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February 16, 2024
Matthew Steele
Chief Executive Officer
Battalion Oil Corporation
Two Memorial City Plaza
820 Gessner Road, Suite 1100
Houston, Texas 77024
Re:Battalion Oil Corporation
Schedule 13E-3/A filed February 12, 2024
File No. 005-79873
Revised Preliminary Proxy Statement filed February 12, 2024
File No. 001-35467
Dear Matthew Steele:
            We have reviewed your filings and have the following 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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Schedule 13E-3/A filed February 12, 2024; PRER14A filed February 12, 2024
General
1.Refer to prior comment 1, which we reissue. We note that the Schedule 13E-3/A
continues to state that (emphasis added) “[c]ertain portions of this exhibit have been
redacted and separately filed with the SEC pursuant to a request for confidential
treatment.” This disclosure appears to continue to be inaccurate, given that we have not
received any such request for confidential treatment. Please promptly file the confidential
treatment request, or file the exhibits in unredacted form.
2.Refer to prior comment 4, which we reissue in part. We note that “Oaktree Fund GPI,
L.P.” and “Oaktree Fund GP I, L.P.” continue to be referenced in the Schedule 13E-3/A.
Please revise.

 FirstName LastNameMatthew Steele
 Comapany NameBattalion Oil Corporation
 February 16, 2024 Page 2
 FirstName LastNameMatthew Steele
Battalion Oil Corporation
February 16, 2024
Page 2
3.Refer to prior comment 5. The Stockholders’ Agreement beginning on page E-89 states
that it was “made and entered into as of December 14, 2023.” However, disclosure on
page 114 states that (emphasis added) “[i]n connection with the transactions contemplated
by the Merger Agreement, upon the consummation of the transactions contemplated by
the Merger Agreement [...] Parent will enter into a Stockholders’ Agreement.” Given this
apparent discrepancy, please revise or advise.
4.Refer to prior comment 9, which we reissue in part. Please disclose the information
required by Item 1003(c) of Regulation M-A, pursuant to Item 3 of Schedule 13E-3, with
respect to any person specified in Instruction C to the schedule who is a natural person.
Provide such disclosure regarding, for example, the persons listed on page 127.
5.Refer to prior comments 21 and 22, which we reissue in part. We note the statement in
your response letter that “[r]egarding Item 10(c), we believe the existing disclosure is
appropriate with respect to Houlihan Lokey fees and reimbursements,” and that such
disclosure is included “under ‘Miscellaneous’ on page 7[1] of the Preliminary Proxy
Statement." However, the disclosure under “Miscellaneous,” as well as the newly added
disclosure under “Company Costs of the Merger” on page 81, does not appear to have
been incorporated by reference in Item 10(c) of the Schedule 13E-3. Please revise. In
addition, please revise the disclosure on page 81 so as to make it fully responsive to Item
1007(c) of Regulation M-A, which requires disclosure of a "reasonably itemized statement
of all expenses [not merely "costs for outside advisors"]...incurred in connection with the
transaction including, but not limited to, filing, legal, accounting and appraisal fees,
solicitation expenses and printing costs... ." We note an $875,000 gap between the cited
total of approximately $9.0 million and the sum of the few items that are listed. We also
note that only $5.5 million in investment banking fees is disclosed here, which would
appear to be something of an understatement given the disclosure on pages 71-72. Please
revise or advise.
6.We note your disclosure on pages 8, 26 and 83 that (emphasis added) “each share of the
Company’s Series A Redeemable Convertible Preferred Stock […] will be converted into
the right to receive the consideration contemplated by the terms of such applicable series
of preferred stock, which amounts are equal to approximately equal to $1,265 per
preferred share…” Please revise.
Background of the Merger, page 27
7.We note your response to prior comment 12. However, we note the references to
presentations by Houlihan Lokey during the course of entering into this transaction,
including the references to multiple meetings before November 4, 2023, beginning on
November 21, 2022. None of such presentations appear to have been filed. Please advise.
Among other matters, your response should make clear whether Houlihan Lokey provided
written materials to a filing person or its representatives during this time period. If so, but
you do not believe those materials must be filed or described, your response should
outline your views on why those materials are not materially related to the going private

 FirstName LastNameMatthew Steele
 Comapany NameBattalion Oil Corporation
 February 16, 2024 Page 3
 FirstName LastNameMatthew Steele
Battalion Oil Corporation
February 16, 2024
Page 3
transaction.
Rollover Sellers Reasons for the Merger; Fairness, page 57
8.Refer to prior comment 16, which we reissue. Disclosure on pages 58 and 59 indicates
that the Rollover Sellers and the Parent Group “did not find it practicable to, and did not
[…] consider the impracticability of determining a liquidation value.” It is unclear what is
meant by stating that such parties did not find it practicable to consider the
impracticability of determining a liquidation value. Please revise, for clarity.
Position of the Members of the Parent Group as to the Fairness of the Merger, page 59
9.We note your disclosure that the “members of the Parent Group believe that the going
private transaction and the Merger is fair to the Company’s unaffiliated stockholders on
the basis of the factors described under ‘Special Factors — Reasons for the Merger;
Recommendations of the Special Committee and the Board; Fairness of the Merger.’”
Note that if any filing person has based its fairness determination on the analysis of factors
undertaken by others, such person must expressly adopt this analysis and discussion as
their own in order to satisfy the disclosure obligation. See Question 20 of Exchange Act
Release No. 34-17719 (April 13, 1981). Please revise to state, if true, that the Parent
Group adopted the Board and Special Committee’s analyses and conclusions as its own.
Alternatively, revise your disclosure to include disclosure responsive to Item 1014 of
Regulation M-A and to address the factors listed in instruction 2 to Item 1014.
10.Please disclose the Parent Group’s reasons for undertaking the transaction at this time, as
opposed to at any other time. Refer to Item 7 of Schedule 13E-3 and Item 1013(c) of
Regulation M-A.
Opinion of Houlihan Lokey Capital, Inc., page 63
11.We note the table beginning on page 69, which includes a column labeled “Implied $ /
EBITDA” and, other than the additional column, appears to be identical to the table
beginning on page 68. Accordingly, for clarity, please delete the first table, or advise.
Please also revise to clarify precisely what the new column represents and also revise to
clarify the footnotes, which use various abbreviations and shorthand whose meaning may
be unclear to the reader.
Book Value Per Share, page 115
12.We note your disclosure on page 115 that (emphasis added) “the Rollover Sellers would
own 14.7% of the post-closing equity of Parent through their ownership of approximately
$69.0 [of] Parent preferred stock. Please revise.
Security Ownership of Certain Beneficial Owners and Management, page 139
13.Refer to prior comment 25, which we reissue. We note your response that the “Company
has been advised [that] the [sic] Ruckus, Parent, Merger Sub or Mr. Little have any [sic]

 FirstName LastNameMatthew Steele
 Comapany NameBattalion Oil Corporation
 February 16, 2024 Page 4
 FirstName LastName
Matthew Steele
Battalion Oil Corporation
February 16, 2024
Page 4
ownership of subject securities except for Mr. Little as disclosed on page 139.” In this
respect, please disclose, in the proxy statement, the aggregate number and percentage of
subject securities that are beneficially owned by each person named in response to Item
1003 of Regulation M-A. Such disclosure should include the persons specified in
Instruction C to Schedule 13E-3. As referenced in prior comment 25, refer, as one
example only, to the persons listed on page 127.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Blake Grady at 202-551-8573 or David Plattner at 202-
551-8094.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions