Item 8.01. Other Events
On
A copy of HighPoint's press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Also on
In connection with the Exchange Offers, HighPoint is soliciting, on behalf of HighPoint OpCo, consents (the "Consent Solicitations") to certain proposed amendments to the indentures governing the HighPoint Notes from all eligible holders of the HighPoint Notes.
Concurrently with the Exchange Offers and Consent Solicitations, HighPoint is soliciting votes from the holders of the HighPoint Notes to accept or reject a prepackaged plan of reorganization under Chapter 11 of the United States Bankruptcy Code (the "Prepackaged Plan").
A copy of Bonanza Creek and HighPoint's press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
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 solicitation of the Prepackaged Plan (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 aspects 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 (the "Securities Act").
Important Additional Information
In connection with the Transaction, Bonanza Creek and HighPoint have filed
materials with the
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and Consent Solicitations (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
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
Participants in the Solicitation
Bonanza Creek, HighPoint and their respective directors and certain of their
executive officers and other members of management and employees may be deemed,
under
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 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, 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
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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 risk that the Minimum Participation Condition is not satisfied and that HighPoint may need to reorganize in bankruptcy as a result; 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. HighPoint does not 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description of Exhibits 99.1 Press Release ofHighPoint Resources Corporation , datedFebruary 10, 2021 (relating to the HighPoint special meeting) 99.2 Joint Press Release ofHighPoint Resources Corporation , datedFebruary 10, 2021 (relating to the Exchange Offers, the Consent Solicitations and the Prepackaged Plan) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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