Item 1.02 Termination of a Material Definitive Agreement.






HighPoint Credit Facility

In connection with the consummation of the Merger and the occurrence of the Effective Date, on April 1, 2021, HighPoint terminated all outstanding lender commitments, including commitments of the lenders to issue letters of credit, under that certain Fourth Amended and Restated Credit Facility (as amended from time to time, the "HighPoint Credit Agreement"), by and among HighPoint, as parent guarantor, HighPoint OpCo, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. In connection with the termination of the HighPoint Credit Agreement, on April 1, 2021, all outstanding obligations for principal, interest and fees under the HighPoint Credit Agreement were paid off in full (other than certain letters of credit which are being assumed by Bonanza Creek), and all liens securing such obligations and any letter of credit or hedging obligations permitted by the HighPoint Credit Agreement to be secured by such liens and guarantees of such obligations were released.





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Cancellation of the HighPoint Senior Notes

Upon the Effective Date, the HighPoint Senior Notes were cancelled pursuant to the Confirmation Order and thereafter represented only the right to receive an aggregate of (i) 9,314,214 shares of Bonanza Creek Common Stock and (ii) $100 million aggregate principal amount of Bonanza Creek Senior Notes.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.

Item 1.03 Bankruptcy or Receivership.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.03.

Item 2.01 Completion of Acquisition or Disposition of Assets.

As discussed in the Introductory Note of this Current Report on Form 8-K, on April 1, 2021, Bonanza Creek completed its previously announced acquisition of the HighPoint as part of HighPoint's reorganization under Chapter 11 of the United States Bankruptcy Code. At the Effective Time, each eligible share of HighPoint Common Stock issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive 0.11464 shares of Bonanza Creek Common Stock, with cash paid in lieu of fractional shares.

Pursuant to the terms of the Prepackaged Plan, upon the Effective Date, concurrently with the Merger and in exchange for the $625 million in aggregate principal amount outstanding of HighPoint Senior Notes, Bonanza Creek issued to holders of HighPoint Senior Notes an aggregate of (i) 9,314,214 shares of Bonanza Creek Common Stock and (ii) Bonanza Creek Senior Notes in an aggregate principal amount equal to $100 million, to be allocated pro rata among holders.

The issuance of Bonanza Creek Common Stock in connection with the Transaction was registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Bonanza Creek's registration statements on Form S-4, as amended (Registration Statement Nos. 333-251401 and 333-251402), which were declared effective by the U.S. Securities and Exchange Commission (the "Commission") on February 9, 2021. The related joint proxy statement/prospectus and exchange offer prospectus contain additional information about the Merger.

The foregoing description of the Merger, the Merger Agreement, the Prepackaged Plan, and the transactions contemplated thereby, is a summary only, does not purport to be complete, and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement and the Confirmation Order, copies of which are attached hereto or incorporated by reference as Exhibits 2.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 2.01. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or


          Standard; Transfer of Listing.

On April 1, 2021, in connection with the completion of the Merger, HighPoint notified the New York Stock Exchange (the "NYSE") that the completion of the Merger has occurred and requested that the trading of shares of HighPoint Common Stock on the NYSE be suspended and that the listing of such shares on the NYSE be withdrawn. In addition, HighPoint requested that the NYSE file with the Commission a notification on Form 25 to report the delisting of shares of HighPoint Common Stock from the NYSE and to deregister shares of HighPoint Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The HighPoint Common Stock will be suspended from trading prior to the opening of the market on April 5, 2021. In addition, the Surviving Corporation intends to file with the Commission a Form 15 requesting that the reporting obligations of the Company under Sections 13(a) and 15(d) of the Exchange Act be suspended.





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Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note, Item 1.02, Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant.

As a result of the completion of the Merger, at the Effective Time, HighPoint became a wholly owned subsidiary of Bonanza Creek.

The information set forth in the Introductory Note, Item 2.01, Item 3.03, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

In accordance with the terms of the Merger Agreement and the Prepackaged Plan, each director of HighPoint prior to the Effective Time ceased his or her respective service as a director of HighPoint.

Also as of the Effective Time and pursuant to the Prepackaged Plan, each of R. Scot Woodall, President and Chief Executive Officer; William M. Crawford, Chief Financial Officer; and Kenneth A. Wonstolen, Senior Vice President, General Counsel and Corporate Secretary, were deemed to have resigned as an officer of HighPoint. These resignations were not a result of any disagreements between HighPoint and the officers on any matter relating to HighPoint's operations, policies or practices. The Surviving Corporation will be ultimately managed by the directors and officers of Bonanza Creek, as its wholly owned subsidiary.

Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal


          Year.

In connection with the completion of the Merger, HighPoint's amended and restated certificate of incorporation in effect immediately prior to the Effective Time was amended and restated in its entirety as of the Effective Time. In connection with the completion of the Merger, the bylaws of Merger Sub as in effect immediately prior to the Effective Time became the bylaws of the Surviving Corporation.

The certificate of incorporation and bylaws of HighPoint in effect at the Effective Time are attached as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K. The foregoing descriptions of the certificate of incorporation and bylaws are subject to and qualified in their entirety by reference to Exhibits 3.1 and 3.2 of this Current Report on Form 8-K, which are incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits.






(d)  Exhibits



Exhibit
Number       Description
  2.1†         Agreement and Plan of Merger, dated as of November 9, 2020, by and
             among Bonanza Creek Energy, Inc., HighPoint Resources Corporation
             and Boron Merger Sub, Inc. (incorporated by reference to Exhibit 2.1
             to HighPoint Resources Corporation's Current Report on Form 8-K
             filed on November  9, 2020).

  3.1*         Second Amended and Restated Certificate of Incorporation of
             HighPoint Resources Corporation, dated April 1, 2021.

  3.2*         Second Amended and Restated Bylaws of HighPoint Resources
             Corporation, dated April 1, 2021.




  4.1          Confirmation Order, filed March 18, 2021 (incorporated by
             reference to Exhibit 99.1 to HighPoint Resources Corporation's
             Current Report on Form 8-K filed on March 24, 2021).

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).




 * Filed herewith.

† Schedules and similar attachments have been omitted pursuant to Item


   601(b)(2) of Regulation S-K. HighPoint Resources Corporation agrees to furnish
   a supplemental copy of any omitted schedule or attachment to the Commission
   upon request.




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