Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement Amendment
As previously disclosed in the Current Report on Form 8-K filed with the
The parties intend to consummate the Merger and the Exchange Offer on an
out-of-court basis if, on the date (the "Determination Date") that is three
business days after the expiration of the Exchange Offer, (i) HPR's stockholders
have approved the Merger and (ii) the Minimum Participation Condition (as
defined in the Original Merger Agreement) and the other conditions to the Merger
are satisfied or waived. In the event such conditions are not met on the
Determination Date, then HPR may file a voluntary petition for bankruptcy relief
and seek entry of a confirmation order of the Prepackaged Plan by the
On
All other material terms of the Original Merger Agreement remain substantially the same.
The foregoing description of the Merger Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement Amendment, a copy of which is attached as Exhibit 2.1 and is incorporated by reference.
No Offer or Solicitation
This communication relates to the Merger, which includes the commencement of the Exchange Offer and solicitation of the Prepackaged Plan to effect the exchange of HPR Senior Notes for shares of BCEI Common Stock, or BCEI Senior Notes to be issued by BCEI in connection with the Exchange Offer.
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 transactions contemplated by the Merger Agreement, including the HPR Restructuring Transactions (collectively, the "Transactions") or otherwise, 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, as amended.
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Important Additional Information
In connection with the Transaction, HPR and BCEI have filed materials with the
Investors will be able to obtain free copies of the Registration Statements,
Joint Proxy Statement and Exchange Prospectus, as each may be amended from time
to time, and other relevant documents filed by HPR and BCEI with the
Participants in the Solicitation
HPR, BCEI 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 and any other statements regarding HPR's or BCEI'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-
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looking statements. Specific forward-looking statements include statements regarding HPR and BCEI's plans and expectations with respect to the Transaction. 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 HPR may not approve the Merger Agreement or that shareholders of BCEI may not approve the issuance of new shares of BCEI common stock in the Transactions; 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 HPR and BCEI; the effects of the business combination of HPR and BCEI, 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 HPR debt does not participate in the Exchange Offer and that HPR 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.
Additional factors that could cause results to differ materially from those
described above can be found in HPR's Annual Report on Form 10-K for the year
ended
All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither HPR nor BCEI assumes 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 2.1 Amendment No. 1 to the Agreement and Plan of Merger, datedJanuary 29, 2021 , by and among BCEI, Merger Sub, and HPR. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Schedules and similar attachments have been omitted pursuant to Item 601(b)(2)
of Regulation S-K. HPR agrees to furnish a supplemental copy of any omitted
schedule or attachment to the
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