SEC Comment Letter for BATTALION OIL CORP (BATL) (CIK 0001282648) (BATL) — Feb 5, 2010
BATTALION OIL CORP (BATL) (CIK 0001282648)
Date: Feb. 5, 2010 · CIK: 0001282648 · Accession: 0000000000-10-007460
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-164346
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-4628
DIVISION OF CORPORATION FINANCE February 5, 2010
Larry E. Lee Chief Executive Officer RAM Energy Resources, Inc. 5100 East Skelly Drive, Suite 650 Tulsa, Oklahoma 74135 Re: RAM Energy Resources, Inc. Registration Statement on Form S-3 Filed January 14, 2010 File No. 333-164346 Dear Mr. Lee:
We have limited our review of your filing to those issues we have addressed in our comment. Where indicated, we think you should revise your registration statement in response to these comments. If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. After reviewing this inform ation, we may raise additional comments. Please understand that the purpose of our re view 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 might 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.
Risk Factors, page 3
1. Please revise to either (a) include a comp lete risk factors se ction that describes all known, material risks or (b) explici tly incorporate by re ference the risk factors from your Form 10-K in a manner which is consistent with Securities Act Rule 411. If you choose the latter option, since your Form 10-K has been amended several times, please clearly speci fy the filing date of the Form 10-K that contains the information be ing incorporated by reference.
Closing Comments
As appropriate, please amend your regist ration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. With your amendment, please furnish a cover le tter that keys your responses to our comments and provides any requested information. Detailed cover
Larry E. Lee RAM Energy Resources, Inc. February 5, 2010 Page 2 letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In addition, please be advi sed that the Division of En forcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection with our review of your filing or in response to our comments on your filing. We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are aware of their respective re sponsibilities under the S ecurities Act of 1933 and the Securities Exchange Act of 1934 as they rela te to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acce leration of the effective date. We direct your attention to Rules 46 0 and 461 regarding requesting acceleration of a registration statement. Please allow ad equate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date.
Please contact Parker Morrill at (202) 551-3696 or, in his absence, me at (202) 551-3611 with any questions. Sincerely,
Anne Nguyen Parker Branch Chief cc: via facsimile
David J. Ketelsleger (405) 235-0439
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628
DIVISION OF
CORPORATION FINANCE
February 5, 2010
Larry E. Lee Chief Executive Officer RAM Energy Resources, Inc. 5100 East Skelly Drive, Suite 650 Tulsa, Oklahoma 74135
Re: RAM Energy Resources, Inc.
Registration Statement on Form S-3
Filed January 14, 2010 File No. 333-164346
Dear Mr. Lee:
We have limited our review of your filing to those issues we have addressed in
our comment. Where indicated, we think you should revise your registration statement in response to these comments. If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary. Please be as detailed as
necessary in your explanation. After reviewing this inform ation, we may raise additional
comments.
Please understand that the purpose of our re view 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 might 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.
Risk Factors, page 3
1. Please revise to either (a) include a comp lete risk factors se ction that describes
all known, material risks or (b) explici tly incorporate by re ference the risk
factors from your Form 10-K in a manner which is consistent with Securities
Act Rule 411. If you choose the latter option, since your Form 10-K has been
amended several times, please clearly speci fy the filing date of the Form 10-K
that contains the information be ing incorporated by reference.
Closing Comments
As appropriate, please amend your regist ration statement in response to these
comments. You may wish to provide us with marked copies of the amendment to
expedite our review. With your amendment, please furnish a cover le tter that keys your
responses to our comments and provides any requested information. Detailed cover
Larry E. Lee
RAM Energy Resources, Inc. February 5, 2010 Page 2 letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made. In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement. We will act on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement. Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date.
Please contact Parker Morrill at (202) 551-3696 or, in his absence, me at (202)
551-3611 with any questions.
Sincerely,
Anne Nguyen Parker Branch Chief
cc: via facsimile
David J. Ketelsleger (405) 235-0439