Item 1.01. Entry into a Material Definitive Agreement.

Crestone Peak Merger Agreement

On June 6, 2021, Extraction Oil & Gas, Inc. ("XOG") entered into a merger agreement, by and among Bonanza Creek Energy, Inc., a Delaware corporation ("BCEI"), Raptor Condor Merger Sub 1, Inc., a Delaware corporation and a wholly owned subsidiary of BCEI ("Merger Sub 1"), Raptor Condor Merger Sub 2, LLC, a Delaware limited liability company and a wholly owned subsidiary of BCEI ("Merger Sub 2"), Crestone Peak Resources LP, a Delaware limited partnership ("CPR"), CPPIB Crestone Peak Resources America Inc., a Delaware corporation ("Crestone Peak"), Crestone Peak Resources Management LP, a Delaware limited partnership ("CPR Management LP"), and, solely for purposes of Article VI, Section 7.1, Section 7.5 through Section 7.9, Section 7.11, Section 7.16, Section 7.22(b), Article VIII and Article X, XOG (the "Crestone Peak Merger Agreement").

The Crestone Peak Merger Agreement, among other things, provides for BCEI's acquisition of Crestone Peak through (i) the merger of Merger Sub 1 with and into Crestone Peak (the "Merger Sub 1 Merger"), with Crestone Peak continuing its existence as the surviving corporation following the Merger Sub 1 Merger (the "Surviving Corporation"), and (ii) the subsequent merger of the Surviving Corporation with and into Merger Sub 2 (the "Merger Sub 2 Merger" and together with the Merger Sub 1 Merger, the "Crestone Peak Merger"), with Merger Sub 2 continuing as the surviving entity as a wholly owned subsidiary of BCEI (the "Surviving Entity").

The closing of the Crestone Peak Merger is expressly conditioned on the closing of the previously announced merger of equals between BCEI and XOG (the "BCEI Merger") pursuant to that certain Agreement and Plan of Merger, dated as of May 9, 2021, by and among BCEI, Raptor Eagle Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of BCEI, and XOG, as amended (the "BCEI Merger Agreement").

The board of directors of each of XOG, BCEI (the "BCEI Board"), the general partner of CPR Management LP (the "Crestone Peak Board"), and Merger Sub 1 have unanimously, and the sole member of Merger Sub 2 has, declared advisable and approved the Crestone Peak Merger Agreement and the consummation of the transactions contemplated thereby, and CPPIB Crestone Peak Resources Canada Inc., a Canadian corporation and the sole stockholder of Crestone Peak (the "Crestone Peak Stockholder"), has delivered a written consent approving and adopting the Crestone Peak Merger Agreement and the transactions contemplated thereby, including, with respect to Crestone Peak, the Merger Sub 1 Merger.

Subject to the terms and conditions of the Crestone Peak Merger Agreement, at the effective time of the Merger Sub 1 Merger (the "Merger Sub 1 Merger Effective Time"), the issued and outstanding as of immediately prior to the Merger Sub 1 Merger Effective Time shares of Crestone Peak common stock, par value $0.01 per share ("Crestone Peak Common Stock") (excluding shares of Crestone Peak Common Stock held by Crestone Peak as treasury shares or by BCEI or Merger Sub 1 immediately prior to the Merger Sub 1 Merger Effective Time), will be converted into the right to collectively receive 22,500,000 shares of BCEI common stock, par value $0.01 per share ("BCEI Common Stock") (the "Merger Consideration"). In addition, at the effective time of the Merger Sub 2 Merger (the "Merger Sub 2 Merger Effective Time"), each share of common stock of the Surviving Corporation issued and outstanding as of immediately prior to the Merger Sub 2 Merger Effective Time will automatically be cancelled and each unit of Merger Sub 2 issued and outstanding immediately prior to the Merger Sub 2 Merger Effective Time will remain issued and outstanding and will represent the only outstanding units of the Surviving Entity immediately following the Merger Sub 2 Merger.





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Following the closing of the BCEI Merger and the Crestone Peak Merger, XOG's existing stockholders will own 37%, BCEI's existing stockholders will own 37%, and Crestone Peak's stockholders will own approximately 26% of the issued and outstanding capital stock of the combined company.





Governance


The Crestone Peak Merger Agreement provides at the Merger Sub 1 Merger Effective Time that the board of the combined company will consist of nine members, one of whom will be designated by the Canada Pension Plan Investment Board, a Canadian Crown corporation ("CPP Investments") and shall be independent and acceptable to BCEI. Therefore, following the BCEI Merger and the Crestone Peak Merger, the combined company's board of directors will include four legacy BCEI directors, four XOG designees, and one CPP Investments designee.





Conditions to the Merger


The closing of the Crestone Peak Merger is subject to certain conditions, including, among others, (i) the receipt of the required approvals from each of BCEI's stockholders and Crestone Peak's stockholder, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the absence of any law or order prohibiting the consummation of the Crestone Peak Merger, (iv) the effectiveness of the registration statement on Form S-4 pursuant to which the shares of BCEI Common Stock issuable in the BCEI Merger are registered with the Securities and Exchange Commission (the "SEC"), (v) the authorization for listing of the BCEI Common Stock issuable in the Crestone Peak Merger on the NYSE, and (vi) the closing of the BCEI Merger shall have occurred or shall occur substantially concurrently with the closing of the Crestone Peak Merger. The obligation of each party to consummate the Mergers is also conditioned upon the other party's representations and warranties being true and correct (subject to certain materiality exceptions), the other party having performed in all material respects its obligations under the Crestone Peak Merger Agreement, in the case of BCEI, delivery of (A) certain financial statements (the "Crestone Peak Financial Statements") and (B) an assignment by the Crestone Peak Stockholder of all outstanding loans by the Crestone Peak Stockholder to Crestone Peak or other cancellation of such indebtedness, and in the case of Crestone Peak, the absence of a waiver of any conditions to close the BCEI Merger by either XOG or BCEI in a manner materially adverse to Crestone Peak.





Termination Rights


The Crestone Peak Merger Agreement contains certain termination rights for both BCEI and Crestone Peak, including, among others:

(a) by either BCEI or Crestone Peak, if any governmental entity shall have issued


     an order, decree, ruling or injunction or taken any other action permanently
     restraining, enjoining or otherwise prohibiting the consummation of the
     Crestone Peak Merger and the same shall have become final and nonappealable;



(b) by either BCEI or Crestone Peak, if the Mergers shall not have been


     consummated by 5:00 p.m. Denver, Colorado time on December 6, 2021 (the
     "Outside Date");



(c) by BCEI or Crestone Peak, as applicable, if the other party breaches any of


     its representations, warranties, covenants or other agreements in the
     Crestone Peak Merger Agreement and such breach cannot be or is not cured in
     accordance with the terms of the Crestone Peak Merger Agreement and such
     breach would cause applicable closing conditions not to be satisfied;



(d) by either BCEI or Crestone, if the requisite BCEI stockholder approval shall


     not have been obtained upon a vote at a duly held BCEI stockholder meeting or
     any adjournment or postponement thereof;



(e) by Crestone Peak, prior to the receipt of the requisite BCEI stockholder


     approval, if the BCEI Board changes its recommendation with respect to the
     Crestone Peak Merger and the other transactions contemplated by the Crestone
     Peak Merger Agreement;




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(f) by Crestone Peak if any wavier of any of the conditions to the closing of the


     BCEI Merger has been provided by BCEI or XOG in a manner materially adverse
     to Crestone Peak; or



(g) by BCEI, if Crestone Peak has not delivered the Crestone Peak Financial


     Statements by July 2, 2021, provided that BCEI delivers notice of termination
     prior to filing the Joint Proxy Statement, or if certain of the Crestone Peak
     Financial Statements are materially different in an adverse manner from
     certain previously delivered financial statements of Crestone Peak, provided
     that BCEI delivers notice of termination no later than five business days
     after the event giving rise to BCEI's termination rights thereunder.



The Crestone Peak Merger Agreement shall be terminated automatically if the BCEI Merger Agreement is terminated for any reason.

If the Crestone Peak Merger Agreement is terminated by Crestone Peak in accordance with clause (e) above, then BCEI shall be required to pay the other party a termination fee of $37,500,000 (the "Termination Fee"); provided, that the Termination Fee payable by BCEI will be reduced to $15,000,000 if a termination fee is also paid by BCEI or XOG under the BCEI Merger Agreement. If the BCEI Merger Agreement terminates and either XOG or BCEI is obligated to pay the other a termination fee, then BCEI shall pay Crestone Peak the Termination Fee. If (i) (A) BCEI or Crestone Peak terminates the Crestone Peak Merger Agreement pursuant to clause (d) above as a result of a failure to obtain BCEI stockholder approval and on or prior to the date of such termination, a Parent Competing Proposal (as defined in the Crestone Peak Merger Agreement) shall have been announced or disclosed and not withdrawn without qualification at least seven business days prior to the BCEI special meeting of stockholders or (B) BCEI terminates the Crestone Peak Merger Agreement pursuant to clause (b) above at a time when Crestone Peak would be permitted to terminate the Crestone Peak Merger Agreement pursuant to clause (c) above or Crestone Peak terminates the Crestone Peak Merger Agreement pursuant to clause (c) above and on or prior to the date of such termination, a Parent Competing Proposal shall have been announced or disclosed and not withdrawn without qualification at least seven business days prior to the date of such termination and (ii) within twelve months of such termination, BCEI enters into a definitive agreement with respect to a Parent Competing Proposal (or publicly approves or recommends to the BCEI stockholders a Parent Competing Proposal) or consummates a Parent Competing Proposal, BCEI shall pay Crestone Peak the Termination Fee. Under reciprocal specified circumstances in the case of clause (c), Crestone Peak will be required to pay the Termination Fee to BCEI.

Other Terms of the Merger Agreement

BCEI, XOG and Crestone Peak each have made customary representations, warranties and covenants in the Crestone Peak Merger Agreement, in each case generally subject to customary materiality qualifiers. Among other things, each party has agreed, subject to certain exceptions, (i) to conduct its business in the ordinary course, from the date of the Crestone Peak Merger Agreement until the earlier of the Merger Sub 1 Merger Effective Time and the termination of the Crestone Peak Merger Agreement, and not to take certain actions prior to the closing of the Crestone Peak Merger without the prior written consent of the other party, (ii) not to solicit alternative business combination transactions and (iii) not to engage in discussions or negotiations regarding any alternative business combination transactions.

The foregoing summary of the Crestone Peak Merger Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Crestone Peak Merger Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.

The Crestone Peak Merger Agreement and the above description of the Crestone Peak Merger Agreement have been included to provide investors and security holders with information regarding the terms of the Crestone Peak Merger Agreement. They are not intended to provide any other factual information about XOG, BCEI, Crestone Peak or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Crestone Peak Merger Agreement were made only for purposes of the Crestone Peak Merger Agreement and as of specific dates, were solely for the benefit of the parties to the Crestone Peak Merger Agreement, and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by each contracting party to the other for the purposes of allocating contractual risk between them that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of XOG, BCEI Crestone Peak or any of their respective subsidiaries, affiliates or businesses. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Crestone Peak Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by XOG. Accordingly, investors should read the representations and warranties in the Crestone Peak Merger Agreement not in isolation but only in conjunction with the other information about XOG or Crestone Peak and their respective subsidiaries that XOG includes in reports, statements and other filings it makes with the SEC.





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Amendment to BCEI Merger Agreement

Concurrently with the execution and delivery of the Crestone Peak Merger Agreement, XOG, Raptor Eagle Merger Sub, Inc. and BCEI entered into an amendment to the BCEI Merger Agreement (the "BCEI Merger Agreement Amendment"), which provides, among other things, for additional exceptions to each party's representations and warranties regarding the entry into and consummation of the Crestone Peak Merger and a reduction of BCEI's termination fee under the BCEI Merger Agreement to $22,500,000. In addition, BCEI has agreed not to (i) consent to any action or inaction by Crestone Peak with respect to the interim covenants in the Crestone Peak Merger Agreement without first obtaining XOG's consent; . . .

Item 9.01 Financial Statements and Exhibits.






(d)    Exhibits.



Exhibit
No.        Description
  2.1*       Agreement and Plan of Merger, dated as of June 6, 2021, by and among
           Bonanza Creek Energy, Inc., Raptor Condor Merger Sub 1, Inc., Raptor
           Condor Merger Sub 2, LLC, Crestone Peak Resources LP, CPPIB Crestone
           Peak Resources America Inc., Crestone Peak Resources Management LP and
           Extraction Oil & Gas, Inc.
  2.2        Amendment No. 1 to Agreement and Plan of Merger, dated as of June 6,
           2021, by and among Bonanza Creek Energy, Inc., Raptor Eagle Merger
           Sub, Inc. and Extraction Oil & Gas, Inc.
  10.1       Amended and Restated Voting Agreement, dated as of June 6, 2021 and
           effective as of May 9, 2021, by and among Bonanza Creek Energy, Inc.,
           Extraction Oil & Gas, Inc. and Kimmeridge Energy Management Company,
           LLC.
  104      Cover Page Interactive Data File (embedded within the Inline XBRL
           document)



* Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. XOG agrees to furnish a supplemental copy of any omitted schedule or attachment to the SEC upon request.





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