Bonanza Creek Energy, Inc. (NYSE: BCEI) (the “Company” or “Bonanza
Creek”) and HighPoint Resources Corporation (“HighPoint”) (NYSE:
HPR) today announced the expiration and results of Bonanza Creek’s
previously announced offer to exchange (the “Exchange Offer”)
shares of its common stock and newly issued 7.5% Senior Notes due
2026 (the “Bonanza Creek Senior Notes”) for any and all of the 7.0%
Senior Notes due October 15, 2022 (the “2022 Notes”) of HighPoint
Operating Corporation (“HighPoint OpCo”) and the 8.75% Senior Notes
due June 15, 2025 of HighPoint OpCo (the “2025 Notes” and, together
with the 2022 Notes, the “HighPoint Senior Notes”) as of 5:00 p.m.
New York City time on March 11, 2021 (the “Expiration Deadline”).
The Exchange Offers were commenced in connection with Bonanza
Creek’s proposed acquisition of HighPoint. HighPoint OpCo is a
wholly-owned subsidiary of HighPoint.
In connection with the Exchange Offer, HighPoint solicited, on
behalf of HighPoint OpCo, consents (the “Consent Solicitation”) to
certain proposed amendments to the indentures governing the
HighPoint Senior Notes from all holders of HighPoint Senior Notes.
Concurrently with the Exchange Offer and Consent Solicitation,
HighPoint also solicited votes from the holders of HighPoint Senior
Notes to accept or reject a prepackaged plan of reorganization
under Chapter 11 of the United States Bankruptcy Code (the
“Prepackaged Plan” and such solicitation, the “Plan
Solicitation”).
The Exchange Offer and Consent Solicitation were conditioned on
a minimum participation of not less than 97.5% of the aggregate
outstanding principal amount of each series of HighPoint Senior
Notes being validly tendered in accordance with the terms of the
Exchange Offers prior to the Expiration Deadline (the “Minimum
Participation Condition”). Approval of the Prepackaged Plan by the
holders of HighPoint Senior Notes requires the affirmative vote of
a majority of holders of HighPoint Senior Notes that vote on the
Prepackaged Plan and at least two-thirds of the aggregate principal
amount of HighPoint Senior Notes that vote on the Prepackaged Plan.
Based upon preliminary voting results, the requisite number and
amount of HighPoint Senior Notes have accepted the Prepackaged
Plan.
The complete results of the Exchange Offer and Consent
Solicitation are listed in the table below:
Title of Series of HighPointSenior
Notes/CUSIP/ISINNumbers |
AggregatePrincipalAmountOutstanding |
AggregatePrincipalAmountTendered |
Percent ofTotal Tendered |
MinimumParticipationCondition |
7.0% Senior Notes due 202206846NAD6/ US06846NAD66* |
|
$350,000,000 |
|
|
$312,177,000 |
|
89.19% |
|
97.5% |
|
8.75% Senior Notes due 2025 06846NAF1 /US06846NAF15* |
|
$275,000,000 |
|
|
$271,267,000 |
|
98.64% |
|
97.5% |
|
HighPoint Senior Notes |
|
$625,000,000 |
|
|
$583,444,000 |
|
93.35% |
|
-- |
|
*These CUSIP numbers and ISINs are included solely for the
convenience of the holders. Neither HighPoint nor the paying agent
shall be responsible for the selection or use of any CUSIP number
or ISIN, nor is any representation made as to its correctness or
accuracy printed on any note or as referred to in any notice.
Since the Minimum Participation Condition was not satisfied,
Bonanza Creek will not accept any HighPoint Senior Notes tendered
for exchange and all HighPoint Senior Notes tendered pursuant to
the Exchange Offer will be promptly returned to their holders.
Furthermore, the Change of Control Amendment Consent Fee will not
be paid and the proposed amendments to the indentures governing the
HighPoint Senior Notes will not become operative. If
the Bonanza Creek stockholders approve the merger,
HighPoint may file voluntary petitions under Chapter 11 with
the United States Bankruptcy Court for the District of Delaware
(the “Court”) because the necessary votes to accept the Prepackaged
Plan have been obtained. The consummation of the Prepackaged Plan
will be subject to confirmation by the Court in addition to other
conditions set forth in the Prepackaged Plan, a transaction support
agreement and related transaction documents.
About the Companies
Bonanza Creek Energy, Inc. is an independent oil and natural gas
company engaged in the acquisition, exploration, development, and
production of oil and associated liquids-rich natural gas in the
Rocky Mountain region of the United States. The Company’s assets
and operations are concentrated in rural, unincorporated Weld
County, Colorado, within the Wattenberg Field, focused on the
Niobrara and Codell formations. The Company’s common shares are
listed for trading on the NYSE under the symbol: “BCEI.”
HighPoint Resources Corporation (NYSE: HPR) is a Denver,
Colorado based company focused on the development of oil and
natural gas assets located in the Denver-Julesburg Basin of
Colorado. Additional information about HighPoint may be found on
its website at www.hpres.com.
No Offer or Solicitation
This communication relates to a proposed business combination
transaction (the “Merger”) between Bonanza Creek and HighPoint,
which includes the commencement by Bonanza Creek and HighPoint of
the Exchange Offers and Consent Solicitations and the simultaneous
Plan Solicitation (collectively, the “Transaction”). Communications
in this document do not constitute an offer to sell or the
solicitation of an offer to subscribe for or buy any securities or
a solicitation of any vote or approval with respect to the Merger,
the Exchange Offers and Consent Solicitations or other aspect of
the Transaction, nor shall there be any sale, issuance or transfer
of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of
1933.
Important Additional Information
In connection with the Transaction, Bonanza Creek and HighPoint
have filed materials with the SEC, including (1) a definitive joint
proxy statement/prospectus (“Joint Proxy Statement/Prospectus”),
(2) the Prospectus, of which the Prepackaged Plan forms a part, (3)
a Registration Statement on Form S-4, Registration No. 333-251401,
with respect to the Merger (the “Merger Registration Statement”),
of which the Joint Proxy Statement/ Prospectus forms a part, and
(4) a Registration Statement on Form S-4, Registration No.
333-251402, with respect to the Exchange Offers and Consent
Solicitations (together with the Merger Registration Statement, the
“Registration Statements”), of which the Prospectus forms a part.
The Registration Statements were declared effective by the SEC on
February 9, 2021. On February 10, 2021, Bonanza Creek filed the
Joint Proxy Statement/Prospectus and the Prospectus and began
mailing the Joint Proxy Statement/Prospectus to the Company’s
stockholders and sending the definitive form of the Prospectus to
the holders of HighPoint Senior Notes. On February 10, 2021,
HighPoint also filed a definitive proxy statement and began mailing
the definitive proxy statement to its stockholders. These documents
are not a substitute for the Joint Proxy Statement/Prospectus,
Prospectus or Registration Statements or for any other document
that Bonanza Creek or HighPoint has filed or may file with the SEC
and send to Bonanza Creek’s shareholders or HighPoint’s
shareholders or debt holders in connection with the
Transaction. INVESTORS AND SECURITY HOLDERS OF BONANZA
CREEK AND HIGHPOINT ARE URGED TO CAREFULLY AND THOROUGHLY READ THE
PROSPECTUS, JOINT PROXY STATEMENT/PROSPECTUS, AND REGISTRATION
STATEMENTS, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO
TIME, AND OTHER RELEVANT DOCUMENTS FILED BY BONANZA CREEK AND
HIGHPOINT WITH THE SEC, WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT BONANZA CREEK, HIGHPOINT,
THE TRANSACTION, THE RISKS RELATED THERETO AND RELATED
MATTERS.
Investors will be able to obtain free copies of the Registration
Statements, Joint Proxy Statement/Prospectus and Prospectus, as
each may be amended from time to time, and other relevant documents
filed by Bonanza Creek and HighPoint with the SEC (when they become
available) through the website maintained by the SEC at
www.sec.gov. Copies of documents filed with the SEC by Bonanza
Creek will be available free of charge from Bonanza Creek’s website
at www.bonanzacrk.com under the “For Investors” tab or by
contacting Bonanza Creek’s Investor Relations Department at (720)
225-6679 or slandreth@bonanzacrk.com. Copies of documents
filed with the SEC by HighPoint will be available free of charge
from HighPoint’s website at www.hpres.com under the “Investors” tab
or by contacting HighPoint’s Investor Relations Department at (303)
312-8514 or lbusnardo@hpres.com.
Forward-Looking Statements and Cautionary
Statements
Certain statements in this document concerning the Transaction,
including any statements regarding the expected timetable for
completing the Transaction, the results, effects, benefits and
synergies of the Transaction, future opportunities for the combined
company, future financial performance and condition, guidance and
any other statements regarding Bonanza Creek’s or HighPoint’s
future expectations, beliefs, plans, objectives, financial
conditions, assumptions or future events or performance that are
not historical facts are “forward-looking” statements based on
assumptions currently believed to be valid. The forward-looking
statements are intended to be subject to the safe harbor provided
by Section 27A of the Securities Act of 1933, Section 21E of the
Securities Exchange Act of 1934 and the Private Securities
Litigation Reform Act of 1995.
These forward-looking statements involve significant risks and
uncertainties that could cause actual results to differ materially
from those anticipated, including, but not limited to, the
possibility that shareholders of Bonanza Creek may not approve the
issuance of new shares of Bonanza Creek common stock in the
Transaction or that shareholders of HighPoint may not approve the
Merger Agreement; the risk that a condition to closing of the
Transaction may not be satisfied, that either party may terminate
the Merger Agreement or that the closing of the Transaction might
be delayed or not occur at all; potential adverse reactions or
changes to business or employee relationships, including those
resulting from the announcement or completion of the transaction;
the diversion of management time on transaction-related issues; the
ultimate timing, outcome and results of integrating the operations
of Bonanza Creek and HighPoint; the effects of the business
combination of Bonanza Creek and HighPoint, including the combined
company’s future financial condition, results of operations,
strategy and plans; the ability of the combined company to realize
anticipated synergies in the timeframe expected or at all; changes
in capital markets and the ability of the combined company to
finance operations in the manner expected; regulatory approval of
the transaction; the effects of commodity prices; the risks of oil
and gas activities; the risks and unpredictability inherent in the
bankruptcy process; and the fact that operating costs and business
disruption may be greater than expected following the public
announcement or consummation of the Transaction. Expectations
regarding business outlook, including changes in revenue, pricing,
capital expenditures, cash flow generation, strategies for our
operations, oil and natural gas market conditions, legal, economic
and regulatory conditions, and environmental matters are only
forecasts regarding these matters.
All forward-looking statements speak only as of the date they
are made and are based on information available at that time.
Neither Bonanza Creek nor HighPoint assume any obligation to update
forward-looking statements to reflect circumstances or events that
occur after the date the forward-looking statements were made or to
reflect the occurrence of unanticipated events except as required
by federal securities laws. As forward-looking statements involve
significant risks and uncertainties, caution should be exercised
against placing undue reliance on such statements.
For further information contact:Scott
LandrethSenior Director, Finance & Investor Relations and
Treasurer720-225-6679slandreth@bonanzacrk.com
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