and field supervision, and associated benefits, whether performed in the field or in RAM`s Electra, Texas office, or in RAM`s home office in Tulsa, Oklahoma." For your operated property production costs, please: affirm to us that you have included expenses you incurred performing activities similar to those for which you are proportionally reimbursed by the COPAS charges paid by your non-operating partners; or demonstrate to us that the impact of such expenses is not significant. If you cannot, please amend your document to include these cost components in your estimates of proved reserves and standardized measure.
Oil and Natural Gas Marketing and Hedging, page 89
20. We note your response to comment 24 of our letter dated February 24, 2006. Please disclose the material terms of the agreements between RAM and Shell Trading-US and RAM and Dynegy (now Targa). Also, please be advised that these agreements are material agreements that should be filed as exhibits upon completion of the business combination.
Results of Operations, page 95
Year Ended December 31, 2005 Compared to Year Ended December 31, 2004, page 95
21. Disclose the increase in other revenues and operating income and the reason for the increase.
22. Please explain the statement that of the $2 million increase in oil and natural gas production taxes, "$2.3 was attributable to the WG Acquisition." Also explain how $12.8 million of the increase in oil and natural gas production expense was due to the WG Acquisition when the increase was only $12.5 million.
23. On page 97, please provide the reasons for the reduction in net income.
24. Please name the lending institution with whom you executed a commitment letter in February 2006.
Financial Statements, page F-1
Audit Opinion, page F-2
25. We note that the revised audit report does not include the name of the independent accountant. Please revise the report accordingly.
Notes to Consolidated Financial Statements-(Continued), page F-28
26. FAS 69, paragraph 33g requires the disclosure of "Previously estimated development costs incurred during the period." We note no entries for your line item, "Development costs incurred and revisions" in your reconciliation of the changes to the standardized measure. This implies that you expended no development capital in 2005 that was included in your 2004 standardized measure. Please clarify this situation to us. Amend your document if appropriate.
As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
You may contact Carlton Tartar at 202-551-3387 or Terence O`Brien at 202-551-3355, if you have questions regarding comments on the financial statements and related matters. You may contact Ronald Winfrey, petroleum engineer, at 202-551-3704, if you have questions related to oil and gas engineering matters. Please contact Yuna Peng at 202-551-3391 or Ronald E. Alper at 202-551-3329, or Pamela Howell, who supervised the review of your filing, at (202) 551-3357, with any other questions.
Sincerely,
John Reynolds
Assistant Director
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 3561
March 24, 2006
Mr. Lawrence S. Coben
Chairman of the Board and Chief Executive Officer
Tremisis Energy Acquisition Corporation
1775 Broadway, Suite 604
New York, New York 10019
Re: Tremisis Energy Acquisition Corporation
Amendment No. 2 to Preliminary Proxy Statement on Schedule
14A
Filed March 9, 2006
File No. 000-50682
Dear Mr. Coben:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. We reissue prior comment three of our letter dated February 24,
2006. While we note that certain information cannot be filled in
until immediately prior to filing the definitive proxy statement,
all
other information should be provided and updated as necessary.
For
instance, please provide the estimated conversion price, the
approximate amount in the trust account, the last sale price of
Tremisis` common stock, and the value of the shares and warrants
held
by Tremisis officers and directors, etc., as of the most recent
practicable date.
Questions and Answer about the Proposal, page
2. On page 5, please provide specific instructions on how to
remedy
an improperly executed demand for conversion.
Summary of the Proxy Statement, page 9
The Parties, page 9
Tremisis, page 9
3. We note your response to comment nine of our letter dated
February
24, 2006. Please revise the disclosure in paragraph three on page
nine to articulate, if true, that the $1,020,000 is the remainder
of
the proceeds of the IPO held outside the trust. The current
disclosure is confusing.
4. We reissue comment ten of our letter date February 24, 2006.
We
continue to note the statement that if Tremisis is unable to
consummate a business combination by May 18, 2006, Tremisis`
officers
will dissolve and liquidate Tremisis within 60 days. Please
clearly
disclose the term set forth in the Form S-1 that the instruction
to
the trustee would be given promptly after the expiration of the
24-
month period. Furthermore, please provide a detailed analysis in
the
disclosure as to how the 60 day time period is consistent with the
disclosure in the Form S-1 regarding the prompt return of funds.
Tremisis Fairness Opinion, page 34
5. We note the removal of the statement that "the amount of such
consideration was determined pursuant to negotiations between us
and
RAM and not pursuant to recommendations of Gilford." Please add
back
such disclosure as required by Item 1015(b)(5) of Regulation M-A.
The Merger Proposal, page 35
6. Please update the disclosure throughout as of the most recent
practicable date. For example, please update on page 36 the
amount
in the trust account.
Background of the Merger, page 36
7. We note the exclusion from the $1 million indemnification
basket
of claims with respect to a specific pending lawsuit on page 39.
Please clarify whether this pending lawsuit is the one discussed
in
legal proceedings on page 92.
Valuation Overview, page 43
8. Any presentations or reports prepared by management or Gilford
should be described in reasonable detail, by date, indicating the
nature of the presentation, information presented, recommendations
and conclusions. Any materials, including reports, analyses,
projections, talking papers and similar items which were prepared
or
presented at these meetings should be supplementally provided to
the
staff.
9. We reissue our prior comment 17 of our letter dated February
24,
2006. We note your explanation in the correspondence. However,
we
cannot locate this disclosure in the section entitled "Fairness
Opinion - Valuation Overview" on page 43. Please advise or
revise.
Discounted Cash Flow Analysis, pages 44-45
10. We reissue prior comment 18 of our letter dated February 24,
2006. We note your explanation in the correspondence. However,
we
still cannot locate this disclosure in the proxy statement.
Please
advise or revise.
Material Federal Income Tax Consequences of the Merger, page 46
11. Revise the disclosure in this section to clearly indicate that
the tax consequences are the opinion of named counsel. For
example,
clearly state that it is the opinion of counsel, Graubard Miller,
that no gain or loss will be recognized.
12. Remove the statement that "this discussion is intended to
provide
only a general summary of the material United States federal
income
tax consequences of the merger." The tax opinion and this
discussion
should address all material federal income tax consequences.
Business of RAM, page 79
13. We note the surface lease dated July 1, 1991 covering the
Electra
gas plant is subject to the terms and conditions contained in the
purchase and sales agreement dated June 7, 1991. Please provide
us
with this agreement supplementally and disclose any material terms
of
that agreement that relate to the lease.
14. Please reconcile the statement on page 82 that "as with the
Electra/Burkburnett Area, RAM`s properties in the Boonsville Area
are
owned by RWG" with the disclosure on page 80 that the land is
leased
by RAM.
15. Please provide us supplementally with the lease agreement
covering the Barnett Shale Acreage. The exhibits provided
supplementally relate to the participation agreement with Chief
Oil
and the agreement with EOG, rather than the actual lease
agreement.
Also, discuss the material terms in the proxy statement.
16. Please reconcile the disclosure in this section relating to
the
Participation Agreement with Chief Oil & Gas with the supplemental
agreement, which indicates that Chief has a 50% working interest
and
a 40% net revenue interest in each of the leases. Explain the
difference between working interest and net revenue interest.
17. We note the disclosure that RAM has a 23.9% working interest
in
the acreage block. Please explain where in the agreement provided
supplementally this term is included. Also, please include the
net
revenue interest. The agreement provided supplementally indicates
it
is a sale and purchase agreement. Please clarify the nature of
the
agreement in the disclosure. Lastly, please explain the reference
in
the supplemental agreement to the gross and net acres of oil and
gas
leaseholds and explain the statement that EOG desires to purchase
"an
undivided 50% of 8/8th interest with a proportionate 81.25% net
revenue interest ...."
Reserve Data, page 86
18. In your prior response 1B, you stated, "Therefore, while a 12-
month average may not reflect actual production costs incurred on
the
last day, or the last month, of the reporting fiscal period, a
twelve
month average represents a more representative account of
operating
costs incurred during the base period utilized for calculating
future
net revenues, discounted future net revenues and the standardized
measure." The point of our prior statement "The estimates of your
proved reserves and standardized measure should utilize these
components as determined at reporting fiscal period end" is that
all
components of production costs, even those assessed less often
than
monthly, should be evaluated as of the period-end. This is
supported
by paragraph 30b) of Financial Accounting Standard 69, "Future
development and production costs. These costs shall be computed
by
estimating the expenditures to be incurred in developing and
producing the proved oil and gas reserves at the end of the year,
based on year-end costs and assuming continuation of existing
economic conditions." Please affirm to us that the production
costs
you used to estimate your disclosed 2005 proved reserves and
associated standardized measure are not significantly different
from
those in effect at December 31, 2005. If you cannot so affirm,
please amend your proved reserve and standardized measure
disclosures
so that only such year-end cost components are used for these
estimates.
19. Also you stated, "The operating costs included in the RAM
reserve
reports include all first level supervision on each operated
property, including engineering and field supervision, and
associated
benefits, whether performed in the field or in RAM`s Electra,
Texas
office, or in RAM`s home office in Tulsa, Oklahoma." For your
operated property production costs, please: affirm to us that you
have included expenses you incurred performing activities similar
to
those for which you are proportionally reimbursed by the COPAS
charges paid by your non-operating partners; or demonstrate to us
that the impact of such expenses is not significant. If you
cannot,
please amend your document to include these cost components in
your
estimates of proved reserves and standardized measure.
Oil and Natural Gas Marketing and Hedging, page 89
20. We note your response to comment 24 of our letter dated
February
24, 2006. Please disclose the material terms of the agreements
between RAM and Shell Trading-US and RAM and Dynegy (now Targa).
Also, please be advised that these agreements are material
agreements
that should be filed as exhibits upon completion of the business
combination.
Results of Operations, page 95
Year Ended December 31, 2005 Compared to Year Ended December 31,
2004, page 95
21. Disclose the increase in other revenues and operating income
and
the reason for the increase.
22. Please explain the statement that of the $2 million increase
in
oil and natural gas production taxes, "$2.3 was attributable to
the
WG Acquisition." Also explain how $12.8 million of the increase
in
oil and natural gas production expense was due to the WG
Acquisition
when the increase was only $12.5 million.
23. On page 97, please provide the reasons for the reduction in
net
income.
24. Please name the lending institution with whom you executed a
commitment letter in February 2006.
Financial Statements, page F-1
Audit Opinion, page F-2
25. We note that the revised audit report does not include the
name
of the independent accountant. Please revise the report
accordingly.
Notes to Consolidated Financial Statements-(Continued), page F-28
26. FAS 69, paragraph 33g requires the disclosure of "Previously
estimated development costs incurred during the period." We note
no
entries for your line item, "Development costs incurred and
revisions" in your reconciliation of the changes to the
standardized
measure. This implies that you expended no development capital in
2005 that was included in your 2004 standardized measure. Please
clarify this situation to us. Amend your document if appropriate.
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
You may contact Carlton Tartar at 202-551-3387 or Terence
O`Brien at 202-551-3355, if you have questions regarding comments
on
the financial statements and related matters. You may contact
Ronald
Winfrey, petroleum engineer, at 202-551-3704, if you have
questions
related to oil and gas engineering matters. Please contact Yuna
Peng
at 202-551-3391 or Ronald E. Alper at 202-551-3329, or Pamela
Howell,
who supervised the review of your filing, at (202) 551-3357, with
any
other questions.
Sincerely,
John Reynolds
Assistant Director
cc: David Alan Miller, Esq.
Sherie B. Rosenberg, Esq.
(212) 818-8881
??
??
??
??
Lawrence S. Coben
Tremisis Energy Acquisition Corp.
March 24, 2006
Page 6
</TEXT>
</DOCUMENT>