Bonanza Creek Energy, Inc. (NYSE: BCEI) (the “Company” or “Bonanza
Creek”) and HighPoint Resources Corporation (“HighPoint”) (NYSE:
HPR) today announced the voting results of the Bonanza Creek and
HighPoint special stockholder meetings in connection with the
transactions pursuant to the Agreement and Plan of Merger, dated as
of November 9, 2020, (the “Merger Agreement”) by and among Bonanza
Creek, HighPoint and Boron Merger Sub, Inc. (the “Transaction”).
At the special meeting of Bonanza Creek stockholders held today,
99.8% of the shares of Bonanza Creek common stock voting at the
special meeting (approximately 86.8% of the total outstanding
shares) were cast in favor of the issuance of Bonanza Creek common
stock in connection with the Transaction.
In response to HighPoint’s solicitation of votes from its
stockholders to accept or reject a prepackaged plan of
reorganization under Chapter 11 of the United States Bankruptcy
Code (the “Prepackaged Plan”), over 99% of the HighPoint stock that
was voted on the Prepackaged Plan voted to accept the Prepackaged
Plan. In addition, in response to HighPoint’s solicitation of votes
from holders of HighPoint Operating Corporation’s senior notes
(“HighPoint Senior Notes”) to accept or reject the Prepackaged
Plan, over 99% in aggregate principal amount of the HighPoint
Senior Notes and over 90% of the holders of the HighPoint Senior
Notes that voted on the Prepackaged Plan voted to accept the
Prepackaged Plan. At the special meeting of HighPoint stockholders
held today, (i) 99.2% of the shares of HighPoint common stock
voting at the special meeting (approximately 54.4% of the total
outstanding shares) were cast in favor of the Transaction (the
“HighPoint out-of-court proposal”), and (ii) 93.3% of the shares of
HighPoint common stock voting at the special meeting were cast in
favor of the compensation that may be paid to HighPoint’s named
executive officers in connection therewith (the “HighPoint
compensation proposal”).
As previously announced, the conditions to Bonanza Creek’s
exchange offer (the “Exchange Offer”) for the HighPoint Senior
Notes were not satisfied at the expiration time, but sufficient
votes were received from holders of HighPoint Senior Notes to
accept the Prepackaged Plan. The HighPoint stockholders have also
voted to accept the Prepackaged Plan. Since the Bonanza Creek
stockholders have voted in favor of the issuance of Bonanza Creek
common stock in connection with the Transaction, HighPoint may file
voluntary petitions under Chapter 11 with the United States
Bankruptcy Court for the District of Delaware (the “Court”) to
effectuate the Prepackaged Plan and consummate the Transaction. 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 Offer and related consent solicitation (the “Consent
Solicitation”) and the simultaneous solicitation of the Prepackaged
Plan. 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 Offer and Consent Solicitation 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) a prospectus and consent solicitation statement with respect to
the Exchange Offer and Consent Solicitation (the “Exchange
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 proposed business combination between Bonanza
Creek and HighPoint (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 Offer and Consent Solicitation
(together with the Merger Registration Statement, the “Registration
Statements”), of which the Exchange 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 Exchange Prospectus and
began mailing the Joint Proxy Statement/Prospectus to the Company’s
stockholders and sending the definitive form of the Exchange
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.
This document is not a substitute for the Joint Proxy
Statement/Prospectus, Exchange 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 EXCHANGE 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 Exchange
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. Forward-looking
statements are all statements other than statements of historical
facts. The words “anticipate,” “believe,” “ensure,” “expect,” “if,”
“intend,” “estimate,” “probable,” “project,” “forecasts,”
“predict,” “outlook,” “aim,” “will,” “could,” “should,” “would,”
“potential,” “may,” “might,” “anticipate,” “likely” “plan,”
“positioned,” “strategy,” and similar expressions or other words of
similar meaning, and the negatives thereof, are intended to
identify forward-looking statements. 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 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.
Additional factors that could cause results to differ materially
can be found in (i) the Company’s Annual Report on Form 10-K for
the year ended December 31, 2020, which is on file with the SEC and
available from the Company’s website at www.bonanzacrk.com under
the “For Investors” tab, (ii) in other documents the Company files
with the SEC and (iii) HighPoint’s Annual Report on Form 10-K for
the year ended December 31, 2020 attached to the Company’s report
on Form 8-K filed on March 1, 2021.
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
Larry C. BusnardoVice President, Investor Relations
303-312-8514lbusnardo@hpres.com
HighPoint Resources (NYSE:HPR)
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HighPoint Resources (NYSE:HPR)
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부터 1월(1) 2024 으로 1월(1) 2025