Bonanza Creek Energy, Inc. (NYSE: BCEI) (the “Company” or “Bonanza
Creek”) and HighPoint Resources Corporation (NYSE: HPR)
(“HighPoint”) today announced that they expect to close the
previously announced merger (the “Merger”) on April 1, 2021. The
closing of the Merger remains subject to the conditions set forth
in HighPoint’s prepackaged plan of reorganization (the “Prepackaged
Plan”), the Agreement and Plan of Merger, dated as of November 9,
2020, by and among Bonanza Creek, HighPoint, and Boron Merger Sub,
Inc. (the “Merger Agreement”), the Transaction Support Agreement,
dated as of November 9, 2020, by and among HighPoint, HighPoint
Operating Corporation, Fifth Pocket Production, LLC, certain
consenting holders of HighPoint Operating Corporation’s 7.0% Senior
Notes due October 15, 2022 and 8.75% Senior Notes due June 15, 2025
(collectively, the “HighPoint Senior Notes”), and certain
consenting HighPoint stockholders, and related transaction
documents.
Based on the number of shares of HighPoint common stock
outstanding as of the date of the Merger Agreement, the transaction
implies an exchange ratio of 0.114 shares of Bonanza Creek common
stock for each share of HighPoint common stock. Based on Bonanza
Creek’s closing stock price of $36.39 on March 26, 2021, and the
estimated exchange ratio of 0.114, in the Merger, each share of
HighPoint common stock will receive Bonanza Creek common stock (or
cash in lieu of fractional shares) with a value of $4.15.
Bonanza Creek expects to file a Form 8-K in conjunction with the
closing on April 1, and then to issue a press release on Monday,
April 5 after market, announcing 2021 guidance for the combined
company. An updated investor presentation will also be posted to
its website at the time of the April 5 release.
Eric Greager, President and Chief Executive Officer, commented,
“We are pleased to announce the closing date of our merger with
HighPoint. The structure of the transaction with HighPoint was
complex, and I am extremely proud of the work many have done to get
this deal closed ahead of schedule.”
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.” For more
information about the Company, please visit www.bonanzacrk.com.
Please note that the Company routinely posts important information
about the Company under the Investor Relations section of its
website.
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 the Merger between Bonanza Creek
and HighPoint, pursuant to which Bonanza Creek and HighPoint
solicited approval of the Prepackaged Plan (the “Solicitation” and,
together with the Merger, 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 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
filed materials with the U.S. Securities and Exchange Commission
(the “SEC”), including (1) a joint proxy statement/prospectus with
respect to the Merger (the “Joint Proxy Statement/Prospectus”), (2)
a prospectus and consent solicitation statement with respect to
certain restructuring transactions (the “Restructuring
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 certain restructuring transactions (together with
the Merger Registration Statement, the “Registration Statements”),
of which the Restructuring 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 Restructuring Prospectus
and began mailing the Joint Proxy Statement/Prospectus to the
Company’s stockholders and sending the definitive form of the
Restructuring Prospectus to the holders of the 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, Restructuring 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 RESTRUCTURING 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 Restructuring
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
Relations303-312-8514lbusnardo@hpres.com
HighPoint Resources (NYSE:HPR)
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부터 12월(12) 2024 으로 1월(1) 2025
HighPoint Resources (NYSE:HPR)
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부터 1월(1) 2024 으로 1월(1) 2025