SEC Comment Letter for BATTALION OIL CORP (BATL) (CIK 0001282648) (BATL) — Apr 2, 2013
BATTALION OIL CORP (BATL) (CIK 0001282648)
Date: April 2, 2013 · CIK: 0001282648 · Accession: 0000000000-13-017450
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-187139
Letter
April 2 , 2013 Via E -mail Mr. Floyd C. Wilson Chief Executive Officer Halc ón Resources Corporation 1000 Louisiana St., Suite 6700 Houston, Texas 77002
Re: Halc ón Resources Corporation Registration Statement on Form S-4 Filed March 8, 2013 File No. 333-187139
Dear Mr. Wilson :
We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments , we may have additional comments.
General
1. We note that you are registering the 9.750 % Senior Notes due 20 20 and the 8.875% Senior Notes due 2021 in reliance on our position enunciated in Exxon Capital Holdings Corp. SEC No -Action Letter (April 13, 1988). See also Morgan Stanley & Co. Inc., SEC No -Action Letter (June 5, 1991) and Shearman & Sterling, SEC No - Action Letter (July 2, 1993). According ly, with the next amendment, please provide us with a supplemental letter stating that you are registering the exchange offer in reliance on our position contained in these letters and include the representations contained in the Morgan Stanley and Shearma n & Sterling no -action letters.
Mr. Floyd C. Wilson Halc ón Resources Corporation April 2 , 2013 Page 2
The Exchange Offers, page 21
Terms of the Exchange Offers; Period for Tendering Old Notes, page 21
2. We note the disclosure indicates that you will return notes not accepted for exchange “as promptly as practicable” after t he expiration or termination of the exchange offer. Exchange Act Rule 14e -1(c) requires that you exchange the notes or return the old notes “promptly” upon expiration or termination of the offer, as applicable. Please revise your disclosure here and thro ughout the document, as necessary .
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 the information the Securities Act of 193 3 and all applicable Securities Act ru les require. 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.
Notwithstanding our comments, in the event you re quest acceleration of the effective date of the pending registration statement please provide a written statement from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant t o delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effect iveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Mr. Floyd C. Wilson Halc ón Resources Corporation April 2 , 2013 Page 3
Please contact Karina V. Dorin, Staff Attorney, at (202) 551 -3763 or, in her absence, me at (202) 551 -3611 with any other questions.
Sincerely,
/s/ A.N. Parker
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April 2 , 2013 Via E -mail Mr. Floyd C. Wilson Chief Executive Officer Halc ón Resources Corporation 1000 Louisiana St., Suite 6700 Houston, Texas 77002 Re: Halc ón Resources Corporation Registration Statement on Form S-4 Filed March 8, 2013 File No. 333-187139 Dear Mr. Wilson : We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information . Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments , we may have additional comments. General 1. We note that you are registering the 9.750 % Senior Notes due 20 20 and the 8.875% Senior Notes due 2021 in reliance on our position enunciated in Exxon Capital Holdings Corp. SEC No -Action Letter (April 13, 1988). See also Morgan Stanley & Co. Inc., SEC No -Action Letter (June 5, 1991) and Shearman & Sterling, SEC No - Action Letter (July 2, 1993). According ly, with the next amendment, please provide us with a supplemental letter stating that you are registering the exchange offer in reliance on our position contained in these letters and include the representations contained in the Morgan Stanley and Shearma n & Sterling no -action letters. Mr. Floyd C. Wilson Halc ón Resources Corporation April 2 , 2013 Page 2 The Exchange Offers, page 21 Terms of the Exchange Offers; Period for Tendering Old Notes, page 21 2. We note the disclosure indicates that you will return notes not accepted for exchange “as promptly as practicable” after t he expiration or termination of the exchange offer. Exchange Act Rule 14e -1(c) requires that you exchange the notes or return the old notes “promptly” upon expiration or termination of the offer, as applicable. Please revise your disclosure here and thro ughout the document, as necessary . 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 the information the Securities Act of 193 3 and all applicable Securities Act ru les require. 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. Notwithstanding our comments, in the event you re quest acceleration of the effective date of the pending registration statement please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant t o delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the company may not assert staff comments and the declaration of effect iveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Mr. Floyd C. Wilson Halc ón Resources Corporation April 2 , 2013 Page 3 Please contact Karina V. Dorin, Staff Attorney, at (202) 551 -3763 or, in her absence, me at (202) 551 -3611 with any other questions. Sincerely, /s/ A.N. Parker Anne Nguyen Parker Branch Chief cc: Harry R. Beaudry