Item 8.01  Other Events.
On February 10, 2021, Bonanza Creek Energy, Inc. ("Bonanza Creek") announced
that a special meeting of stockholders of Bonanza Creek (the "Bonanza Creek
special meeting") is scheduled to take place on March 12, 2021 at 9:00 a.m.,
Mountain Time. The purpose of the Bonanza Creek special meeting is to approve
the issuance of Bonanza Creek common stock to stockholders and noteholders of
HighPoint Resources Corporation ("HighPoint") in connection with the transaction
pursuant to the Agreement and Plan of Merger, dated as of November 9, 2020, by
and among Bonanza Creek, HighPoint and Boron Merger Sub, Inc. (as amended from
time to time, the "Merger Agreement"). The record date for Bonanza Creek
stockholders entitled to vote at the Bonanza Creek special meeting is the close
of business on February 1, 2021.
A copy of Bonanza Creek's press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated herein by reference.
Also on February 10, 2021, Bonanza Creek and HighPoint announced that Bonanza
Creek has commenced offers to exchange (the "Exchange Offers") shares of its
common stock and newly issued 7.5% Senior Notes due 2026 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 Notes"). The Exchange Offers are being commenced in connection with
Bonanza Creek's proposed acquisition of HighPoint pursuant to the Merger
Agreement.
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.
Important Additional Information
In connection with the Transaction, Bonanza Creek and HighPoint have filed
materials with the U.S. Securities and Exchange Commission (the "SEC"),
including (1) a definitive joint proxy statement/prospectus (the "Joint Proxy
Statement/Prospectus"), (2) a consent solicitation and prospectus with respect
to the Exchange Offers and Consent Solicitations (the "Exchange Prospectus"), of
which the Prepackaged Plan is 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
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

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Statement/Prospectus to Bonanza Creek's stockholders and sending the definitive
form of the Exchange Prospectus to the holders of the HighPoint Notes. 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 JOINT PROXY
STATEMENT/PROSPECTUS, REGISTRATION STATEMENTS AND EXCHANGE PROSPECTUS, 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.
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 SEC rules, to be participants in the solicitation of proxies from Bonanza
Creek's shareholders and HighPoint's shareholders in connection with the
Transaction. Information regarding the executive officers and directors of
Bonanza Creek is included in its definitive proxy statement for its 2020 annual
meeting filed with the SEC on April 24, 2020. Information regarding the
executive officers and directors of HighPoint is included in its definitive
proxy statement for its 2020 annual meeting filed with the SEC on March 18,
2020. Additional information regarding the persons who may be deemed
participants and their direct and indirect interests, by security holdings or
otherwise, are set forth in the Registration Statements, Joint Proxy
Statement/Prospectus and other materials when they are filed with the SEC in
connection with the Transaction. Free copies of these documents may be obtained
as described in the preceding paragraph.
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 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

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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 requisite amount of HighPoint debt does
not participate in the Exchange Offers 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. Bonanza Creek 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 No.                Description
  99.1                       Press Release of Bonanza Creek Energy, Inc., dated February 10, 2021
                           (relating to the Bonanza Creek special meeting)
  99.2                       Joint Press Release of Bonanza Creek Energy,

Inc. and HighPoint Resources


                           Corporation, dated February 10, 2021 (relating 

to the Exchange Offers, the


                           Consent Solicitations and the Prepackaged Plan)
104                        Cover Page Interactive Data File (formatted as Inline XBRL)




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