424B3 1 tm2037216-10_424b3.htm 424B3 tm2037216-10_424b3 - none - 118.2976651s
 Filed Pursuant to Rule 424(b)(3)
 Registration No. 333-251401
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MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT
Dear Stockholders of Bonanza Creek Energy, Inc. and HighPoint Resources Corporation:
On behalf of the boards of directors of Bonanza Creek Energy, Inc. (“Bonanza Creek”) and HighPoint Resources Corporation (“HighPoint”), we are pleased to enclose the accompanying joint proxy statement/prospectus relating to the acquisition of HighPoint by Bonanza Creek. We are requesting that you take certain actions as a Bonanza Creek or HighPoint stockholder.
On November 9, 2020, Bonanza Creek, Boron Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Bonanza Creek (“Merger Sub”), and HighPoint, entered into an Agreement and Plan of Merger (the “merger agreement”), providing for Bonanza Creek’s acquisition of HighPoint through the merger of Merger Sub with and into HighPoint (the “merger”), with HighPoint continuing its existence as the surviving company and a wholly owned subsidiary of Bonanza Creek following the merger (the “surviving company”). The merger agreement contemplates that the merger and related transactions described hereafter may be completed out of court, or, if certain conditions to the completion of the merger out of court are not met, in-court as part of a Chapter 11 reorganization of HighPoint and its subsidiaries.
If the merger (including the exchange offer described hereafter) is completed, whether out of court or through a Chapter 11 reorganization (the “HighPoint Chapter 11 cases”), based on the number of shares of Bonanza Creek common stock, par value $0.01 per share (“Bonanza Creek common stock”), outstanding as of the date of the merger agreement, existing holders of Bonanza Creek common stock (collectively, the “Bonanza Creek stockholders”) will own approximately 68% of the issued and outstanding shares of the combined company and stakeholders of HighPoint will own approximately 32% of the issued and outstanding shares of the combined company. The stakeholders of HighPoint that will receive Bonanza Creek common stock are the holders of HighPoint common stock, par value $0.001 per share (the “HighPoint common stock” and the holders thereof, the “HighPoint stockholders”), and the holders of HighPoint Operating Corporation's ("HighPoint OpCo") 7.0% Senior Notes due October 15, 2022 (the “2022 Notes”) and HighPoint OpCo's 8.75% Senior Notes due June 15, 2025 (the “2025 Notes” and, together with the 2022 Notes, the “HighPoint Senior Notes”). Based on the number of shares of Bonanza Creek common stock outstanding as of the date of the merger agreement, existing HighPoint stockholders will own approximately 1.6% of the combined company while participating holders of HighPoint Senior Notes will own approximately 30.4% of the combined company and up to $100 million of senior unsecured notes to be issued by Bonanza Creek in connection with the exchange offer (the “Bonanza Creek Senior Notes”), and the transaction would imply an exchange ratio of 0.114 shares of Bonanza Creek common stock for each outstanding share of HighPoint common stock.
As required by the merger agreement, Bonanza Creek will commence an exchange offer (the “exchange offer”) to exchange any and all of the HighPoint Senior Notes for shares of Bonanza Creek common stock and up to $100 million of the Bonanza Creek Senior Notes, and HighPoint will initiate a consent solicitation to amend or eliminate certain covenants in the indentures governing the HighPoint Senior Notes. The consummation of the exchange offer is conditioned on, among other things, stockholder approval, regulatory approval and not less than 97.5% of the aggregate outstanding principal amount of each series of the HighPoint Senior Notes being validly tendered in accordance with the terms of the exchange offer prior to the expiration date of the exchange offer (the “minimum participation condition”). If the exchange offer and consent solicitation are successful, the exchange offer will be consummated and the amendments to be effected through the consent solicitation will become operative simultaneously with the effective time of the merger (the “effective time”), except that the amendment to the change of control provisions of the indentures governing the HighPoint Senior Notes will be effective upon payment of the change of control consent fee, which shall be paid promptly by HighPoint upon satisfaction of the minimum participation condition.

Completion of the merger out of court requires, among other things, the separate approvals of both the Bonanza Creek stockholders and the HighPoint stockholders and the satisfaction of the minimum participation condition with respect to the exchange offer. To obtain the required stockholder approvals, Bonanza Creek and HighPoint will each hold special meetings of their respective stockholders in connection with the transactions (respectively, the “Bonanza Creek special meeting” and “HighPoint special meeting”). Bonanza Creek and HighPoint plan to commence the exchange offer and consent solicitation of the HighPoint Senior Notes concurrently with this solicitation of our respective stockholders.
If the minimum participation condition is not satisfied, or if the required HighPoint stockholder approval is not obtained, HighPoint intends to file the HighPoint Chapter 11 cases to consummate the merger and the exchange of the HighPoint Senior Notes for Bonanza Creek common stock and Bonanza Creek Senior Notes. Concurrently with the above described solicitations, HighPoint will solicit acceptances from its stockholders and holders of the HighPoint Senior Notes of its prepackaged plan of reorganization that would implement the merger and the exchange of the HighPoint Senior Notes through the bankruptcy court (the “prepackaged plan” and, together with the exchange offer, the “HighPoint restructuring transactions”). The HighPoint restructuring transactions, together with the merger, are herein referred to as the “transactions.”
At the Bonanza Creek special meeting, the Bonanza Creek stockholders will be asked to vote on the proposal to approve the issuance of shares of Bonanza Creek common stock to the HighPoint stockholders and to the holders of the HighPoint Senior Notes in connection with the transactions pursuant to the terms of the merger agreement (the “share issuance proposal”). Approval of the share issuance proposal requires the affirmative vote of a majority of votes cast by Bonanza Creek stockholders entitled to vote thereon and present or represented by proxy at the Bonanza Creek special meeting.
The Bonanza Creek special meeting will be held on March 12, 2021 at 9:00 a.m., Mountain Time. The Bonanza Creek special meeting will be a virtual meeting conducted via live audio webcast, which you can attend by visiting www.virtualshareholdermeeting.com/BCEI2021SM. Bonanza Creek’s board of directors (the “Bonanza Creek board”) unanimously recommends that Bonanza Creek stockholders vote “FOR” the share issuance proposal.
At the HighPoint special meeting, HighPoint stockholders will be asked to vote on (i) a proposal to approve and adopt the merger agreement (the “HighPoint out-of-court proposal”); and (ii) a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to HighPoint’s named executive officers that is based on or otherwise relates to the merger (the “HighPoint compensation proposal”). In addition, HighPoint stockholders are being asked to vote to accept the prepackaged plan (the “HighPoint bankruptcy proposal” and, together with the HighPoint out-of-court proposal and the HighPoint compensation proposal, the “HighPoint proposals”) to enable HighPoint to consummate the transactions through the filing of the HighPoint Chapter 11 cases and confirmation of the prepackaged plan if the HighPoint out-of-court proposal is not approved or the minimum participation condition of the exchange offer is not satisfied. Approval of the HighPoint out-of-court proposal by the affirmative vote of the holders of a majority of the outstanding shares of HighPoint common stock entitled to vote on such proposal is required to approve the merger and complete the merger out of court. Approval of the HighPoint compensation proposal, on a non-binding advisory basis, requires the affirmative vote of a majority of votes cast by HighPoint stockholders. Approval of the HighPoint bankruptcy proposal by the HighPoint stockholders requires the affirmative vote to accept the prepackaged plan by two-thirds of the amount of shares of HighPoint common stock that are voted. Approval of the HighPoint bankruptcy proposal by the HighPoint stockholders is not required for HighPoint and its subsidiaries to commence the HighPoint Chapter 11 cases or to confirm the prepackaged plan. HighPoint intends to commence the HighPoint Chapter 11 cases if the HighPoint out-of-court proposal is not approved or the minimum participation condition in the exchange offer is not satisfied, and the conditions to filing the prepackaged plan have been satisfied. This joint proxy statement/prospectus, of which this notice is a part, describes the HighPoint proposals.
In connection with the execution of the merger agreement, Fifth Creek Energy Company, LLC (“Fifth Creek”) entered into a voting and support agreement with Bonanza Creek, Merger Sub and HighPoint (the “stockholder support agreement”) with respect to all shares of HighPoint common stock beneficially owned by Fifth Creek, and any additional shares of HighPoint common stock that Fifth Creek acquires between the date of the stockholder support agreement and the termination of the stockholder support agreement (the “stockholder support agreement shares”). As of the HighPoint record date, Fifth Creek holds and is entitled to vote in the aggregate approximately 46.5% of the issued and outstanding shares of HighPoint common stock entitled to vote at the HighPoint special meeting.

Pursuant to the stockholder support agreement, Fifth Creek has agreed to, among other things, (i) vote all of the stockholder support agreement shares (a) in favor of the approval of the HighPoint out-of-court proposal and specified related actions and (b) against specified actions that would adversely affect, discourage or delay the merger, including specified actions that contemplate alternative transactions, (ii) support the transactions, including the merger and the prepackaged plan, (iii) not solicit competing proposals or offers for other deals, (iv) not initiate any proceeding of any kind with respect to the HighPoint Chapter 11 cases, and (v) subject to certain exceptions, not transfer any of its shares of HighPoint common stock. For more information on the stockholder support agreement, please see the section entitled “HighPoint Special Meeting — Stockholder Support Agreement with Fifth Creek.”
Concurrently with the execution and delivery of the merger agreement, HighPoint entered into a transaction support agreement (the “transaction support agreement”) with certain of its affiliates, the HPR Consenting 7% Noteholders (as defined in the transaction support agreement), which hold at least 77% of the aggregate outstanding principal amount of the 2022 Notes, the HPR Consenting 8.75% Noteholders (as defined in the transaction support agreement), which hold at least 97% of the aggregate outstanding principal amount of the 2025 Notes, and the HPR Consenting Shareholders (as defined in the transaction support agreement), which hold at least 46.5% of the HighPoint common stock. Bonanza Creek and Merger Sub are third party beneficiaries of certain provisions in the transaction support agreement, including provisions relating to, among other things, (i) the obligation by the HPR Consenting Noteholders (as defined in the transaction support agreement) to tender all of their HighPoint Senior Notes in the exchange offer, (ii) the obligation by the HPR Consenting Noteholders to vote their respective HighPoint Claims/Interests to accept the prepackaged plan, and (iii) certain representations and warranties of the HPR Consenting Noteholders. For more information on the transaction support agreement, please see the section entitled “HighPoint Special Meeting — Transaction Support Agreement.”
The HighPoint special meeting will be held in virtual format at 9:00 a.m., Mountain Time on March 12, 2021, which you can attend by registering in advance at https://dm.epiq11.com/HighPoint. The HighPoint board unanimously recommends that HighPoint stockholders (i) vote “FOR” the HighPoint out-of-court proposal, (ii) vote “FOR” the HighPoint compensation proposal and (iii) vote to “ACCEPT” the HighPoint bankruptcy proposal.
In connection with the merger, whether it is completed out of court or through the HighPoint Chapter 11 cases, each (i) issued and outstanding share of HighPoint common stock (but excluding (x) any shares of HighPoint common stock held by HighPoint as treasury shares or by Bonanza Creek or Merger Sub immediately prior to the effective time and, in each case, not held on behalf of third parties and (y) any shares of HighPoint common stock held by any direct or indirect subsidiary of HighPoint or Bonanza Creek (other than Merger Sub)), (ii) award of restricted HighPoint common stock outstanding immediately prior to the effective time and (iii) share of HighPoint common stock underlying an award of restricted stock units issued pursuant to the HighPoint Equity Plan outstanding or payable immediately prior to the effective time (collectively, the “Eligible Shares”) will be converted into the right to receive a number of shares of Bonanza Creek common stock (the “merger consideration”) obtained by dividing 490,221 shares of Bonanza Creek common stock by the Eligible Shares, rounding the resulting number of shares to five decimal places. Cash will be paid in lieu of any fractional shares of Bonanza Creek common stock that otherwise would have been issued to any holder of HighPoint common stock in the merger. Effective November 19, 2020, each share of Bonanza Creek common stock issued as part of the transactions includes a right to purchase one-one thousandth of a share of Bonanza Creek’s Series A Junior Participating Preferred Stock, par value $0.01 per share, pursuant to the terms of the tax benefits preservation plan entered into concurrently with the execution and delivery of the merger agreement between Bonanza Creek and Broadridge Corporate Issuer Solutions, Inc.
The number of shares of Bonanza Creek common stock that HighPoint stockholders and holders of HighPoint equity awards will receive, in the aggregate, in exchange for their shares of HighPoint common stock or awards, as applicable, is fixed, and the market value of the merger consideration will fluctuate with the market price of Bonanza Creek common stock and will not be known at the time HighPoint stockholders vote to approve and adopt the merger agreement or at the time Bonanza Creek stockholders vote to approve the share issuance proposal. Based on the closing price of Bonanza Creek common stock on the New York Stock Exchange (“NYSE”) on November 6, 2020, the last trading day before the public announcement of the parties entering into the merger agreement, the merger consideration represented approximately $1.83 in value for each share of HighPoint common stock. Based on the closing price of Bonanza Creek common stock on the NYSE on February 5, 2021, the last practicable trading day before the

date of the accompanying joint proxy statement/prospectus, the merger consideration represented approximately $2.69 in value for each share of HighPoint common stock.
We urge you to obtain current market quotations for Bonanza Creek common stock (trading symbol “BCEI”) and HighPoint common stock (trading symbol “HPR”).
The obligations of Bonanza Creek and HighPoint to complete the transactions are subject to the satisfaction or waiver of a number of conditions set forth in the merger agreement, a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus.
The accompanying joint proxy statement/prospectus describes the Bonanza Creek special meeting and the share issuance proposal to be considered thereat, the HighPoint special meeting and the HighPoint proposals to be considered thereat, the merger, and the documents and agreements related to the transactions, including the HighPoint disclosure statement included in your proxy materials. Please carefully read the entire accompanying joint proxy statement/prospectus, including “Risk Factors” beginning on page 42, for a discussion of the risks relating to the proposed merger and the potential HighPoint Chapter 11 cases. You also can obtain information about Bonanza Creek and HighPoint from documents that each has filed with the Securities and Exchange Commission (the “SEC”). Please see “Where You Can Find More Information” beginning on page 216 of the accompanying joint proxy statement/prospectus for how you may obtain such information.
Sincerely,
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Eric T. Greager
President and Chief Executive Officer
Bonanza Creek Energy, Inc.
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R. Scot Woodall
Chief Executive Officer and President
HighPoint Resources Corporation
Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued in connection with the transactions described in the accompanying joint proxy statement/prospectus or determined if the accompanying joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
The accompanying joint proxy statement/prospectus is dated February 10, 2021, and is first being mailed to Bonanza Creek stockholders of record and HighPoint stockholders of record on or about February 10, 2021.

 
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BONANZA CREEK ENERGY, INC.
410 17th Street, Suite 1400
Denver, CO 80202
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 12, 2021
Dear Stockholder:
You are cordially invited to attend the special meeting of stockholders (the “Bonanza Creek special meeting”) of Bonanza Creek Energy, Inc. (“Bonanza Creek”), to be held at 9:00 a.m., Mountain Time, on March 12, 2021. The Bonanza Creek special meeting will be a completely virtual meeting, which will be conducted through an audio webcast. You may attend online at www.virtualshareholdermeeting.com/BCEI2021SM and by entering the 16-digit control number included on the proxy card you received or in the instructions that accompanied your proxy materials. The Bonanza Creek special meeting is being held for the following purpose:

To vote on a proposal to approve the issuance of shares of Bonanza Creek common stock, par value $0.01 per share (“Bonanza Creek common stock”), to stockholders and noteholders of HighPoint Resources Corporation (“HighPoint”), in connection with the transactions pursuant to the terms of the Agreement and Plan of Merger, dated as of November 9, 2020 (as amended from time to time, the “merger agreement”), by and among Bonanza Creek, HighPoint and Boron Merger Sub, Inc., a wholly owned subsidiary of Bonanza Creek (“Merger Sub”) (the “share issuance” and such proposal, the “share issuance proposal”).
Bonanza Creek will transact no other business at the Bonanza Creek special meeting, except such business as may properly be brought before the Bonanza Creek special meeting or any adjournments or postponements thereof by or at the direction of the Bonanza Creek board of directors (the “Bonanza Creek board”) in accordance with Bonanza Creek’s fourth amended and restated bylaws. This joint proxy statement/prospectus, of which this notice is a part, describes the proposal listed above in more detail. Please refer to the attached documents, including the merger agreement and all other annexes and any documents incorporated by reference, for further information with respect to the business to be transacted at the Bonanza Creek special meeting. You are encouraged to read the entire document carefully. In particular, please see “The Merger” beginning on page 78 for a description of the transactions contemplated by the merger agreement, including the share issuance, and “Risk Factors” beginning on page 42 for an explanation of the risks associated with the merger and the other transactions contemplated by the merger agreement, including the share issuance.
The merger agreement, among other things, provides for (i) the merger of Merger Sub with and into HighPoint (the “merger”), with HighPoint continuing its existence as the surviving company and a wholly owned subsidiary of Bonanza Creek following the merger (the “surviving company”) and (ii) the commencement by Bonanza Creek of an exchange offer (the “exchange offer”) and consent solicitation by HighPoint and solicitation and acceptances of a prepackaged plan of reorganization for HighPoint and its subsidiaries (the “prepackaged plan” and, together with the exchange offer, the “HighPoint restructuring transactions”) to effect the exchange of any and all of HighPoint Operating Corporation’s (“HighPoint OpCo”) 7.0% Senior Notes due October 15, 2022 (the “2022 Notes”) and HighPoint OpCo’s 8.75% Senior Notes due June 15, 2025 (the “2025 Notes” and, together with the 2022 Notes, the “HighPoint Senior Notes”) for shares of Bonanza Creek common stock, par value $0.01 per share (“Bonanza Creek common stock”), and up to $100 million of senior unsecured notes to be issued by Bonanza Creek in connection with the exchange offer (the “Bonanza Creek Senior Notes”), such HighPoint restructuring transactions to be consummated simultaneously with the effective time of the merger (the “effective time”). The HighPoint restructuring transactions, together with the merger, are herein referred to as the “transactions.”
 

 
Approval of the share issuance proposal by the affirmative vote of a majority of votes cast by the holders of Bonanza Creek common stock (such holders, the “Bonanza Creek stockholders”), entitled to vote thereon and present or represented by proxy at the Bonanza Creek special meeting, is required to complete the merger and the other transactions contemplated thereby, including the commencement by Bonanza Creek of the HighPoint restructuring transactions. However, Bonanza Creek stockholders are not required, nor being requested, to submit a ballot approving the prepackaged plan. You are encouraged to read the entire document carefully. Please see “The Exchange Offer and Consent Solicitation” beginning on page 134 for a description of the exchange offer and “The Prepackaged Plan” beginning on page 138 for a description of the prepackaged plan.
The Bonanza Creek board has fixed the close of business on February 1, 2021 as the record date for the determination of the Bonanza Creek stockholders entitled to receive notice of, and to vote at, the Bonanza Creek special meeting or any adjournments or postponements thereof. Only Bonanza Creek stockholders of record on the record date are entitled to receive notice of, and to vote at, the Bonanza Creek special meeting or any adjournments or postponements thereof. For additional information regarding the Bonanza Creek special meeting, please see “Bonanza Creek Special Meeting” beginning on page 63 of this joint proxy statement/prospectus, of which this notice is a part.
The Bonanza Creek board, at a meeting duly called and held, has by unanimous vote (i) determined that the merger agreement and the transactions contemplated thereby, including the share issuance, are fair to, and in the best interests of Bonanza Creek and the Bonanza Creek stockholders, (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the share issuance, and (iii) recommended that the Bonanza Creek stockholders approve the share issuance. The Bonanza Creek board unanimously recommends that Bonanza Creek stockholders vote “FOR” the share issuance proposal.
As a Bonanza Creek stockholder, you play an important role in our company by considering and taking action on these matters. We appreciate the time and attention you invest in making thoughtful decisions.
Please vote as promptly as possible, whether or not you plan to attend the Bonanza Creek special meeting. If your shares are held in the name of a broker, bank, or other nominee, please vote by following the instructions on the voting instruction form furnished by the broker, bank, or other nominee. If you hold your shares in your own name, please submit a proxy to vote your shares as promptly as possible by (i) visiting the internet site listed on the proxy card, (ii) calling the toll-free number listed on the proxy card, or (iii) signing and returning your proxy card by mail by using the self-addressed, stamped envelope provided. Submitting a proxy will not prevent you from voting at the virtual meeting, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of Bonanza Creek common stock entitled to vote thereon and who is present at the Bonanza Creek special meeting may vote at the virtual meeting, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the Bonanza Creek special meeting in the manner described in this joint proxy statement/prospectus, of which this notice is a part.
If you have any questions concerning the share issuance proposal, the transactions, or this joint proxy statement/prospectus, of which this notice is a part, would like additional copies, or need help voting your shares of Bonanza Creek common stock, please contact Bonanza Creek’s proxy solicitors:
Okapi Partners
1212 Avenue of the Americas, 24th Floor
New York, NY 10036
Banks and Brokers Call: (212) 297-0720
All Others Call Toll Free: (855) 208-8902
Email: info@okapipartners.com
 

 
Your vote is very important. The transactions, including the merger between Bonanza Creek and HighPoint, cannot be completed without the approval of the share issuance proposal by the affirmative vote of a majority of votes cast by Bonanza Creek stockholders entitled to vote thereon and present at the virtual meeting or represented by proxy at the Bonanza Creek special meeting. Abstentions will have the same effect as a vote “AGAINST” the share issuance proposal. Broker non-votes and the failure to submit a proxy or vote at the virtual Bonanza Creek special meeting will have no effect on the share issuance proposal.
By order of the Board of Directors,
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Eric T. Greager
President and Chief Executive Officer
Bonanza Creek Energy, Inc.
 

 
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HIGHPOINT RESOURCES CORPORATION
555 17th Street, Suite 3700
Denver, CO 80202
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 12, 2021
Dear Stockholder:
You are cordially invited to attend the special meeting of stockholders (the “HighPoint special meeting”) of HighPoint Resources Corporation (“HighPoint”), to be held at 9:00 a.m., Mountain Time, on March 12, 2021, for the following purposes:

To vote on a proposal to approve and adopt the Agreement and Plan of Merger, dated as of November 9, 2020 (as amended from time to time, the “merger agreement”), by and among Bonanza Creek Energy, Inc. (“Bonanza Creek”), HighPoint and Boron Merger Sub, Inc., a wholly owned subsidiary of Bonanza Creek (“Merger Sub”) (the “HighPoint out-of-court proposal”); and

To vote on a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to HighPoint’s named executive officers that is based on or otherwise relates to the merger (as defined below) (the “HighPoint compensation proposal”).
In addition, you are being asked to vote to accept the prepackaged plan (the “HighPoint bankruptcy proposal” and, together with the HighPoint out-of-court proposal and the HighPoint compensation proposal, the “HighPoint proposals”) to enable HighPoint to consummate the transactions through the filing of the HighPoint Chapter 11 cases and confirmation of the prepackaged plan if the HighPoint out-of-court proposal is not approved or the minimum participation condition of the exchange offer (as defined in the section entitled “About this Joint Proxy Statement/Prospectus” set forth in this joint proxy statement/prospectus) is not satisfied.
Due to the public health impact of the coronavirus pandemic (“COVID-19”), and to support the health and well-being of HighPoint’s stockholders, employees, and their families, HighPoint will hold the special meeting in virtual format only. You will be able to attend and participate in the special meeting online by registering prior to 5:00 p.m., Eastern Time (3:00 p.m., Mountain Time), on March 11, 2021 at https://dm.epiq11.com/HighPoint and following the instructions provided upon registration.
HighPoint will transact no other business at the HighPoint special meeting, except such business as may properly be brought before the HighPoint special meeting or any adjournments or postponements thereof by or at the direction of the HighPoint board of directors (the “HighPoint board”) in accordance with HighPoint’s amended and restated bylaws. This joint proxy statement/prospectus, of which this notice is a part, describes the HighPoint proposals in more detail. Please refer to the attached documents, including the merger agreement and all other annexes, for further information with respect to the business to be transacted at the HighPoint special meeting. You are encouraged to read the entire document carefully. In particular, please see “The Merger” beginning on page 77 for a description of the transactions contemplated by the merger agreement, “The Exchange Offer and Consent Solicitation” beginning on page 133 for a description of the exchange offer, “The Prepackaged Plan” beginning on page 135 for a description of the prepackaged plan and “Risk Factors” beginning on page 41 for an explanation of the risks associated with the merger and the transactions contemplated by the merger agreement. You should also read carefully the HighPoint disclosure statement included in the materials contained with this joint proxy statement/prospectus, which contains important information about the prepackaged plan.
 

 
Approval of the HighPoint out-of-court proposal by the affirmative vote of the holders of a majority of the outstanding shares of HighPoint common stock, par value $0.001 per share (“HighPoint common stock”), entitled to vote on such proposal is required to approve the merger and complete the merger between HighPoint and Merger Sub, as contemplated pursuant to the merger agreement (the “merger”) out of court. Approval of the HighPoint compensation proposal, on a non-binding advisory basis, requires the affirmative vote of a majority of votes cast by holders of HighPoint common stock (the “HighPoint stockholders”). Approval of the HighPoint bankruptcy proposal by the HighPoint stockholders requires the affirmative vote to accept the prepackaged plan by two-thirds of the amount of shares of HighPoint common stock that are voted. Approval of the HighPoint bankruptcy proposal by the HighPoint stockholders is not required for HighPoint and its subsidiaries to file voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (the “HighPoint Chapter 11 cases”) or to confirm the prepackaged plan.
The HighPoint board has fixed the close of business on February 1, 2021 as the record date for the determination of the HighPoint stockholders entitled to receive notice of, and to vote at, the HighPoint special meeting or any adjournments or postponements thereof. The HighPoint stockholders of record as of the close of business on the record date are the only HighPoint stockholders that are entitled to receive notice of, and to vote at, the HighPoint special meeting or any adjournments or postponements thereof. For additional information regarding the HighPoint special meeting, please see “HighPoint Special Meeting” beginning on page 68 of this joint proxy statement/prospectus, of which this notice is a part.
The HighPoint board, at a meeting duly called and held, has by unanimous vote (i) declared that the merger agreement and the transactions contemplated thereby are fair to, and in the best interests of HighPoint and the HighPoint stockholders, (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby and (iii) recommended that the HighPoint stockholders (x) approve and adopt the merger agreement and the transactions contemplated thereby and (y) vote to accept the prepackaged plan. The HighPoint board unanimously recommends that HighPoint stockholders (i) vote “FOR” the HighPoint out-of-court proposal, (ii) vote “FOR” the HighPoint compensation proposal and (iii) vote to “ACCEPT” the HighPoint bankruptcy proposal.
As a HighPoint stockholder, you play an important role in our company by considering and taking action on these matters. We appreciate the time and attention you invest in making thoughtful decisions.
For purposes of voting on the HighPoint proposals, you will receive a combined proxy card/ballot (and references in this joint proxy statement/prospectus to “proxy card” and or “ballot” with respect to HighPoint refer to such combined proxy card and ballot). Please vote as promptly as possible, whether or not you plan to attend the HighPoint special meeting. Voting your shares to approve the HighPoint out-of-court proposal does not, by itself, constitute voting your shares to accept the prepackaged plan, and voting your shares to accept the prepackaged plan does not, by itself, constitute voting your shares to approve the HighPoint out-of-court proposal.
If your shares are held in the name of a broker, bank, or other nominee, please vote by following the instructions on the voting instruction form furnished by the broker, bank, or other nominee. If you hold your shares in your own name, submit a proxy card and ballot to vote your shares as promptly as possible by (i) visiting https://dm.epiq11.com/HighPoint or (ii) submitting your proxy card and ballot by mail by using the self-addressed, stamped envelope provided. Submitting a proxy card and ballot will not prevent you from voting at the virtual HighPoint special meeting, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of HighPoint common stock entitled to vote thereon and who is present at the HighPoint special meeting may vote at the virtual HighPoint special meeting, thereby revoking any previous proxy card and ballot. In addition, a proxy card and ballot may also be revoked in writing before the HighPoint special meeting in the manner described in this joint proxy statement/prospectus, of which this notice is a part.
 

 
If you have any questions concerning the HighPoint out-of-court proposal, the HighPoint compensation proposal, the HighPoint bankruptcy proposal or this joint proxy statement/prospectus, of which this notice is a part, would like additional copies, or need help voting your shares of HighPoint common stock, please contact:
HighPoint Resources Corporation
555 17th Street, Suite 3700
Denver, CO 80202
(303) 293-9100
HighPoint Resources Corporation
c/o Epiq Corporate Restructuring LLC
10300 SW Allen Boulevard
Beaverton, OR 97005
Call (Toll-Free): (855) 914-4726
Call (International): (503) 520-4495
Your vote is very important. The merger between Bonanza Creek and HighPoint cannot be completed without the approval of the HighPoint out-of-court proposal by the affirmative vote of the holders of a majority of the outstanding shares of HighPoint common stock entitled to vote on the proposal. Abstentions will have the same effect as a vote “AGAINST” the HighPoint out-of-court proposal and the HighPoint compensation proposal. Broker non-votes and the failure to submit a proxy or vote at the virtual HighPoint special meeting will have the same effect as a vote “AGAINST” the HighPoint out-of-court proposal and will have no effect on the HighPoint compensation proposal and the HighPoint bankruptcy proposal.
By order of the Board of Directors,
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R. Scot Woodall
Chief Executive Officer and President
HighPoint Resources Corporation
 

 
ADDITIONAL INFORMATION
Both Bonanza Creek and HighPoint file annual, quarterly, and current reports, proxy statements, and other business and financial information with the SEC electronically, and the SEC maintains a website located at www.sec.gov containing this information. You can also obtain these documents, free of charge, from Bonanza Creek at www.bonanzacrk.com and from HighPoint at www.hpres.com, as applicable. The information contained on, or that may be accessed through, Bonanza Creek’s and HighPoint’s websites is not incorporated by reference into, and is not a part of, this joint proxy statement/prospectus.
Bonanza Creek has filed with the SEC a registration statement on Form S-4 with respect to the shares of Bonanza Creek common stock issuable to HighPoint stockholders in the merger, of which this joint proxy statement/prospectus forms a part. This joint proxy statement/prospectus constitutes the prospectus of Bonanza Creek filed as part of the registration statement. As permitted by SEC rules, this joint proxy statement/prospectus does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement. You may read and copy the registration statement, including any amendments, schedules, and exhibits, at the SEC’s website mentioned above. Statements contained in this joint proxy statement/prospectus as to the contents of any contract or other documents referred to in this joint proxy statement/prospectus are not necessarily complete. In each case, you should refer to the copy of the applicable agreement or other document filed as an exhibit to the registration statement.
This joint proxy statement/prospectus incorporates important business and financial information about Bonanza Creek from documents that are not attached to this joint proxy statement/prospectus. This information, and information included in the annexes attached hereto regarding HighPoint, is available to you without charge upon your request. You can obtain the documents incorporated by reference into this joint proxy statement/prospectus or attached to this joint proxy statement/prospectus, including copies of financial statements and management’s discussion and analysis, free of charge by requesting them in writing or by telephone from the appropriate company or its proxy solicitor (if applicable) at the following addresses and telephone numbers:
For Bonanza Creek stockholders:
For HighPoint stockholders:
Bonanza Creek Energy, Inc.
410 17th Street, Suite 1400
Denver, CO 80202
(720) 440-6100
HighPoint Resources Corporation
555 17th Street, Suite 3700
Denver, CO 80202
(303) 293-9100
Bonanza Creek Energy, Inc.
c/o Okapi Partners
1212 Avenue of the Americas, 24th Floor
New York, NY 10036
Banks and Brokers Call: (212) 297-0720
All Others Call Toll Free: (855) 208-8902
Email: info@okapipartners.com
HighPoint Resources Corporation
c/o Epiq Corporate Restructuring LLC
10300 SW Allen Boulevard
Beaverton, OR 97005
Call (Toll-Free): (855) 914-4726
Call (International): (503) 520-4495
If you would like to request any documents, please do so by March 5, 2021, which is five business days prior to the date of the Bonanza Creek special meeting and the HighPoint special meeting, in order to receive them before the applicable meeting.
For a more detailed description of the information incorporated by reference into this joint proxy statement/prospectus or attached to this joint proxy statement/prospectus and how you may obtain it, please see “Where You Can Find More Information.”
 

 
ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS
This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by Bonanza Creek (File No. 333-251401), constitutes a prospectus of Bonanza Creek under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of Bonanza Creek common stock issuable to HighPoint stockholders in the merger. This joint proxy statement/prospectus also constitutes a joint proxy statement for both HighPoint and Bonanza Creek under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This joint proxy statement/prospectus also constitutes a notice of meeting with respect to the Bonanza Creek special meeting and a notice of meeting with respect to the HighPoint special meeting.
If you are a HighPoint stockholder, you should also read carefully the HighPoint disclosure statement included in your proxy materials, which contains important information about the prepackaged plan. The HighPoint disclosure statement constitutes a solicitation of votes on the prepackaged plan in accordance with Section 1125 of the Bankruptcy Code. Such solicitation is being conducted to obtain acceptances of the prepackaged plan by HighPoint stockholders prior to the filing of any HighPoint Chapter 11 cases. Because no HighPoint Chapter 11 cases have yet been commenced, neither this document nor the HighPoint disclosure statement have been approved by any court as satisfying the requirements of the Bankruptcy Code. At this time, HighPoint has not formally approved the commencement of the HighPoint Chapter 11 cases, although the merger agreement obligates HighPoint to commence the HighPoint Chapter 11 cases if the HighPoint out-of-court proposal is not approved or the minimum participation condition in the exchange offer is not satisfied, and the conditions to filing the prepackaged plan have been satisfied. If the transactions are consummated out of court, HighPoint will not commence a bankruptcy case to consummate the prepackaged plan.
You should rely only on the information contained in, attached to, provided with or incorporated by reference into this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, attached to or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated February 10, 2021, and you should assume that the information contained in this joint proxy statement/prospectus is accurate only as of such date. You should also assume that the information attached to and incorporated by reference into this joint proxy statement/prospectus is only accurate as of the date of such information. Neither the mailing of this joint proxy statement/prospectus to Bonanza Creek stockholders or HighPoint stockholders nor the issuance by Bonanza Creek of shares of Bonanza Creek common stock pursuant to the merger agreement will create any implication to the contrary.
This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this joint proxy statement/prospectus regarding Bonanza Creek has been provided by Bonanza Creek, and information contained in this joint proxy statement/prospectus regarding HighPoint has been provided by HighPoint.
All currency amounts referenced in this joint proxy statement/prospectus are in U.S. dollars. All references in this joint proxy statement/prospectus to:

“2020 reverse split” refer to the reverse stock split, completed as of October 30, 2020, of the HighPoint common stock at a ratio of 1-for-50 and resulting reduction of the number of shares of HighPoint common stock authorized to be issued by HighPoint from 400,000,000 shares to 8,000,000 shares;

“2022 Notes” refer to HighPoint OpCo's 7.0% Senior Notes due October 15, 2022;

“2025 Notes” refer to HighPoint OpCo's 8.75% Senior Notes due June 15, 2025;

“Aggregate Exchange Consideration” refer to (i) the aggregate Stock Consideration and (ii) the aggregate Notes Consideration;

“Bankruptcy Code” refer to the United States Bankruptcy Code, as amended;

“Bonanza Creek” refer to Bonanza Creek Energy, Inc., a Delaware corporation;

“Bonanza Creek board” refer to the Bonanza Creek board of directors;

“Bonanza Creek common stock” refer to the common stock of Bonanza Creek, par value $0.01 per share;
 

 

“Bonanza Creek Senior Notes” refer to unsecured senior notes to be issued by Bonanza Creek in connection with the exchange offer or the HighPoint Chapter 11 cases;

“Bonanza Creek special meeting” refer to the meeting of the Bonanza Creek stockholders in connection with the transactions, as may be adjourned or postponed from time to time;

“Bonanza Creek stockholders” refer to holders of Bonanza Creek common stock;

“Claims” refer to each impaired class of creditor claims against HighPoint;

“closing” refer to the closing of the transactions;

“closing date” refer to the date of the effective time;

“combined company” refer to Bonanza Creek, after giving effect to the merger;

“confirmation order” refer to a final order confirming the prepackaged plan entered by the bankruptcy court;

“DGCL” refer to Delaware General Corporation Law;

“EBITDAX” refer to earnings before interest, income taxes, depreciation, depletion, amortization and exploration expense;

“effective time” refer to the effective time of the merger;

“Eligible Shares” refer to each (i) issued and outstanding share of HighPoint common stock (but excluding (x) any shares of HighPoint common stock held by HighPoint as treasury shares or by Bonanza Creek or Merger Sub immediately prior to the effective time and, in each case, not held on behalf of third parties and (y) any shares of HighPoint common stock held by any direct or indirect subsidiary of HighPoint or Bonanza Creek (other than Merger Sub)), (ii) award of restricted HighPoint common stock outstanding immediately prior to the effective time and (iii) share of HighPoint common stock underlying an award of restricted stock units issued pursuant to the HighPoint Equity Plan outstanding or payable immediately prior to the effective time;

“Epiq” refer to Epiq Corporate Restructuring, LLC;

“Evercore” refer to Evercore Group L.L.C.;

“Exchange Act” refer to the Securities Exchange Act of 1934, as amended;

“Exchange Consideration” refer to the mix of Stock Consideration and Notes Consideration payable with respect to each $1,000 principal amount of HighPoint Senior Notes accepted for exchange in the exchange offer, calculated as set forth in “The Exchange Offer and Consent Solicitation;”

“exchange offer” refer to an exchange offer commenced by Bonanza Creek of the HighPoint Senior Notes for shares of Bonanza Creek common stock and Bonanza Creek Senior Notes;

“exchange offer expiration date” refer to 11:59 p.m., New York City time, on the twentieth business day after commencement of the exchange offer, or at a later time and date as otherwise agreed by the parties;

“Existing HighPoint Stockholder Equity Recovery” refer to 490,221 shares of Bonanza Creek common stock;

“Fifth Creek” refer to Fifth Creek Energy Company, LLC;

“Franklin” refer to Franklin Advisers, Inc., as investment manager on behalf of certain funds and accounts;

“GAAP” refer to accounting principles generally accepted in the United States of America;

“HighPoint” refer to HighPoint Resources Corporation, a Delaware corporation;

“HighPoint 2021 annual meeting” refer to the 2021 annual meeting of HighPoint stockholders;

“HighPoint disclosure statement” refer to the disclosure statement describing the prepackaged plan, which is included in the proxy materials for HighPoint stockholders;
 

 

“HighPoint bankruptcy proposal” refer to the proposal to approve the prepackaged plan to be filed in the HighPoint Chapter 11 cases in the event that the HighPoint out-of-court proposal is not approved or the minimum participation condition in the exchange offer is not satisfied;

“HighPoint board” refer to the HighPoint board of directors;

“HighPoint Chapter 11 cases” refer to the filing, if any, by HighPoint and its subsidiaries of voluntary petitions for relief under Chapter 11 of the Bankruptcy Code;

“HighPoint Claims/Interests” refer to Claims and Interests collectively;

“HighPoint common stock” refer to the common stock of HighPoint, par value $0.001 per share;

“HighPoint compensation proposal” refer to the proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to HighPoint’s named executive officers that is based on or otherwise relates to the merger;

“HighPoint Equity Plan” refer to HighPoint’s 2012 Equity Incentive Plan;

"HighPoint OpCo" refer to HighPoint Operating Corporation (f/k/a Bill Barrett Corporation), a Delaware corporation and wholly-owned subsidiary of HighPoint;

“HighPoint out-of-court proposal” refer to the proposal to approve and adopt the merger agreement;

“HighPoint restructuring transactions” refer to the exchange offer and the prepackaged plan, collectively;

“HighPoint Senior Noteholders” refer to holders of the HighPoint Senior Notes;

“HighPoint Senior Notes” refer to the 2022 Notes and the 2025 Notes;

“HighPoint special meeting” refer to the meeting of the HighPoint stockholders in connection with the transactions, as may be adjourned or postponed from time to time;

“HighPoint stockholders” refer to holders of HighPoint common stock;

“Holder of a HighPoint Claim/Interest” refer to holders of HighPoint Claims/Interests.

“HPR Consenting Noteholders” refer collectively to the HPR Consenting 7% Noteholders and the HPR Consenting 8.75% Noteholders;

“HPR Consenting 7% Noteholders” refer to such term as defined in the transaction support agreement;

“HPR Consenting 8.75% Noteholders” refer to such term as defined in the transaction support agreement;

“HPR Consenting Shareholders” refer to such term as defined in the transaction support agreement;

“initial determination date” refer to the date that is three business days after the exchange offer expiration date;

“Interests” refer to each impaired class of stockholder interests in HighPoint;

“merger” refer to the merger of Merger Sub with and into HighPoint pursuant to the merger agreement, with HighPoint as the surviving company;

“merger agreement” refer to the Agreement and Plan of Merger, dated as of November 9, 2020, by and among Bonanza Creek, HighPoint and Merger Sub, as amended, supplemented or otherwise modified through the date hereof;

“merger consideration” refer to the right of each holder of Eligible Shares to receive in exchange for each Eligible Share (i) a number of shares of Bonanza Creek common stock obtained by dividing the Existing HighPoint Stockholder Equity Recovery by the Eligible Shares and rounding the resulting number of shares to five decimal places and (ii) cash in lieu of fractional shares;

“Merger Sub” refer to Boron Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Bonanza Creek;

“minimum participation condition” refer to the express condition that not less than 97.5% of the aggregate outstanding principal amount of each series of the HighPoint Senior Notes will have been validly tendered in accordance with the terms of the exchange offer prior to the expiration date of the exchange offer;
 

 

“Notes Consideration” refer to the aggregate principal amount of Bonanza Creek Senior Notes to be issued in the exchange offer, which will be equal to $100 million minus the total principal amount of HighPoint Senior Notes not validly tendered and accepted in the exchange offer;

“NYMEX Strip” refer to New York Mercantile Exchange strip;

“NYSE” refer to the New York Stock Exchange;

“outside date” refer to 5:00 p.m. Denver, Colorado time on each of (a) April 8, 2021 if no HighPoint Chapter 11 cases have been filed by that date or (b) thirty days following the date by which the confirmation order must be entered if the HighPoint Chapter 11 cases have been filed;

“petition date” refer to the date of filing of the HighPoint Chapter 11 cases;

“prepackaged plan” refer to a prepackaged plan of reorganization for HighPoint and its subsidiaries;

“requisite conditions to the prepackaged plan” refer to certain conditions to the prepackaged plan, including the following: (a) the requisite votes of HighPoint Senior Notes accepting the prepackaged plan are obtained and Bonanza Creek stockholder approval is obtained; (b) HighPoint obtains debt financing in an amount and on terms reasonably acceptable to Bonanza Creek to permit HighPoint to continue its business in the ordinary course following the filing of the HighPoint Chapter 11 cases; and (c) a firm commitment for senior secured debt financing with aggregate available commitments (drawn and undrawn, collectively) of not less than $250 million in principal amount is obtained by Bonanza Creek;

“SEC” refer to the Securities and Exchange Commission;

“share issuance” refer to the issuance of shares of Bonanza Creek common stock to the HighPoint stockholders and to the holders of the HighPoint Senior Notes in connection with the transactions pursuant to the terms of the merger agreement;

“share issuance proposal” refer to the proposal to approve the share issuance;

“special meetings” refer to the Bonanza Creek special meeting and the HighPoint special meeting collectively;

“Stock Consideration” refer to an aggregate of 9,314,214 shares of Bonanza Creek common stock;

“stockholder support agreement” refer to the voting and support agreement between Fifth Creek, Bonanza Creek, Merger Sub and HighPoint;

“stockholder support agreement shares” refer to all shares of HighPoint common stock beneficially owned by Fifth Creek, and any additional shares of HighPoint common stock that Fifth Creek acquires between the date of the stockholder support agreement and the termination of the stockholder support agreement;

“surviving company” refer to HighPoint following the merger (as a wholly owned subsidiary of Bonanza Creek);

“tax plan” refer to the tax benefits preservation plan entered into on November 9, 2020 by and between Bonanza Creek and Broadridge Corporate Issuer Solutions, Inc.;

“transactions” refer to the merger and the HighPoint restructuring transactions, collectively;

“transaction support agreement” refer to that certain transaction support agreement, dated as of November 9, 2020, by and between HighPoint, certain of its affiliates, the HPR Consenting 7% Noteholders, which hold at least 77% of the aggregate outstanding principal amount of the 2022 Notes, the HPR Consenting 8.75% Noteholders, which hold at least 97% of the aggregate outstanding principal amount of the 2025 Notes, and the HPR Consenting Shareholders, which hold at least 46.5% of the HighPoint common stock;

“unadjusted exchange ratio” refer to the implied ratio of 0.114 shares of Bonanza Creek common stock per share of HighPoint common stock that will be issued to HighPoint stockholders as merger consideration, which implied ratio is based on the number of shares of Bonanza Creek common stock outstanding as of the date of the merger agreement and is subject to change based on the number of shares of HighPoint common stock and HighPoint equity awards outstanding as of the effective time; and

“United States Trustee” refer to the Office of the United States Trustee.
 

 
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QUESTIONS AND ANSWERS
The following are some questions that you may have regarding the merger, the prepackaged plan, the issuance of shares of Bonanza Creek common stock in connection with the transactions and other matters being considered at the Bonanza Creek special meeting and HighPoint special meeting and the answers to those questions. Bonanza Creek and HighPoint urge you to carefully read the entirety of this joint proxy statement/prospectus, including the annexes hereto and the information incorporated herein, because the information in this section does not provide all the information that might be important to you with respect to the merger, the prepackaged plan, the issuance of shares of Bonanza Creek common stock in connection with the transactions and the other matters being considered at the Bonanza Creek special meeting and the HighPoint special meeting.
Q:
Why am I receiving this joint proxy statement/prospectus?
A:
You are receiving this joint proxy statement/prospectus because Bonanza Creek and HighPoint have entered into the merger agreement, pursuant to which, on the terms and subject to the conditions included in the merger agreement, Bonanza Creek has agreed to acquire HighPoint by means of a merger of Merger Sub, a wholly owned subsidiary of Bonanza Creek, with and into HighPoint, with HighPoint surviving the merger as a wholly owned subsidiary of Bonanza Creek. The merger agreement, which governs the terms of the transactions, is attached to this joint proxy statement/prospectus as Annex A. If you are a HighPoint stockholder, you should also read carefully the HighPoint disclosure statement included in your proxy materials, which contains important information about the prepackaged plan. For a more detailed description of the prepackaged plan, see “The Prepackaged Plan” and the HighPoint disclosure statement included in your proxy materials.
As required by the merger agreement, Bonanza Creek will commence the exchange offer to exchange any and all of the HighPoint Senior Notes for 9,314,214 shares of Bonanza Creek common stock and up to $100 million of the Bonanza Creek Senior Notes, and HighPoint will initiate a consent solicitation to amend or eliminate certain covenants in the indentures governing the HighPoint Senior Notes. The consummation of the exchange offer is conditioned on, among other things, stockholder approval, regulatory approval and not less than 97.5% of the aggregate outstanding principal amount of each series of the HighPoint Senior Notes being validly tendered in accordance with the terms of the exchange offer prior to the expiration date of the exchange offer. If the exchange offer and consent solicitation are successful, the exchange offer will be consummated and the amendments to be effected through the consent solicitation will become operative simultaneously with the effective time, except that the amendment to the change of control provisions of the indentures governing the HighPoint Senior Notes will be effective upon payment of the change of control consent fee, which shall be paid promptly by HighPoint upon satisfaction of the minimum participation condition.
Completion of the merger out of court requires, among other things, the separate approvals of both the Bonanza Creek stockholders and the HighPoint stockholders and the satisfaction of the minimum participation condition with respect to the exchange offer. To obtain the required stockholder approvals, Bonanza Creek and HighPoint will each hold special meetings of their respective stockholders in connection with the transactions. Bonanza Creek and HighPoint plan to commence the exchange offer and consent solicitation of the HighPoint Senior Notes concurrently with this solicitation of their respective stockholders.
If the minimum participation condition is not satisfied, or if the required HighPoint stockholder approval is not obtained, HighPoint intends to file the HighPoint Chapter 11 cases to consummate the merger and the exchange of the HighPoint Senior Notes for Bonanza Creek common stock and Bonanza Creek Senior Notes. Concurrently with the above described solicitations, HighPoint will solicit acceptances from its stockholders and holders of the HighPoint Senior Notes of the prepackaged plan.
At the Bonanza Creek special meeting, the Bonanza Creek stockholders will be asked to vote on the proposal to approve the share issuance proposal. Approval of the share issuance proposal requires the affirmative vote of a majority of votes cast by Bonanza Creek stockholders entitled to vote thereon and present or represented by proxy at the Bonanza Creek special meeting.
 
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At the HighPoint special meeting, HighPoint stockholders will be asked to vote on (i) the HighPoint out-of-court proposal; and (ii) the HighPoint compensation proposal. In addition, HighPoint stockholders are being asked to vote to accept the HighPoint bankruptcy proposal to enable HighPoint to consummate the transactions through the filing of the HighPoint Chapter 11 cases and confirmation of the prepackaged plan if the HighPoint out-of-court proposal is not approved or the minimum participation condition of the exchange offer is not satisfied. Approval of the HighPoint out-of-court proposal by the affirmative vote of the holders of a majority of the outstanding shares of HighPoint common stock entitled to vote on such proposal is required to approve the merger and complete the merger out of court. Approval of the HighPoint compensation proposal, on a non-binding advisory basis, requires the affirmative vote of a majority of votes cast by HighPoint stockholders. Approval of the HighPoint bankruptcy proposal by the HighPoint stockholders requires the affirmative vote to accept the prepackaged plan by two-thirds of the amount of shares of HighPoint common stock that are voted. Approval of the HighPoint bankruptcy proposal by the HighPoint stockholders is not required for HighPoint and its subsidiaries to commence the HighPoint Chapter 11 cases or to confirm the prepackaged plan. HighPoint intends to commence the HighPoint Chapter 11 cases if the HighPoint out-of-court proposal is not approved or the minimum participation condition in the exchange offer is not satisfied, and the conditions to filing the prepackaged plan have been satisfied.
This joint proxy statement/prospectus, which you should read carefully, contains important information about the transactions, the share issuance, and other matters being considered at the Bonanza Creek special meeting and the HighPoint special meeting. If you are a HighPoint stockholder, you should also read carefully the HighPoint disclosure statement included in your proxy materials, which contains important information about the prepackaged plan. For a more detailed description of the prepackaged plan, see “The Prepackaged Plan” and the HighPoint disclosure statement included in your proxy materials.
Q:
When and where is the Bonanza Creek special meeting?
A:
The Bonanza Creek special meeting will be held on March 12, 2021 at 9:00 a.m., Mountain Time, via live webcast, which you can attend by visiting www.virtualshareholdermeeting.com/BCEI2021SM.
Q:
When and where is the HighPoint special meeting?
A:
The HighPoint special meeting will be held on March 12, 2021 at 9:00 a.m., Mountain Time. You can attend by registering prior to 5:00 p.m., Eastern Time (3:00 p.m., Mountain Time), on March 11, 2021, at https://dm.epiq11.com/HighPoint and following the instructions provided upon registration.
Q:
What will HighPoint stockholders receive for their shares of HighPoint common stock in the merger?
A:
Immediately following the effective time, each Eligible Share will be converted into the right to receive the merger consideration.
In addition, the HighPoint board will take all actions as may be necessary so that, at the effective time, each of HighPoint’s outstanding restricted stock units and performance stock units will be treated as described in “The Merger — Treatment of HighPoint Equity Awards in the Merger.”
For additional information regarding the consideration to be received in the merger, please see “The Merger — Effects of the Merger.”
Q:
If I am a HighPoint stockholder, how will I receive the merger consideration to which I am entitled?
A:
If you are a holder of certificates that represent the Eligible Shares (which are referred to herein as “HighPoint common stock certificates”), a notice advising you of the effectiveness of the merger and a letter of transmittal and instructions for the surrender of your HighPoint common stock certificates will be mailed to you as soon as practicable after the effective time. After receiving proper documentation from you, the exchange agent will send to you (i) a statement reflecting the aggregate whole number of shares of Bonanza Creek common stock (which will be in uncertificated book-entry form) that you have a right to receive pursuant to the merger agreement and (ii) a check in the amount equal to the cash payable in lieu of any fractional shares of Bonanza Creek common stock and dividends and other distributions on the shares of Bonanza Creek common stock issuable to you as merger consideration.
 
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If you are a holder of book-entry shares representing the Eligible Shares (which are referred to herein as “HighPoint book-entry shares”) which are held through the Depository Trust Company (which is referred to herein as “DTC”), the exchange agent will transmit to the DTC or its nominees as soon as reasonably practicable on or after the closing date, the merger consideration, cash in lieu of any fractional shares of Bonanza Creek common stock and any dividends and other distributions on the shares of Bonanza Creek common stock issuable as merger consideration, in each case, that the DTC has the right to receive.
If you are a holder of record of HighPoint book-entry shares which are not held through the DTC, the exchange agent will deliver to you, as soon as practicable after the effective time, (i) a notice advising you of the effectiveness of the merger, (ii) a statement reflecting the aggregate whole number of shares of Bonanza Creek common stock (which will be in uncertificated book-entry form) that you have a right to receive pursuant to the merger agreement, and (iii) a check in the amount equal to the cash payable in lieu of any fractional shares of Bonanza Creek common stock and dividends and other distributions on the shares of Bonanza Creek common stock issuable to you as merger consideration.
No interest will be paid or accrued on any amount payable for shares of HighPoint common stock eligible to receive the merger consideration pursuant to the merger agreement.
For additional information on the exchange of HighPoint common stock for the merger consideration, see the section entitled “The Merger Agreement — Exchange and Payment Procedures.”
Q:
What will holders of HighPoint equity awards receive in the merger?
A:
The Merger Agreement provides for the following treatment of HighPoint equity awards granted under the HighPoint Equity Plan:
(i)
Each outstanding award of restricted HighPoint common stock issued pursuant to the HighPoint Equity Plan that is outstanding immediately prior to the effective time (each, a “HighPoint Stock Award”) will terminate and be cancelled as of immediately prior to the effective time and be converted into the right to receive the merger consideration, net of any taxes withheld (which taxes shall be withheld by the surviving company and deemed conveyed to the holder as shares of Bonanza Creek common stock that would otherwise be received by the holder), with respect to the number of shares of HighPoint common stock subject to such HighPoint Stock Award immediately prior to the effective time.
(ii)
Each outstanding award of restricted stock units issued pursuant to the HighPoint Equity Plan that is outstanding or payable immediately prior to the effective time (each, a “HighPoint RSU Award”), whether vested or unvested, will terminate and be cancelled as of immediately prior to the effective time and be converted into the right to receive the merger consideration, net of any taxes withheld (which taxes shall be withheld by the surviving company and deemed conveyed to the holder as shares of Bonanza Creek common stock that would otherwise be received by the holder), with respect to the number of shares of HighPoint common stock subject to such HighPoint RSU Award immediately prior to the effective time.
For additional information regarding the treatment of HighPoint equity awards, please see “The Merger — Treatment of HighPoint Equity Awards in the Merger.”
Q:
What is the exchange offer?
A:
Simultaneously with distribution of this joint proxy statement/prospectus, Bonanza Creek is commencing an offer to holders of HighPoint Senior Notes to exchange (i) an aggregate of 9,314,214 shares of its common stock and (ii) up to $100 million aggregate principal amount of Bonanza Creek Senior Notes for any and all of the 2022 Notes and 2025 Notes of HighPoint OpCo. The maximum amount of each type of consideration will be allocated pro rata to holders of HighPoint Senior Notes validly tendered and accepted in the exchange offer. The Exchange Consideration will consist of at least the following for each $1,000 principal amount of HighPoint Senior Notes validly tendered and accepted for exchange:
 
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14.90274240 shares of Bonanza Creek common stock (having a value of $352.30 based on the closing price of Bonanza Creek common stock on February 5, 2021), subject to adjustment for fractional shares; and

$138.46153846 principal amount of new Bonanza Creek Senior Notes, subject to adjustment for minimum denominations.
The Aggregate Exchange Consideration to be allocated pro rata to holders of HighPoint Senior Notes validly tendered and accepted in the Exchange Offers will consist of (i) an aggregate of 9,314,214 shares of Bonanza Creek common stock and (ii) an aggregate principal amount of Bonanza Creek Senior Notes equal to $100 million minus the total principal amount of HighPoint Senior Notes not validly tendered and accepted in the Exchange Offer. Each type of consideration received by holders of the HighPoint Senior Notes per $1,000 principal amount of notes will be at least equal to the minimum amounts set forth above. However, the aggregate Notes Consideration and the mix of consideration per $1,000 principal amount of notes tendered will vary based on the principal amount of HighPoint Senior Notes tendered at or above the 97.5% minimum participation threshold, see “The Exchange Offer and Consent Solicitation — Description of the Exchange Offer.
Holders of the HighPoint Senior Notes accepted for exchange in the exchange offer will also receive a cash payment equal to the accrued and unpaid interest in respect of such HighPoint Senior Notes from the most recent interest payment date to, but not including, the closing date. If the exchange offer is not consummated and the exchange is effected through the prepackaged plan, no payment will be made for accrued and unpaid interest on the HighPoint Senior Notes.
Bonanza Creek’s obligations under the exchange offer are conditioned on the satisfaction of the closing conditions in the merger agreement and the minimum participation condition. For additional information regarding the exchange offer, please see “The Exchange Offer and Consent Solicitation — Description of the Exchange Offer.
Q:
What is the consent solicitation?
A:
In connection with the exchange offer, HighPoint is soliciting, on behalf of HighPoint OpCo, consents from all holders of the HighPoint Senior Notes to certain proposed amendments to the indentures governing the HighPoint Senior Notes that would (i) make such amendments to the definition of “Change of Control” and other related provisions in the indentures as are required to expressly exclude the merger and the other transactions contemplated by the merger agreement from such definitions and related provisions (the “Change of Control Amendment”), and (ii) eliminate the majority of the restrictive covenants and certain events of default (the “Other Indenture Amendments” and, together with the Change of Control Amendment, the “Proposed Amendments”).
Upon receipt of the consent of the holders of a majority of the aggregate principal amount of a series of HighPoint Senior Notes outstanding, HighPoint will enter into a supplemental indenture to implement the Proposed Amendments with respect to such series of HighPoint Senior Notes. However, the Proposed Amendments will not become operative until, in the case of the Change of Control Amendment, the payment of the Change of Control Amendment Consent Fee (as defined below) and, in the case of the Other Indenture Amendments, the settlement date of the exchange offer, which will be the effective date of the merger. Upon satisfaction of the minimum participation condition, HighPoint will pay consenting holders a consent fee of $2.50 per $1,000 principal amount of HighPoint Senior Notes (the “Change of Control Amendment Consent Fee”).
For additional information regarding the consent solicitation, please see “The Exchange Offer and Consent Solicitation — Description of the Consent Solicitation.”
Q:
What are the Bonanza Creek rights?
A:
Effective November 19, 2020, each share of Bonanza Creek common stock has an associated right (each, a “Bonanza Creek right”) to purchase one one-thousandth (subject to adjustment) of a share of Bonanza Creek’s Series A Junior Participating Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), pursuant to the terms of the tax plan. Please see “Description of Capital Stock — Description of the Rights” for additional information regarding the Bonanza Creek rights.
 
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Q:
What is the prepackaged plan?
A:
The prepackaged plan is an alternative method of consummating the transactions if certain closing conditions contained in the merger agreement to consummate the transactions out of court are not met or waived. In the event that the conditions to the exchange offer and consent solicitation are not satisfied or waived (to the extent waivable), or HighPoint is unable to obtain the required approval of its stockholders to consummate the transactions out of court, but HighPoint receives acceptances of the prepackaged plan from a majority of holders of HighPoint Senior Notes that vote on the prepackaged plan and at least two-thirds of the aggregate principal amount of HighPoint Senior Notes that vote on the prepackaged plan, and the other requisite conditions to the prepackaged plan are satisfied, HighPoint will seek confirmation of the prepackaged plan in the HighPoint Chapter 11 cases. At this time, HighPoint has not formally approved the commencement of the HighPoint Chapter 11 cases, although the merger agreement obligates HighPoint to commence the HighPoint Chapter 11 cases if the HighPoint out-of-court proposal is not approved or the minimum participation condition in the exchange offer is not satisfied, and the conditions to filing the prepackaged plan have been satisfied. If you are a HighPoint stockholder, you should also read carefully the HighPoint disclosure statement included in your proxy materials, which contains important information about the prepackaged plan. For a more detailed description of the prepackaged plan, see “The Prepackaged Plan” and the HighPoint disclosure statement included in your proxy materials.
Q:
What are the primary costs, disadvantages and advantages of consummating the transactions through the prepackaged plan rather than outside of court?
A:
Consummating the transactions through the prepackaged plan adds extra costs and uncertainties inherent in the bankruptcy process. The costs of the bankruptcy process could be material and could include both direct costs, including fees paid to attorneys and professionals, and indirect costs, such as adverse impacts on customer relations. In addition, there can be no assurance that the Bankruptcy Court will confirm the prepackaged plan.
On the other hand, consummating the transactions through the prepackaged plan may provide several benefits to Bonanza Creek and HighPoint stockholders, including the ability to consummate the transactions without satisfying the minimum participation condition with respect to the exchange offer.
Q:
Why is HighPoint soliciting votes on the prepackaged plan if the transactions can be consummated out of court?
A:
HighPoint has prepared the prepackaged plan as an alternative method of consummating the transactions if certain closing conditions contained in the merger agreement to consummate the transactions out of court are not met or waived. HighPoint may consummate the transactions through the HighPoint Chapter 11 cases if it receives the affirmative vote of the majority of holders of HighPoint Senior Notes, including at least two-thirds of the aggregate principal amount of HighPoint Senior Notes, that vote on the prepackaged plan and the Bankruptcy Court confirms the prepackaged plan. The Bankruptcy Code also provides a mechanism for the Bankruptcy Court to approve, and for HighPoint to consummate, the prepackaged plan even if two-thirds of HighPoint stockholders that cast votes on the prepackaged plan do not vote to accept the prepackaged plan. If HighPoint were to seek confirmation of the prepackaged plan in reliance upon these “cram down” provisions of the Bankruptcy Code, the approval of the HighPoint stockholders to the prepackaged plan will not be required if the requisite majority of the HighPoint Senior Notes vote to accept the prepackaged plan and the Bankruptcy Court confirms such plan. See “Risk Factors — Risk Factors Relating to the Prepackaged Plan and Other Bankruptcy Law Considerations on HighPoint Chapter 11 Cases.”
Q:
How would the prepackaged plan be implemented?
A:
The prepackaged plan consists of a plan of reorganization under Chapter 11 of the Bankruptcy Code that, if confirmed by the Bankruptcy Court, would implement the transactions, as further described in “The Prepackaged Plan.”
Q:
What vote is needed for the Bankruptcy Court to confirm the prepackaged plan?
A:
For the prepackaged plan to be confirmed by the Bankruptcy Court without invoking the “cram down”
 
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provisions of the Bankruptcy Code, each impaired class of creditor claims against HighPoint (“Claims”) and each impaired class of stockholder interests in HighPoint (“Interests” and, together with Claims, “HighPoint Claims/Interests”) must vote to accept the prepackaged plan. An impaired class of Claims accepts a plan of reorganization if the holders of at least two-thirds in amount and a majority in number of the Claims in such class who actually cast votes accept the plan. An impaired class of Interests accepts a plan of reorganization if the holders of at least two-thirds in amount of such class who actually cast votes accept the plan. If the prepackaged plan is confirmed by the Bankruptcy Court and becomes effective, the prepackaged plan will bind all holders of Claims against and Interests in HighPoint, regardless of whether such holders voted to accept or reject the prepackaged plan and regardless of whether such holders voted on the prepackaged plan. As more fully discussed in the prepackaged plan, only holders of HighPoint Senior Notes and HighPoint stockholders are impaired classes entitled to vote on the prepackaged plan. Neither the holders of Claims with respect to HighPoint’s existing credit facility nor any other classes are impaired and entitled to vote on the prepackaged plan.
The confirmation and effectiveness of the prepackaged plan are subject to conditions that may not be satisfied. There can be no assurance that all requirements for confirmation and effectiveness of the prepackaged plan will be satisfied or that the Bankruptcy Court will conclude that the requirements for confirmation and effectiveness of the prepackaged plan have been satisfied. See “The Prepackaged Plan.”
If HighPoint does not receive the requisite acceptances from holders of HighPoint Senior Notes to allow the prepackaged plan to be confirmed under the Bankruptcy Code, the prepackaged plan will not be confirmed or become effective.
If the “cram down” provisions of the Bankruptcy Code are invoked, the acceptance of the HighPoint stockholders of the prepackaged plan will not be required if the requisite majority of the HighPoint Senior Notes vote to accept the prepackaged plan and the Bankruptcy Court confirms such plan. See “Risk Factors — Risk Factors Relating to the Prepackaged Plan and Other Bankruptcy Law Considerations on HighPoint Chapter 11 Cases.”
At this time, HighPoint has not formally approved the commencement of the HighPoint Chapter 11 cases, although the merger agreement obligates HighPoint to commence the HighPoint Chapter 11 cases if the HighPoint out-of-court proposal is not approved or the minimum participation condition in the exchange offer is not satisfied, and the conditions to filing the prepackaged plan have been satisfied. If the transactions are consummated out of court, HighPoint will not commence a bankruptcy proceeding to consummate the prepackaged plan.
Q:
Who would own Bonanza Creek immediately following the transactions?
A:
Following the closing of the transactions, based on the number of shares of Bonanza Creek common stock outstanding as of the date of the merger agreement, Bonanza Creek’s existing stockholders would own approximately 68% of the issued and outstanding shares of the combined company and HighPoint’s existing stockholders and the holders of HighPoint Senior Notes would own approximately 32% of the issued and outstanding shares of the combined company. Based on the number of shares of Bonanza Creek common stock outstanding as of the date of the merger agreement, existing HighPoint stockholders would own approximately 1.6% of the combined company while participating holders of HighPoint Senior Notes would own approximately 30.4% of the combined company and up to $100 million of Bonanza Creek Senior Notes. Based on the number of shares of Bonanza Creek common stock outstanding as of the date of the merger agreement, the transaction would imply an exchange ratio of 0.114 shares of Bonanza Creek common stock for each outstanding share of HighPoint common stock.
Q:
What will be the composition of the board of directors and management of Bonanza Creek following the completion of the transactions?
A:
Upon completion of the merger, Eric Greager will remain in his role of President and Chief Executive Officer of Bonanza Creek. The other members of Bonanza Creek’s management team will be announced at or prior to the completion of the merger.
 
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Additionally, the merger agreement provides that, as of the effective time, the Bonanza Creek board will have seven members consisting of (i) two independent directors appointed by the HPR Consenting Noteholders that are acceptable to Bonanza Creek (each such director, a “HighPoint director”) and (ii) five directors appointed by Bonanza Creek, consisting of Brian Steck as Chairman of the Bonanza Creek board and four other directors of the Bonanza Creek board as of immediately prior to the effective time.
Q:
How important is my vote?
A:
Your vote “FOR” or to “ACCEPT,” as applicable, each proposal presented at the Bonanza Creek special meeting and HighPoint special meeting is very important and you are encouraged to submit a proxy as soon as possible.
Bonanza Creek. Approval of the share issuance proposal requires the affirmative vote of a majority of votes cast by Bonanza Creek stockholders entitled to vote thereon and present or represented by proxy at the Bonanza Creek special meeting. Accordingly, a Bonanza Creek stockholder’s abstention from voting will have the same effect as a vote “against” the share issuance proposal, while a broker non-vote or the failure of a Bonanza Creek stockholder to vote will have no effect on the outcome of the share issuance proposal.
HighPoint. Approval of the HighPoint out-of-court proposal requires the affirmative vote of the holders of a majority of the outstanding shares of HighPoint common stock entitled to vote on the proposal. Accordingly, a HighPoint stockholder’s abstention from voting, a broker non-vote, the failure of a HighPoint stockholder to vote or the failure of a HighPoint stockholder to submit a proxy will have the same effect as a vote “against” the HighPoint out-of-court proposal.
Approval of the HighPoint compensation proposal on a non-binding advisory basis requires the affirmative vote of a majority of votes cast by HighPoint stockholders. Accordingly, a HighPoint stockholder’s abstention from voting will have the same effect as a vote “against” the HighPoint compensation proposal, while a broker non-vote or the failure of a HighPoint stockholder to vote will have no effect on the outcome of the HighPoint compensation proposal.
Approval of the HighPoint bankruptcy proposal by the HighPoint stockholders requires the affirmative vote to accept the prepackaged plan by two-thirds of the amount of shares of HighPoint common stock that are voted. Approval of the HighPoint bankruptcy proposal by the HighPoint stockholders is not required for HighPoint and its subsidiaries to commence the HighPoint Chapter 11 cases or to confirm the prepackaged plan. HighPoint intends to commence the HighPoint Chapter 11 cases if the HighPoint out-of-court proposal is not approved or the minimum participation condition in the exchange offer is not satisfied, and the conditions to filing the prepackaged plan have been satisfied.
Q:
How do the Bonanza Creek board and the HighPoint board recommend that I vote?
A:
The Bonanza Creek board unanimously recommends that Bonanza Creek stockholders vote “FOR” the share issuance proposal. For additional information regarding how the Bonanza Creek board recommends that Bonanza Creek stockholders vote, see the section entitled “The Merger — Recommendation of the Bonanza Creek Board and Reasons for the Merger.”
The HighPoint board unanimously recommends that HighPoint stockholders (i) vote “FOR” the HighPoint out-of-court proposal, (ii) vote “FOR” the HighPoint compensation proposal and (iii) vote to “ACCEPT” the HighPoint bankruptcy proposal. For additional information regarding how the HighPoint board recommends that HighPoint stockholders vote, see the section entitled “The Merger — Recommendation of the HighPoint Board and Reasons for the Merger.”
Q:
Will the shares of Bonanza Creek common stock received at the time of completion of the transactions be traded on an exchange?
A:
Yes. It is a condition to the consummation of the transactions that the shares of Bonanza Creek common stock issuable pursuant to the merger be authorized for listing on the NYSE, upon official notice of issuance. HighPoint common stock currently trades on the NYSE under the stock symbol
 
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“HPR.” When the merger is completed, the HighPoint common stock will cease to be traded on the NYSE and will be deregistered under the Exchange Act.
Q:
How will Bonanza Creek stockholders be affected by the transactions?
A:
Upon completion of the transactions, each Bonanza Creek stockholder will hold the same number of shares of Bonanza Creek common stock that such stockholder held immediately prior to completion of the transactions. As a result of the transactions, Bonanza Creek stockholders would own shares in a larger company with more assets. However, because Bonanza Creek will be issuing additional shares of Bonanza Creek common stock to HighPoint stockholders in exchange for their shares of HighPoint common stock in connection with the merger and to holders of HighPoint Senior Notes in connection with the exchange offer, each outstanding share of Bonanza Creek common stock issued and outstanding immediately prior to the transactions will represent a smaller percentage of the aggregate number of shares of Bonanza Creek common stock issued and outstanding after the transactions.
Q:
What are the material U.S. federal income tax consequences of the merger to HighPoint stockholders?
A:
Assuming that the merger is completed as currently contemplated, Bonanza Creek and HighPoint intend for the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code, as amended (the “Code”). The obligation of HighPoint to complete the merger is conditioned upon the receipt of an opinion from Kirkland & Ellis LLP (“K&E”), counsel to HighPoint (or other legal counsel selected by HighPoint and reasonably satisfactory to Bonanza Creek), in form and substance reasonably satisfactory to HighPoint, to the effect that the merger should qualify as a reorganization within the meaning of Section 368(a) of the Code based upon the facts, representations, and assumptions set forth or referred to in such opinion. This opinion is not binding on the Internal Revenue Service (the “IRS”) or the courts. Bonanza Creek and HighPoint have not requested and do not intend to request any ruling from the IRS as to the U.S. federal income tax consequences of the merger, and as a result, there can be no assurance that the IRS would not assert, or that a court would not sustain, a position contrary to any of the conclusions reflected in the opinion.
Provided that the merger qualifies as a reorganization within the meaning of Section 368(a) of the Code, a U.S. holder (as defined in “The Merger — Material U.S. Federal Income Tax Consequences of the Merger”) of HighPoint common stock will not recognize gain or loss for U.S. federal income tax purposes upon the conversion of HighPoint common stock into Bonanza Creek common stock pursuant to the merger, except with respect to any cash received in lieu of fractional shares of Bonanza Creek common stock.
Please see “The Merger — Material U.S. Federal Income Tax Consequences of the Merger” for a more detailed discussion of the material U.S. federal income tax consequences of the merger to U.S. holders of HighPoint common stock. Each holder of HighPoint common stock is strongly urged to consult with their tax advisor to determine the U.S. federal, state or local or non-U.S. income or other tax consequences of the merger to it.
Q:
When do Bonanza Creek and HighPoint expect to complete the transactions?
A:
Bonanza Creek and HighPoint currently expect to complete the transactions in the first quarter of fiscal year 2021. However, neither Bonanza Creek nor HighPoint can predict the actual date on which the transactions will be completed, nor can the parties ensure that the transactions will be completed, because completion is subject to conditions beyond the control of either company. Please see “The Merger — Regulatory Approvals” and “The Merger Agreement — Conditions to Completion of the Merger.”
Q:
What happens if the requisite stockholder approvals are not obtained, the minimum participation condition is not satisfied or the transactions are not completed?
A:
If, prior to or at the initial determination date, the minimum participation condition is satisfied and if HighPoint stockholder approval and Bonanza Creek stockholder approval are obtained, then the parties will consummate the merger and the exchange offer on an out-of-court basis, subject to the other conditions set forth in the merger agreement.
 
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If, at the initial determination date, the minimum participation condition is not satisfied or HighPoint stockholder approval is not obtained but the requisite conditions to the prepackaged plan are satisfied, then HighPoint will file the HighPoint Chapter 11 cases and seek confirmation of the prepackaged plan by the Bankruptcy Court, and the parties will, subject to the applicable conditions set forth in the merger agreement, consummate the merger and the exchange of the HighPoint Senior Notes through the prepackaged plan.
If, at the initial determination date, (i) either the minimum participation condition is not satisfied or HighPoint stockholders have not approved the merger and (ii) the requisite conditions to the prepackaged plan are not satisfied, then HighPoint will have until April 8, 2021 to either satisfy both conditions in the foregoing clause (i) and close the merger on an out-of-court basis or satisfy the requisite conditions to the prepackaged plan, and by April 15, 2021, file the HighPoint Chapter 11 cases and seek confirmation of the prepackaged plan within 45 days after the petition date.
At any time after November 9, 2020, in the event the HighPoint board determines that it is in the best interests of HighPoint, (i) HighPoint may file the HighPoint Chapter 11 cases and seek to satisfy the requisite conditions to the prepackaged plan and otherwise seek a confirmation of the prepackaged plan, and (ii) Bonanza Creek will seek to obtain stockholder approval, be bound by the terms of the merger agreement, and consummate the merger and the exchange of the HighPoint Senior Notes through the prepackaged plan if the prepackaged plan is confirmed by May 24, 2021 and the other conditions to the merger have been satisfied after entry of the confirmation order (but prior to June 23, 2021).
In the event of a filing of an involuntary bankruptcy petition (an “involuntary insolvency event”) against HighPoint (i)(a) prior to the initial determination date, depending on whether certain requisite conditions have been met, HighPoint will have up to 60 days after such involuntary insolvency event to seek a dismissal order of such petition (a “dismissal order”) so as to allow the exchange offer to be completed and the merger agreement to remain in full force and effect or (b) after the initial determination date, if the minimum participation condition has been satisfied and HighPoint stockholder approval and Bonanza Creek stockholder approval have been obtained, then HighPoint will have up to 60 days after such involuntary insolvency event to seek a dismissal order and the merger agreement will remain in full force and effect; (ii) if on such date of filing, the minimum participation condition has not been satisfied or the required HighPoint stockholder approval has not been obtained but the requisite conditions to the prepackaged plan have otherwise been satisfied, then HighPoint must stipulate to Chapter 11 bankruptcy relief and Bonanza Creek will be bound by the terms of the merger agreement and consummate the merger and the exchange of the HighPoint Senior Notes through the prepackaged plan; and (iii) if on the date of such involuntary insolvency event, the minimum participation condition has not been satisfied or HighPoint stockholder approval or Bonanza Creek stockholder approval has not been obtained, and if the requisite conditions to the prepackaged plan have not been satisfied, then HighPoint may stipulate to Chapter 11 bankruptcy relief such that Bonanza Creek may be bound by the terms of the merger agreement through May 24, 2021 and consummate the merger and the exchange of the HighPoint Senior Notes through the prepackaged plan.
If you are a HighPoint stockholder, you should also read carefully the HighPoint disclosure statement included in your proxy materials, which contains important information about the prepackaged plan. For a more detailed description of the prepackaged plan, see “The Prepackaged Plan” and the HighPoint disclosure statement included in your proxy materials. The HighPoint disclosure statement is being distributed with the proxy materials for HighPoint stockholders to solicit votes to accept or reject the prepackaged plan. Bonanza Creek stockholders are not required to, nor are they being requested or entitled to, vote on the prepackaged plan.
In the event HighPoint files the HighPoint Chapter 11 cases, HighPoint is required to, among other things, file an objection to and oppose any effort by any party to dismiss the HighPoint Chapter 11 cases or convert them into Chapter 7 cases, appoint a trustee or examiner, defeat confirmation of the prepackaged plan, appoint an official committee of Interest holders, or seek entry of an order that is inconsistent with the merger agreement or the prepackaged plan in any material respect. HighPoint and Bonanza Creek also undertake covenants, among others, to further the transactions, negotiate definitive documents in good faith, and not file any motion or other document that is inconsistent with the merger agreement and the prepackaged plan.
 
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If the HighPoint Chapter 11 cases are commenced and the merger agreement is rejected by HighPoint in bankruptcy, then HighPoint will, subject to applicable law, be obligated to pay a termination fee of $15 million to Bonanza Creek (minus the $6 million transaction expense fee previously paid). Please see “The Prepackaged Plan” for additional information regarding the prepackaged plan.
Under specified circumstances, HighPoint or Bonanza Creek may be required to reimburse the other party’s expenses or pay a termination fee upon or subsequent to termination of the merger agreement, as described in “The Merger Agreement — Expenses and Termination Fees Relating to the Termination of the Merger Agreement.”
Q:
Who can vote at, and what are the record dates of, each of the Bonanza Creek special meeting and the HighPoint special meeting?
A:
All Bonanza Creek stockholders who hold shares of Bonanza Creek common stock of record at the close of business on February 1, 2021, the record date for the Bonanza Creek special meeting (the “Bonanza Creek record date”), are entitled to receive notice of, and to vote at, the Bonanza Creek special meeting.
All HighPoint stockholders who hold shares of HighPoint common stock of record at the close of business on February 1, 2021, the record date for the HighPoint special meeting (the “HighPoint record date”), are entitled to receive notice of, and to vote at, the HighPoint special meeting.
Q:
How many votes may I cast?
A:
Each outstanding share of Bonanza Creek common stock entitles its holder of record to one vote on each matter to be considered at the Bonanza Creek special meeting. The Bonanza Creek stockholders of record on the Bonanza Creek record date are the only Bonanza Creek stockholders that are entitled to receive notice of, and to vote at, the Bonanza Creek special meeting and any adjournments or postponements thereof.
Each outstanding share of HighPoint common stock entitles its holder of record to one vote on each matter to be considered at the HighPoint special meeting. The HighPoint stockholders of record on the HighPoint record date are the only HighPoint stockholders that are entitled to receive notice of, and to vote at, the HighPoint special meeting or any adjournments or postponements thereof.
Q:
What constitutes a quorum at each of the Bonanza Creek special meeting and the HighPoint special meeting?
A:
In order for business to be conducted at the Bonanza Creek and HighPoint special meetings, a quorum must be present.
A quorum at the Bonanza Creek special meeting requires the presence of the holders of a majority of the total issued and outstanding shares of Bonanza Creek common stock entitled to vote at the Bonanza Creek special meeting, represented virtually or by proxy. If you submit a properly executed proxy card, even if you do not vote for the proposal or vote to “abstain” in respect of the proposal, your shares of Bonanza Creek common stock will be counted for purposes of calculating whether a quorum is present for the transaction of business at the Bonanza Creek special meeting. Broker non-votes will not be counted for purposes of determining whether there is a quorum at the Bonanza Creek special meeting.
A quorum at the HighPoint special meeting requires the presence of the holders of a majority of the total issued and outstanding shares of HighPoint common stock entitled to vote at the HighPoint special meeting, represented virtually or by proxy. If you submit a properly executed proxy card and ballot, even if you do not vote for the proposals or vote to “abstain” in respect of the proposals, your shares of HighPoint common stock will be counted for purposes of calculating whether a quorum is present for the transaction of business at the HighPoint special meeting. Broker non-votes will not be counted for purposes of determining whether there is a quorum at the HighPoint special meeting.
Q:
What do I need to do now?
A:
After you have carefully read and considered the information contained in, attached to or incorporated
 
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by reference into this joint proxy statement/prospectus, please submit your proxy via the internet at https://dm.epiq11.com/HighPoint (or by telephone if you are a Bonanza Creek stockholder) in accordance with the instructions set forth on the applicable enclosed proxy card (and if you are a HighPoint stockholder, your proxy card and ballot), or complete, sign, date, and return the applicable enclosed proxy card (and ballot, if applicable) in the self-addressed, stamped envelope provided as soon as possible so that your shares will be represented and voted at the Bonanza Creek special meeting or the HighPoint special meeting, as applicable.
For additional information on voting procedures, please see “Bonanza Creek Special Meeting” and “HighPoint Special Meeting.”
Q:
How will my proxy be voted?
A:
If you submit your proxy via the internet, by telephone, or by completing, signing, dating, and returning the applicable enclosed proxy card, your proxy will be voted in accordance with your instructions.
For additional information on voting procedures, please see “Bonanza Creek Special Meeting” and “HighPoint Special Meeting.”
Q:
Who will count the votes?
A:
The votes at the Bonanza Creek special meeting will be tabulated and certified by the inspector of elections appointed by the Bonanza Creek board.
The votes at the HighPoint special meeting will be tabulated and certified by the inspector of elections appointed by the HighPoint board.
Q:
May I vote at the special meeting?
A:
Yes. If you are a Bonanza Creek stockholder of record on the Bonanza Creek record date, or a HighPoint stockholder of record on the HighPoint record date, you may attend the Bonanza Creek special meeting or HighPoint special meeting, respectively, and vote your shares electronically, in lieu of submitting your proxy by internet, by telephone, or by completing, signing, dating, and returning the applicable enclosed proxy card (and ballot, if applicable). Please note that attendance alone at the virtual Bonanza Creek special meeting or the virtual HighPoint special meeting, as applicable, will not cause the voting of your shares; you must affirmatively vote the proxy card or meeting ballot provided.
If you are a beneficial owner of shares of Bonanza Creek common stock or HighPoint common stock, you are also invited to attend the Bonanza Creek special meeting or the HighPoint special meeting, respectively. However, because you are not the Bonanza Creek stockholder of record or HighPoint stockholder of record, you may not vote your shares electronically at the Bonanza Creek special meeting or the HighPoint special meeting, respectively, unless you request and obtain a “legal proxy” issued in your own name from your bank, broker or other nominee.
If you appoint a non-management proxy holder, please make sure he or she is aware and ensure he or she will attend and submit a vote on your behalf at the applicable special meeting, with the proper authority from you, for your vote to count.
Q:
How do I virtually attend my special meeting?
A:
Bonanza Creek stockholders will be able to attend, vote their shares, and submit questions during the Bonanza Creek special meeting via a live audio webcast available by visiting the following website, www.virtualshareholdermeeting.com/BCEI2021SM. To join-in the Bonanza Creek special meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials.
In order for HighPoint stockholders to be admitted to the special meeting, they must register prior to 5:00 p.m., Eastern Time (3:00 p.m., Mountain Time), on March 11, 2021, at https://dm.epiq11.com/HighPoint and follow the instructions provided upon registration.
 
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For additional information on attending the Bonanza Creek special meeting and the HighPoint special meeting, please see “Bonanza Creek Special Meeting” and “HighPoint Special Meeting.”
Q:
What should I do if I receive more than one set of voting materials for the Bonanza Creek special meeting or the HighPoint special meeting?
A:
You may receive more than one set of voting materials for the Bonanza Creek special meeting, the HighPoint special meeting, or both, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction forms. For example, if you hold your shares of Bonanza Creek common stock or your shares of HighPoint common stock in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please submit each separate proxy or voting instruction form that you receive by following the instructions set forth in each separate proxy or voting instruction form. If you fail to submit each separate proxy or voting instruction form that you receive, not all of your shares will be voted.
Q:
What is the difference between holding shares of record and holding shares as a beneficial owner of shares of Bonanza Creek common stock or HighPoint common stock?
A:
If your shares of Bonanza Creek common stock are registered directly in your name with Bonanza Creek’s registrar and transfer agent, Broadridge Investor Communications Solutions, Inc., or your shares of HighPoint common stock are registered directly in your name with HighPoint’s transfer agent, Computershare Trust Company, N.A., you are considered, with respect to those shares, to be the stockholder of record. If you are a stockholder of record, then this joint proxy statement/prospectus and your proxy card (and ballot, if applicable) have been sent directly to you by Bonanza Creek or HighPoint, as applicable.
If your shares of Bonanza Creek common stock or HighPoint common stock are held through a bank, broker, or other nominee, you are considered, with respect to those shares, the beneficial owner, and those shares are held in “street name” by your bank, broker, or other nominee. In that case, this joint proxy statement/prospectus has been forwarded to you by your bank, broker, or other nominee. As the beneficial owner, you have the right to direct your bank, broker, or other nominee how to vote your shares by following their instructions for voting, and you are also invited to virtually attend the Bonanza Creek special meeting or the HighPoint special meeting, as applicable. However, because you are not the stockholder of record, you may not vote your shares of Bonanza Creek common stock or HighPoint common stock, as applicable, at the applicable special meeting unless you request and obtain a “legal proxy” issued in your own name from your bank, broker, or other nominee.
Q:
If my shares of Bonanza Creek common stock or HighPoint common stock are held in “street name” by my bank, broker, or other nominee, will my bank, broker, or other nominee automatically vote my shares for me?
A:
No. If your shares of Bonanza Creek common stock or HighPoint common stock are held in the name of a bank, broker, or other nominee, you will receive separate instructions from your bank, broker, or other nominee describing how to vote your shares. The availability of internet or telephonic voting will depend on the nominee’s voting process. Please check with your bank, broker, or other nominee and follow the voting procedures provided by your bank, broker, or other nominee on your voting instruction form.
You should instruct your bank, broker, or other nominee how to vote your shares of Bonanza Creek common stock or HighPoint common stock, as applicable. Under the rules applicable to broker-dealers, your bank, broker, or other nominee does not have discretionary authority to vote your shares on any of the proposals scheduled to be voted on at the Bonanza Creek special meeting or the HighPoint special meeting. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares. Bonanza Creek and HighPoint do not expect any broker non-votes at the Bonanza Creek special meeting or HighPoint special meeting because the rules applicable to banks, brokers and other
 
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nominees only provide brokers with discretionary authority to vote on proposals that are considered routine, whereas each of the proposals to be presented at the Bonanza Creek special meeting and HighPoint special meeting are considered non-routine. As a result, no broker will be permitted to vote your shares of Bonanza Creek common stock or HighPoint common stock at the applicable special meeting without receiving instructions. Failure to instruct your broker on how to vote your shares will have (i) no effect on the share issuance proposal, for Bonanza Creek stockholders, and (ii) the same effect as a vote “against” the HighPoint out-of-court proposal and no effect on the outcome of the HighPoint compensation proposal or the HighPoint bankruptcy proposal, for HighPoint stockholders.
For additional information on voting procedures, please see “Bonanza Creek Special Meeting” and “HighPoint Special Meeting.”
Q:
What do I do if I am a Bonanza Creek stockholder and I want to revoke my proxy?
A:
Bonanza Creek stockholders may revoke or change a previously delivered proxy at any time before the meeting by delivering another proxy with a later date, by voting again via the internet or by telephone, or by delivering written notice of revocation of the proxy to Bonanza Creek’s corporate secretary at Bonanza Creek’s principal executive offices in Denver, Colorado, which must be received by Bonanza Creek before the beginning of the Bonanza Creek special meeting. Bonanza Creek stockholders may also revoke their proxies by attending the Bonanza Creek special meeting and voting during the virtual meeting, although attendance at the Bonanza Creek special meeting will not, in and of itself, revoke a valid proxy that was previously delivered. If a Bonanza Creek stockholder holds shares through a bank, broker, or other nominee, such stockholder must contact that nominee to revoke any prior voting instructions or obtain a “legal proxy” as described above.
For additional information, please see “Bonanza Creek Special Meeting.”
Q:
What do I do if I am a HighPoint stockholder and I want to revoke my proxy?
A:
HighPoint stockholders may revoke or change a previously delivered proxy at any time before the meeting by delivering another proxy with a later date, by voting again via the internet or by delivering written notice of revocation of the proxy to Epiq before the beginning of the HighPoint special meeting at: HighPoint Resources Corporation, c/o Epiq Corporate Restructuring LLC, 10300 SW Allen Boulevard, Beaverton, OR 97005. HighPoint stockholders may also revoke their proxies by attending the HighPoint special meeting and voting during the virtual meeting, although attendance at the HighPoint special meeting will not, in and of itself, revoke a valid proxy that was previously delivered. If a HighPoint stockholder holds shares through a bank, broker, or other nominee, such stockholder must contact that nominee to revoke any prior voting instructions or obtain a “legal proxy” as described above.
For additional information, please see “HighPoint Special Meeting.”
Q:
Are there any risks that I should consider as a Bonanza Creek stockholder or HighPoint stockholder in deciding how to vote?
A:
Yes. You should read and carefully consider the risks set forth in “Risk Factors.” You also should read and carefully consider the risk factors of Bonanza Creek and HighPoint contained in the documents that are attached to and incorporated by reference into this joint proxy statement/prospectus.
Q:
What happens if I sell or otherwise transfer my shares of Bonanza Creek common stock before the Bonanza Creek special meeting?
A:
The Bonanza Creek record date is prior to the date of the Bonanza Creek special meeting. If you sell or otherwise transfer your shares of Bonanza Creek common stock after the Bonanza Creek record date but before the Bonanza Creek special meeting, unless special arrangements are made between you and the person to whom you transfer your shares of Bonanza Creek common stock (such as provision of a proxy), you will retain your right to vote such shares at the Bonanza Creek special meeting but will otherwise transfer ownership of and the economic interest in your shares of Bonanza Creek common stock.
 
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Q:
What happens if I sell or otherwise transfer my shares of HighPoint common stock before the HighPoint special meeting?
A:
The HighPoint record date is prior to the date of the HighPoint special meeting. If you sell or otherwise transfer your shares of HighPoint common stock after the HighPoint record date but before the HighPoint special meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you transfer your shares of HighPoint common stock, you will retain your right to vote such shares at the HighPoint special meeting but will otherwise transfer ownership of and the economic interest in your shares of HighPoint common stock.
Q:
What happens if I sell or otherwise transfer my shares of HighPoint common stock before the completion of the merger?
A:
Only HighPoint stockholders as of immediately prior to the effective time will become entitled to receive the merger consideration. If you sell your shares of HighPoint common stock prior to the completion of the merger, you will not become entitled to receive the merger consideration by virtue of the merger.
Q:
Do any of the officers or directors of HighPoint have interests in the merger that may differ from or be in addition to my interests as a HighPoint stockholder?
A:
In considering the recommendation of the HighPoint board that HighPoint stockholders vote to approve the HighPoint out-of-court proposal and the HighPoint compensation proposal, HighPoint stockholders should be aware that, aside from their interests as HighPoint stockholders, HighPoint’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of HighPoint stockholders generally. These interests are described in more detail in the section entitled “The Merger — Interests of Certain HighPoint Directors and Executive Officers in the Merger.” The HighPoint board was aware of and considered these potential interests, among other matters, in evaluating and negotiating the merger agreement and the transactions contemplated therein, in approving the merger and in recommending the approval of the HighPoint out-of-court proposal and the HighPoint compensation proposal. See “The Merger — Background of the Merger” and “The Merger — Recommendation of the HighPoint Board and Reasons for the Merger.”
For more information and quantification of these interests, please see “The Merger — Interests of Certain HighPoint Directors and Executive Officers in the Merger.”
Q:
If I am a Bonanza Creek stockholder and I oppose the share issuance proposal or if I am a HighPoint stockholder and I oppose the HighPoint proposals, but all such proposals are approved, what are my rights?
A:
Under Delaware law, Bonanza Creek stockholders are not entitled to dissenters’ or appraisal rights in connection with the issuance of shares of Bonanza Creek common stock as contemplated by the merger agreement. Bonanza Creek stockholders may vote against the share issuance proposal if they do not favor such proposal.
Because shares of HighPoint common stock are listed on the NYSE and holders of shares of HighPoint common stock are not required to receive consideration other than shares of Bonanza Creek common stock, which are listed on the NYSE, and cash in lieu of fractional shares in the merger, holders of shares of HighPoint common stock are not entitled to exercise dissenters’ or appraisal rights under Delaware law in connection with the merger. HighPoint stockholders may vote against the HighPoint proposals if they do not favor the transactions.
Q:
Where can I find voting results of the Bonanza Creek special meeting and the HighPoint special meeting?
A:
Bonanza Creek and HighPoint intend to announce their respective preliminary voting results at each of the Bonanza Creek and HighPoint special meetings and disclose their respective final voting results in Current Reports on Form 8-K that will be filed with the SEC following the Bonanza Creek and HighPoint special meetings. All reports that Bonanza Creek and HighPoint file with the SEC are publicly available when filed. Please see “Where You Can Find More Information.”
 
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Q:
How can I find more information about Bonanza Creek and HighPoint?
A:
You can find more information about Bonanza Creek and HighPoint from various sources described in “Where You Can Find More Information.”
Q:
Who can answer any questions I may have about the Bonanza Creek special meeting, the HighPoint special meeting or the transactions contemplated by the merger agreement, including the merger and the share issuance?
A:
If you have any questions about the Bonanza Creek special meeting, the HighPoint special meeting, the merger, the share issuance proposal, how to submit your proxy, or if you need additional copies of this joint proxy statement/prospectus or documents attached hereto or incorporated by reference herein, the applicable enclosed proxy card or voting instructions, you should contact:
For Bonanza Creek stockholders:
Bonanza Creek Energy, Inc.
410 17th Street, Suite 1400
Denver, CO 80202
(720) 440-6100
Bonanza Creek Energy, Inc.
c/o Okapi Partners
1212 Avenue of the Americas, 24th Floor
New York, NY 10036
Banks and Brokers Call: (212) 297-0720
All Others Call Toll Free: (855) 208-8902
Email: info@okapipartners.com
For HighPoint stockholders:
HighPoint Resources Corporation
555 17th Street, Suite 3700
Denver, CO 80202
(303) 293-9100
HighPoint Resources Corporation
c/o Epiq Corporate Restructuring LLC
10300 SW Allen Boulevard
Beaverton, OR 97005
Call (Toll-Free): (855) 914-4726
Call (International): (503) 520-4495
 
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SUMMARY
The following summary highlights selected information described in more detail elsewhere in this joint proxy statement/prospectus and the documents attached to or incorporated by reference into this joint proxy statement/prospectus and may not contain all the information that may be important to you. To understand the merger and the matters being voted on by Bonanza Creek and HighPoint stockholders at their respective special meetings more fully, and to obtain a more complete description of the legal terms of the merger agreement and the agreements related thereto, you should carefully read this entire document, including the annexes and the documents incorporated herein and to which Bonanza Creek and HighPoint refer you. Each item in this summary includes a page reference directing you to a more complete description of that topic. See “Where You Can Find More Information.”
The Parties
Bonanza Creek Energy, Inc.
Bonanza Creek is an independent oil and natural gas company engaged in the acquisition, exploration, development, and production of oil and associated liquids-rich natural gas in the Rocky Mountain region of the United States. Bonanza Creek’s assets and operations are concentrated in rural, unincorporated Weld County, Colorado, within the Wattenberg Field, focused on the Niobrara and Codell formations.
Bonanza Creek is a Delaware corporation with principal executive offices located at 410 17th Street, Suite 1400, Denver, CO 80202. Its telephone number is (720) 440-6100. Shares of Bonanza Creek common stock are listed for trading on the NYSE under the symbol: “BCEI.” Additional information about Bonanza Creek and its subsidiaries is included in documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information.”
HighPoint Resources Corporation
HighPoint is a Denver, Colorado-based company focused on the development of oil and natural gas assets located in the Denver-Julesburg Basin of Colorado. HighPoint’s principal executive offices are located at 555 17th Street, Suite 3700, Denver, CO 80202. Its telephone number is (303) 293-9100. Shares of HighPoint’s common stock are traded on the NYSE under the symbol “HPR.” Additional information about HighPoint and its subsidiaries is included in documents attached to this joint proxy statement/prospectus as Annexes I, J, K and L. See also “Where You Can Find More Information.”
HighPoint OpCo
HighPoint OpCo, formerly known as Bill Barrett Corporation, is the issuer of the HighPoint Senior Notes and became a wholly-owned subsidiary of HighPoint as a result of a merger transaction between Bill Barrett Corporation and a subsidiary of HighPoint in March 2018. On the closing date of the merger, HighPoint became a guarantor of the 2022 Notes and the 2025 Notes.
Merger Sub
Merger Sub is a Delaware corporation that was incorporated for the sole purpose of effecting the merger. In the merger, Merger Sub will merge with and into HighPoint, with HighPoint surviving as a direct, wholly owned subsidiary of Bonanza Creek and the separate corporate existence of Merger Sub will cease.
Merger Sub’s principal executive office is located at c/o Bonanza Creek Energy, Inc., 410 17th Street, Suite 1400, Denver, CO 80202 and its telephone number is (720) 440-6100.
The Merger (see page 78)
Upon satisfaction or waiver of the conditions to closing in the merger agreement, at the effective time, Merger Sub will merge with and into HighPoint, Merger Sub’s separate corporate existence will cease, and HighPoint will be the surviving company following the merger. Each Eligible Share will be converted into the right to receive the merger consideration. Cash will be paid in lieu of the issuance of fractional shares, if
 
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any, upon the conversion of Eligible Shares into the merger consideration. In addition, HighPoint will take all actions as may be necessary so that at the effective time, each outstanding restricted stock unit and share of restricted common stock in respect of HighPoint common stock will be treated as described in “The Merger — Treatment of HighPoint Equity Awards in the Merger.”
The Exchange Offer and the Consent Solicitation (see page 134)
Simultaneously with distribution of this joint proxy statement/prospectus, Bonanza Creek is commencing an offer to holders of HighPoint Senior Notes to exchange (i) an aggregate of 9,314,214 shares of its common stock and (ii) up to $100 million aggregate principal amount of Bonanza Creek Senior Notes for any and all of the 2022 Notes and 2025 Notes of HighPoint OpCo. The maximum amount of each type of consideration will be allocated pro rata to holders of HighPoint Senior Notes validly tendered and accepted in the exchange offer. The Exchange Consideration will consist of at least the following for each $1,000 principal amount of HighPoint Senior Notes validly tendered and accepted for exchange:

14.90274240 shares of Bonanza Creek common stock (having a value of $352.30 based on the closing price of Bonanza Creek common stock on February 5, 2021), subject to adjustment for fractional shares; and

$138.46153846 principal amount of new Bonanza Creek Senior Notes, subject to adjustment for minimum denominations.
The Aggregate Exchange Consideration to be allocated pro rata to holders of HighPoint Senior Notes validly tendered and accepted in the Exchange Offers will consist of (i) an aggregate of 9,314,214 shares of Bonanza Creek common stock and (ii) an aggregate principal amount of Bonanza Creek Senior Notes equal to $100 million minus the total principal amount of HighPoint Senior Notes not validly tendered and accepted in the Exchange Offer. Each type of consideration received by holders of the HighPoint Senior Notes per $1,000 principal amount of notes will be at least equal to the minimum amounts set forth above. However, the aggregate Notes Consideration and the mix of consideration per $1,000 principal amount of notes tendered will vary based on the principal amount of HighPoint Senior Notes tendered at or above the 97.5% minimum participation threshold, see “The Exchange Offer and Consent Solicitation — Description of the Exchange Offer.
Holders of the HighPoint Senior Notes accepted for exchange in the exchange offer will also receive a cash payment equal to the accrued and unpaid interest in respect of such HighPoint Senior Notes from the most recent interest payment date to, but not including, the closing date. If the exchange offer is not consummated and the exchange is effected through the prepackaged plan, no payment will be made for accrued and unpaid interest on the HighPoint Senior Notes.
In connection with the exchange offer, HighPoint is soliciting, on behalf of HighPoint OpCo, consents from all holders of the HighPoint Senior Notes to certain proposed amendments to the indentures governing the HighPoint Senior Notes that would (i) make such amendments to the definition of “Change of Control” and other related provisions in the indentures as are required to expressly exclude the merger and the other transactions contemplated by the merger agreement from such definitions and related provisions (the “Change of Control Amendment”), and (ii) eliminate the majority of the restrictive covenants and certain events of default (the “Other Indenture Amendments” and, together with the Change of Control Amendment, the “Proposed Amendments”).
Upon receipt of the consent of the holders of a majority of the aggregate principal amount of a series of HighPoint Senior Notes outstanding, HighPoint will enter into a supplemental indenture to implement the Proposed Amendments with respect to such series of HighPoint Senior Notes. However, the Proposed Amendments will not become operative until, in the case of the Change of Control Amendment, the payment of the Change of Control Amendment Consent Fee and, in the case of the Other Indenture Amendments, the settlement date of the exchange offer, which will be the effective date of the merger. Upon satisfaction of the minimum participation condition, HighPoint will pay consenting holders the Change of Control Amendment Consent Fee.
A separate registration statement on Form S-4 has been filed by Bonanza Creek with respect to the shares of Bonanza Creek common stock and the Bonanza Creek Senior Notes (and related guarantees) issuable in the HighPoint restructuring transactions, of which a separate prospectus forms a part.
 
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The Prepackaged Plan for HighPoint (see page 138)
The prepackaged plan is an alternative method of consummating the transactions if certain closing conditions contained in the merger agreement to consummate the transactions out of court are not met or waived. In the event that the conditions to the exchange offer and consent solicitation are not satisfied or waived (to the extent waivable), or HighPoint is unable to obtain the required approval of its stockholders to consummate the transactions out of court, but HighPoint receives acceptances of the prepackaged plan from a majority of holders of HighPoint Senior Notes that vote on the prepackaged plan and at least two-thirds of the aggregate principal amount of HighPoint Senior Notes that vote on the prepackaged plan, and the other requisite conditions to the prepackaged plan are satisfied, HighPoint will seek confirmation of the prepackaged plan in the HighPoint Chapter 11 cases. At this time, HighPoint has not formally approved the commencement of the HighPoint Chapter 11 cases, although the merger agreement obligates HighPoint to commence the HighPoint Chapter 11 cases if the HighPoint out-of-court proposal is not approved or the minimum participation condition in the exchange offer is not satisfied, and the conditions to filing the prepackaged plan have been satisfied. If you are a HighPoint stockholder, you should also read carefully the HighPoint disclosure statement included in your proxy materials, which contains important information about the prepackaged plan. For a more detailed description of the prepackaged plan, see “The Prepackaged Plan” and the HighPoint disclosure statement included in your proxy materials.
Bonanza Creek Special Meeting (see page 63)
The Bonanza Creek special meeting will be held on March 12, 2021, at 9:00 a.m., Mountain Time. The Bonanza Creek special meeting will be a virtual meeting conducted via live audio webcast, which you can attend by visiting www.virtualshareholdermeeting.com/BCEI2021SM. The Bonanza Creek special meeting is being held to consider and vote on a proposal to approve the issuance of shares of Bonanza Creek common stock to HighPoint stockholders and holders of HighPoint Senior Notes in connection with the transactions pursuant to the terms of the merger agreement, which is referred to as the share issuance proposal.
The record date for the determination of Bonanza Creek stockholders entitled to notice of and to vote at the Bonanza Creek special meeting is the close of business on February 1, 2021. Only Bonanza Creek stockholders who held Bonanza Creek common stock of record on the Bonanza Creek record date are entitled to vote at the Bonanza Creek special meeting and any adjournments or postponements of the Bonanza Creek special meeting. Each issued and outstanding share of Bonanza Creek common stock entitles its holder of record to one vote on each matter to be considered at the Bonanza Creek special meeting.
In order for business to be conducted at the Bonanza Creek special meeting, a quorum must be present. A quorum at the Bonanza Creek special meeting requires the presence of the holders of a majority of the total issued and outstanding shares of Bonanza Creek common stock entitled to vote at the Bonanza Creek special meeting, represented virtually or by proxy. Abstentions will be counted for purposes of determining whether there is a quorum at the Bonanza Creek special meeting. Shares represented by broker non-votes will not be considered present and entitled to vote at the Bonanza Creek special meeting for the purpose of determining the presence of a quorum. If a quorum is not present or represented or if there are not sufficient votes for the approval of the share issuance proposal, Bonanza Creek expects that the Bonanza Creek special meeting will be adjourned by the chairman of the Bonanza Creek special meeting to solicit additional proxies. At any subsequent reconvening of the Bonanza Creek special meeting at which a quorum shall be present or represented, all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the Bonanza Creek special meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.
Approval of the share issuance proposal requires the affirmative vote of a majority of votes cast by Bonanza Creek stockholders entitled to vote thereon and present or represented by proxy at the Bonanza Creek special meeting. Accordingly, a Bonanza Creek stockholder’s abstention from voting will have the same effect as a vote “against” the share issuance proposal, while a broker non-vote or the failure of a Bonanza Creek stockholder to vote will have no effect on the outcome of the share issuance proposal.
As of the Bonanza Creek record date, there were 20,839,227 shares of Bonanza Creek common stock. As of the Bonanza Creek record date, Bonanza Creek directors and executive officers, and their affiliates, as
 
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a group, beneficially owned and were entitled to vote 485,499 shares of Bonanza Creek common stock, or approximately 2.3% of the combined voting power of the issued and outstanding shares of Bonanza Creek common stock.
HighPoint Special Meeting (see page 69)
The HighPoint special meeting will be held in virtual format only on March 12, 2021 at 9:00 a.m., Mountain Time. In order to attend, you must register in advance at https://dm.epiq11.com/HighPoint prior to the deadline of 5:00 p.m., Eastern Time (3:00 p.m., Mountain Time), on March 11, 2021 and follow the instructions provided upon registration. The HighPoint special meeting is being held to consider and vote on the following proposals:

Proposal 1 (HighPoint out-of-court proposal): to approve and adopt the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus, pursuant to which each Eligible Share will be converted automatically into the right to receive the merger consideration; and

Proposal 2 (HighPoint compensation proposal): to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to HighPoint’s named executive officers that is based on or otherwise relates to the merger, discussed under the heading “The Merger — Interests of Certain HighPoint Directors and Executive Officers in the Merger.”
In addition, HighPoint stockholders are being asked to vote to accept the HighPoint bankruptcy proposal to enable HighPoint to consummate the transactions through the filing of the HighPoint Chapter 11 cases and confirmation of the prepackaged plan if the HighPoint out-of-court proposal is not approved or the minimum participation condition of the exchange offer is not satisfied.
The record date for the determination of HighPoint stockholders entitled to notice of, and to vote at, the HighPoint special meeting is the close of business on February 1, 2021. The HighPoint stockholders of record on the HighPoint record date are the only HighPoint stockholders that are entitled to receive notice of, and to vote at, the HighPoint special meeting and any adjournments or postponements of the HighPoint special meeting. Each outstanding share of HighPoint common stock entitles its holder of record to one vote on each matter to be considered at the HighPoint special meeting.
In order for business to be conducted at the HighPoint special meeting, a quorum must be present. A quorum at the HighPoint special meeting requires the presence of the holders of a majority of the total issued and outstanding shares of HighPoint common stock entitled to vote at the HighPoint special meeting, represented virtually or by proxy. Abstentions will be counted for purposes of determining whether there is a quorum at the HighPoint special meeting. Shares represented by broker non-votes will not be considered present and entitled to vote at the HighPoint special meeting for the purpose of determining the presence of a quorum. If a quorum is not present or represented, the chairman of the meeting may adjourn the HighPoint special meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.
Approval of the HighPoint out-of-court proposal requires the affirmative vote of the holders of a majority of the outstanding shares of HighPoint common stock entitled to vote on the proposal. Accordingly, a HighPoint stockholder’s abstention from voting, a broker non-vote, the failure of a HighPoint stockholder to vote or the failure of a HighPoint stockholder to submit a proxy will have the same effect as a vote “against” the HighPoint out-of-court proposal.
Approval of the HighPoint compensation proposal on a non-binding advisory basis requires the affirmative vote of a majority of votes cast by HighPoint stockholders. Accordingly, a HighPoint stockholder’s abstention from voting will have the same effect as a vote “against” the HighPoint compensation proposal, while a broker non-vote or the failure of a HighPoint stockholder to vote will have no effect on the outcome of the HighPoint compensation proposal.
Approval of the HighPoint bankruptcy proposal by the HighPoint stockholders requires the affirmative vote to accept the prepackaged plan by two-thirds of the amount of shares of HighPoint common stock that
 
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are voted. Accordingly, a broker non-vote or the failure of a HighPoint stockholder to vote will have no effect on the outcome of the HighPoint bankruptcy proposal.
As of the HighPoint record date, there were 4,305,075 shares of HighPoint common stock outstanding. As of the record date, HighPoint directors and executive officers, and their affiliates, as a group, beneficially owned and were entitled to vote 24,588 shares of HighPoint common stock, or approximately 0.57% of the issued and outstanding shares of HighPoint common stock.
Stockholder Support Agreement with Fifth Creek (Annex F)
In connection with the execution of the merger agreement, Fifth Creek entered into the stockholder support agreement with respect to the stockholder support agreement shares. As of the HighPoint record date, Fifth Creek holds and is entitled to vote in the aggregate approximately 46.5% of the issued and outstanding shares of HighPoint common stock entitled to vote at the HighPoint special meeting.
Pursuant to the stockholder support agreement, Fifth Creek has agreed to, among other things, (i) vote all of the stockholder support agreement shares (a) in favor of the approval of the HighPoint out-of-court proposal and specified related actions and (b) against specified actions that would adversely affect, discourage or delay the merger, including specified actions that contemplate alternative transactions, (ii) support the transactions, including the merger and the prepackaged plan, (iii) not solicit competing proposals or offers for other deals, (iv) not initiate any proceeding of any kind with respect to the HighPoint Chapter 11 cases, and (v) subject to certain exceptions, not transfer any of its shares of HighPoint common stock. For more information on the stockholder support agreement, please see the section entitled “HighPoint Special Meeting — Stockholder Support Agreement with Fifth Creek.”
Transaction Support Agreement (Annex G)
Concurrently with the execution and delivery of the merger agreement, HighPoint entered into the transaction support agreement with certain of its affiliates, the HPR Consenting 7% Noteholders, which hold at least 77% of the aggregate outstanding principal amount of the 2022 Notes, the HPR Consenting 8.75% Noteholders, which hold at least 97% of the aggregate outstanding principal amount of the 2025 Notes, and the HPR Consenting Shareholders, which hold at least 46.5% of the HighPoint common stock. Pursuant to the transaction support agreement, the HPR Consenting Noteholders agreed to (i) tender all of their HighPoint Senior Notes in the exchange offer, (ii) vote their respective HighPoint Claims/Interests to accept the prepackaged plan, (iii) support the transactions, including the merger and the prepackaged plan, (iv) not solicit competing proposals or offers for other deals, (v) subject to certain exceptions, not initiate any proceeding of any kind with respect to the HighPoint Chapter 11 cases, and (vi) subject to certain exceptions, not transfer any of their HighPoint Senior Notes. Bonanza Creek and Merger Sub are third party beneficiaries of certain provisions in the transaction support agreement, including provisions relating to, among other things, (i) the obligation by the HPR Consenting Noteholders to tender all of their HighPoint Senior Notes in the exchange offer, (ii) the obligation by the HPR Consenting Noteholders to vote their respective HighPoint Claims/Interests to accept the prepackaged plan, and (iii) certain representations and warranties of the HPR Consenting Noteholders. For more information on the transaction support agreement, please see the section entitled “HighPoint Special Meeting — Transaction Support Agreement.”
Recommendation of the Bonanza Creek Board and Reasons for the Merger (see page 89)
The Bonanza Creek board unanimously recommends that the Bonanza Creek stockholders vote “FOR” the share issuance proposal.
For additional information on the recommendation of the Bonanza Creek board, please see “The Merger — Recommendation of the Bonanza Creek Board and Reasons for the Merger.”
Recommendation of the HighPoint Board and Reasons for the Merger (see page 93)
The HighPoint board unanimously recommends that HighPoint stockholders (i) vote “FOR” the HighPoint out-of-court proposal, (ii) vote “FOR” the HighPoint compensation proposal and (iii) vote to “ACCEPT” the HighPoint bankruptcy proposal.
 
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For additional information on the recommendation of the HighPoint board, please see “The Merger — Recommendation of the HighPoint Board and Reasons for the Merger.”
Opinion of Bonanza Creek’s Financial Advisor (see page 104 and Annex B)
Bonanza Creek retained Evercore to act as financial advisor to Bonanza Creek in connection with the merger and the HighPoint restructuring transactions. On November 8, 2020, at a meeting of the Bonanza Creek board and at the request of the Bonanza Creek board, Evercore rendered to the Bonanza Creek board an oral opinion, confirmed by delivery of a written opinion dated November 8, 2020, to the effect that, as of that date and based on and subject to the assumptions, procedures, factors, qualifications and limitations set forth therein, the approximately 32% equity pro forma equity ownership represented by the shares of Bonanza Creek common stock to be issued to HighPoint stakeholders pursuant to merger and the HighPoint restructuring transactions (the “HighPoint stakeholders’ pro forma equity percentage”) was fair, from a financial point of view, to Bonanza Creek.
The full text of the written opinion of Evercore, dated as of November 8, 2020, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached hereto as Annex B. You are urged to read Evercore’s opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Bonanza Creek board in connection with its evaluation of the fairness of the HighPoint stakeholders’ pro forma equity percentage, from a financial point of view, to Bonanza Creek, and did not address any other aspects or implications of the merger, the HighPoint restructuring transactions or any other transaction. Evercore’s opinion should not be construed as creating any fiduciary duty on Evercore’s part to any party and such opinion was not intended to be, and does not constitute, a recommendation to the Bonanza Creek board or to any other persons in respect of the merger, the HighPoint restructuring transactions or any other transaction, including as to how any holder of Bonanza Creek common stock should act or vote in respect of the merger or any other transaction. Evercore’s opinion did not address the relative merits of the merger, the HighPoint restructuring transaction or any other transaction as compared to other business or financial strategies or opportunities that might be available to Bonanza Creek, nor did it address the underlying business decision of Bonanza Creek to engage in the merger, the HighPoint restructuring transactions or any other transaction.
We encourage you to read Evercore’s opinion attached as Annex B and the section titled “The Merger — Opinion of Bonanza Creek’s Financial Advisor” of this joint proxy statement/prospectus carefully and in their entirety. Evercore has consented to the inclusion of a summary of its opinion in this joint proxy statement/prospectus and the attachment of the full text of its opinion as Annex B.
Opinion of HighPoint’s Financial Advisor (see page 112 and Annex C)
The HighPoint board engaged Tudor Pickering Holt & Co Advisors LP (“TPH”) to act as HighPoint’s financial advisor in connection with the merger. On November 8, 2020, at a meeting of the HighPoint board held to evaluate the merger, TPH rendered its oral opinion, subsequently confirmed in writing, that, as of November 8, 2020 and based on and subject to the assumptions, limitations and qualifications set forth in the opinion and based on other matters as TPH considered relevant, the Aggregate Merger Consideration (as defined under “The Merger — Opinion of HighPoint’s Financial Advisor”) to be paid to the holders of the Eligible Shares pursuant to the merger agreement was fair, from a financial point of view, to such holders.
The full text of TPH’s written opinion, which describes, among other things, the assumptions made, procedures followed, factors considered and qualifications and limitations on the review undertaken, is attached as Annex C to this joint proxy statement/prospectus and is incorporated herein by reference in its entirety. The summary of TPH’s opinion set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion. HighPoint stockholders are urged to read the TPH opinion carefully and in its entirety. TPH delivered its opinion for the information and assistance of the HighPoint board in connection with its consideration of the transactions (which, for purposes of TPH’s opinion and the summaries of such opinion included in this joint proxy statement/prospectus, refers to the merger and the exchange offer). TPH’s opinion does not address any other aspect of the merger agreement or the transactions and does not constitute a recommendation as to how any holder of interests in HighPoint should vote with respect to the transactions or
 
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any other matter. For further information, see the section of this joint proxy statement/prospectus entitled “The Merger — Opinion of HighPoint’s Financial Advisor” and Annex C.
Interests of Certain HighPoint Directors and Executive Officers in the Merger (see page 123)
In considering the recommendation of the HighPoint board that HighPoint stockholders vote to approve the HighPoint out-of-court proposal and the HighPoint compensation proposal, HighPoint stockholders should be aware that, aside from their interests as HighPoint stockholders, HighPoint’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of HighPoint stockholders generally. These interests are described in more detail in the section entitled “The Merger — Interests of Certain HighPoint Directors and Executive Officers in the Merger.” The HighPoint board was aware of and considered these potential interests, among other matters, in evaluating and negotiating the merger agreement and the transactions contemplated therein, in approving the merger and in recommending the approval of the HighPoint out-of-court proposal and the HighPoint compensation proposal. See “The Merger — Background of the Merger” and “The Merger — Recommendation of the HighPoint Board and Reasons for the Merger.” HighPoint stockholders should take these interests into account in deciding whether to vote “FOR” the HighPoint out-of-court proposal and the HighPoint compensation proposal. These interests are described in more detail below, and certain of them are quantified in the narrative and the tables below.
Board of Directors and Management of Bonanza Creek Following Completion of the Merger (see page 126)
Upon completion of the merger, Eric Greager will remain in his role of President and Chief Executive Officer of Bonanza Creek. The other members of Bonanza Creek’s management team will be announced at or prior to the completion of the merger.
Additionally, the merger agreement provides that, as of the effective time, the Bonanza Creek board will have seven members consisting of (i) two independent directors appointed by the HPR Consenting Noteholders who are acceptable to Bonanza Creek and (ii) five directors appointed by Bonanza Creek, consisting of Brian Steck as Chairman of the Bonanza Creek board and four other directors of the Bonanza Creek Board as of immediately prior to the effective time.
Appraisal Rights or Dissenters’ Rights (see page 133)
No appraisal rights or dissenters’ rights will be available with respect to the merger or the share issuance for Bonanza Creek stockholders or HighPoint stockholders.
Material U.S. Federal Income Tax Consequences of the Merger (see page 128)
Assuming that the merger is completed as currently contemplated, Bonanza Creek and HighPoint intend for the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The obligation of HighPoint to complete the merger is conditioned upon the receipt of an opinion from K&E, counsel to HighPoint (or other legal counsel selected by HighPoint and reasonably satisfactory to Bonanza Creek), in form and substance reasonably satisfactory to HighPoint, to the effect that the merger should qualify as a reorganization within the meaning of Section 368(a) of the Code based upon the facts, representations, and assumptions set forth or referred to in such opinion. Provided that the merger qualifies as a reorganization within the meaning of Section 368(a) of the Code, a U.S. holder (as defined in “The Merger — Material U.S. Federal Income Tax Consequences of the Merger”) of HighPoint common stock will not recognize gain or loss for U.S. federal income tax purposes upon the conversion of HighPoint common stock into Bonanza Creek common stock pursuant to the merger, except with respect to any cash received in lieu of fractional shares of Bonanza Creek common stock.
Please see “The Merger — Material U.S. Federal Income Tax Consequences of the Merger” for a more detailed discussion of the material U.S. federal income tax consequences of the merger to U.S. holders of HighPoint common stock. Tax matters are complicated and the tax consequences to a particular holder of HighPoint common stock will depend on the facts of such holder’s situation. Each holder of HighPoint common stock is strongly urged to consult with their tax advisor to determine the U.S. federal, state or local or non-U.S. income or other tax consequences of the merger applicable to such holder’s particular circumstances.
 
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Accounting Treatment of the Merger (see page 130)
Bonanza Creek and HighPoint prepare their respective financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). The accounting guidance for business combinations requires the use of the acquisition method of accounting for the merger, which requires the determination of the acquirer, the purchase price, the acquisition date, the fair value of assets and liabilities of the acquiree and the measurement of goodwill, if any. Bonanza Creek will be treated as the acquirer for accounting purposes.
Regulatory Approvals (see page 131)
Antitrust Clearance
The completion of the merger may be subject to antitrust review in the United States; however, because the relevant merger consideration is below the threshold at or above which a pre-merger notification filing may be required pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), no filing or waiting period requirements under the HSR Act apply and neither Bonanza Creek nor HighPoint must furnish any information to the Federal Trade Commission (the “FTC”) or the United States Department of Justice (the “DOJ”) in connection with such a filing.
At any time before or after consummation of the merger, the FTC or the DOJ, or any state, could take such action under antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the merger or seeking the divestiture of substantial assets of Bonanza Creek or HighPoint or their respective subsidiaries. Private parties may also seek to take legal action under antitrust laws under certain circumstances.
Securities and Exchange Commission
In connection with the share issuance proposal, Bonanza Creek has filed a registration statement with the SEC under the Securities Act, of which this joint proxy statement/prospectus forms a part, that must be declared effective by the SEC and pursuant to which the issuance of shares of Bonanza Creek common stock issuable as merger consideration upon the effective time will be registered with the SEC.
New York Stock Exchange
In addition, the completion of the merger is subject to approval for listing of the shares of Bonanza Creek common stock issuable pursuant to the merger on the NYSE, subject to official notice of issuance.
Treatment of HighPoint Equity Awards in the Merger (see page 132)
The Merger Agreement provides for the following treatment of HighPoint equity awards granted under the HighPoint Equity Plan:
(i)
Each outstanding HighPoint Stock Award will terminate and be cancelled as of immediately prior to the effective time and be converted into the right to receive the merger consideration, net of any taxes withheld (which taxes shall be withheld by the surviving company and deemed conveyed to the holder as shares of Bonanza Creek common stock that would otherwise be received by the holder), with respect to the number of shares of HighPoint common stock subject to such HighPoint Stock Award immediately prior to the effective time.
(ii)
Each outstanding HighPoint RSU Award, whether vested or unvested, will terminate and be cancelled as of immediately prior to the effective time and be converted into the right to receive the merger consideration, net of any taxes withheld (which taxes shall be withheld by the surviving company and deemed conveyed to the holder as shares of Bonanza Creek common stock that would otherwise be received by the holder), with respect to the number of shares of HighPoint common stock subject to such HighPoint RSU Award immediately prior to the effective time.
For additional information regarding the treatment of HighPoint equity awards, please see “The Merger — Treatment of HighPoint Equity Awards in the Merger.”
 
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Listing of Bonanza Creek Common Stock; Delisting and Deregistration of HighPoint Common Stock (see page 133)
It is a condition to the consummation of the merger that the shares of Bonanza Creek common stock issuable pursuant to the merger be approved for listing on the NYSE, subject to official notice of issuance.
Shares of HighPoint common stock currently trade on the NYSE under the stock symbol “HPR.” When the merger is completed, the HighPoint common stock will cease to be traded on the NYSE and will be deregistered under the Exchange Act.
No Solicitation; Changes in Recommendation (see page 155)
Subject to certain exceptions, the merger agreement limits Bonanza Creek’s and HighPoint’s ability to solicit, knowingly encourage (including by way of providing information or taking any other action) or discuss or negotiate with any person with respect to a Bonanza Creek competing proposal or a HighPoint competing proposal (as defined herein). For a more detailed discussion on Bonanza Creek and HighPoint and the ability of their boards of directors to consider other proposals, please see “The Merger Agreement — No Solicitation; Changes in Recommendation.”
Conditions to Completion of the Merger (see page 171)
The obligations of Bonanza Creek and HighPoint to consummate the merger are subject to the satisfaction (or waiver by all parties, to the extent permissible under applicable laws) of the following mutual conditions:

(i) either (a) approval of the HighPoint out-of-court proposal by the HighPoint stockholders shall have been obtained or (b) the confirmation order confirming the prepackaged plan will have been entered and (ii) approval of the Bonanza Creek share issuance proposal by the Bonanza Creek stockholders shall have been obtained;

any waiting period applicable to the transactions under the HSR Act shall have been terminated or shall have expired, and any consents or approvals required pursuant to any other applicable antitrust laws shall have been obtained;

no governmental entity having jurisdiction over any party shall have issued any order, decree, ruling, injunction or other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the consummation of the transactions, including the merger, and no law shall have been adopted that makes consummation of the transactions, including the merger, illegal or otherwise prohibited;

the registration statements on Form S-4, of which this joint proxy statement/prospectus and the exchange prospectus respectively form parts, filed by Bonanza Creek in connection with the issuance of shares of Bonanza Creek common stock in the merger and the issuance of shares of Bonanza Creek common stock and the Bonanza Creek Senior Notes (and related guarantees) in the HighPoint restructuring transactions, shall have been declared effective by the SEC under the Securities Act and shall not be the subject of any stop order or proceeding seeking a stop order;

either (i)(a) the minimum participation condition shall have been satisfied and (b) the supplemental indenture effective date shall have occurred or (ii) the confirmation order shall have been entered confirming the prepackaged plan and all conditions to the effective time occurring under the prepackaged plan shall have been satisfied or waived; and

the shares of Bonanza Creek common stock to be issued pursuant to the merger shall have been authorized for listing on the NYSE, upon official notice of issuance.
The obligation of HighPoint to effect the merger is also subject to the satisfaction, or waiver by HighPoint, of the following additional conditions:

the accuracy of the representations and warranties of Bonanza Creek set forth in the merger agreement, subject to the materiality standards set forth in the merger agreement, as of November 9, 2020 and as of the closing date (except to the extent such representations and warranties speak as
 
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of a specified date or period of time, in which case such representations and warranties will be true and correct as of such date or period of time), and HighPoint’s receipt of an officer’s certificate from Bonanza Creek to that effect;

performance of, or compliance with, in all material respects all agreements and covenants required to be performed or complied with pursuant to the merger agreement by Bonanza Creek and Merger Sub prior to the effective time, and HighPoint’s receipt of an officer’s certificate from Bonanza Creek to that effect; and

receipt of an opinion from K&E (or other legal counsel selected by HighPoint and reasonably satisfactory to Bonanza Creek), counsel to HighPoint, to the effect that the merger should qualify as a reorganization within the meaning of Section 368(a) of the Code.
The obligation of Bonanza Creek to effect the merger is also subject to the satisfaction, or waiver by Bonanza Creek, of the following additional conditions:

the accuracy of the representations and warranties of HighPoint set forth in the merger agreement, subject to the materiality standards set forth in the merger agreement, as of November 9, 2020 and as of the closing date (except to the extent such representations and warranties speak as of a specified date or period of time, in which case such representations and warranties will be true and correct as of such date or period of time), and Bonanza Creek’s receipt of an officer’s certificate from HighPoint to that effect;

performance of, or compliance with, in all material respects all agreements and covenants required to be performed or complied with pursuant to the merger agreement by HighPoint prior to the effective time, and Bonanza Creek’s receipt of an officer’s certificate from HighPoint to that effect; and

Bonanza Creek and its subsidiaries, including HighPoint after giving effect to the transactions, collectively, will have obtained senior secured debt financing on terms reasonably acceptable to Bonanza Creek with aggregate available commitments of not less than $250 million in principal amount.
As further discussed under the section entitled “Risk Factors,” neither Bonanza Creek nor HighPoint can be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.
Termination of the Merger Agreement (see page 172)
Bonanza Creek and HighPoint may mutually agree in writing to terminate the merger agreement before consummating the merger, even after approval of the share issuance proposal by the Bonanza Creek stockholders and the merger by the HighPoint stockholders has been obtained.
In addition, either Bonanza Creek or HighPoint may terminate the merger agreement if:

any governmental entity having jurisdiction over any party shall have issued any order, decree, ruling or injunction or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the merger and such order, decree, ruling or injunction or other action shall have become final and nonappealable, or if there shall be adopted any law that permanently makes consummation of the merger illegal or otherwise permanently prohibited; provided, however, that the right to terminate the merger agreement under this bullet shall not be available to any party whose failure to fulfill any material covenant or agreement pursuant to the merger agreement has been the primary cause of or resulted in the action or event described in this bullet occurring;

the consummation of the merger has not occurred on or before the outside date; provided that the right to terminate the merger agreement under this bullet shall not be available to any party whose failure to fulfill any material covenant or agreement pursuant to the merger agreement has been the primary cause of or resulted in the failure of the merger to occur on or before such date;

the other party has breached any representation, warranty, covenant or other agreement contained in the merger agreement, which would give rise to the failure of certain conditions to the merger and
 
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such breach is not curable prior to the outside date or, if curable prior to the outside date, has not been cured by the earlier of (i) 30 days after the giving of written notice to the breaching party of such breach and (ii) two business days prior to the outside date (a “terminable breach”); provided, however, that the terminating party is not then in terminable breach of any representation, warranty, covenant or other agreement contained in the merger agreement;

(i)(a) the approval of the HighPoint out-of-court proposal by the HighPoint stockholders shall not have been obtained upon a vote at a duly held HighPoint special meeting, or at any adjournment or postponement thereof or the minimum participation condition is not satisfied and (b) the confirmation order confirming the prepackaged plan or satisfaction of the minimum participation condition has not been entered on or prior to the outside date; or (ii) the approval of the Bonanza Creek share issuance proposal by the Bonanza Creek stockholders shall not have been obtained upon a vote at a duly held Bonanza Creek special meeting, or at any adjournment or postponement thereof; or

(i)(a) the minimum participation condition is not satisfied or (b) the approval of the HighPoint out-of-court proposal by the HighPoint stockholders is not obtained, and (ii) the requisite conditions to the prepackaged plan, in each case, are not satisfied prior to April 8, 2021.
In addition, the merger agreement may be terminated under the following circumstances:

by Bonanza Creek, prior to, but not after, the time the HighPoint stockholders approve the HighPoint out-of-court proposal, if the HighPoint board or a committee thereof has effected a HighPoint recommendation change (whether or not such HighPoint recommendation change is permitted by the merger agreement);

by HighPoint, prior to, but not after, the time the Bonanza Creek stockholders approve the share issuance proposal, if the Bonanza Creek board or a committee thereof has effected a Bonanza Creek recommendation change (whether or not such Bonanza Creek recommendation change is permitted by the merger agreement);

by Bonanza Creek, in order to enter into a definitive agreement with respect to a Bonanza Creek superior proposal; provided that (i) Bonanza Creek shall not have willfully and materially breached its obligations under its non-solicitation covenants, (ii) such definitive agreement shall be entered into substantially concurrently with the termination of the merger agreement, and (iii) Bonanza Creek shall pay a termination fee of $15 million to HighPoint concurrently with such termination;

by HighPoint, in order to enter into a definitive agreement with respect to a HighPoint superior proposal; provided that (i) HighPoint shall not have willfully and materially breached its obligations under its non-solicitation covenants, (ii) such definitive agreement shall be entered into substantially concurrently with the termination of the merger agreement, and (iii) HighPoint shall pay a termination fee of $15 million (minus the $6 million transaction expense fee previously paid) to Bonanza Creek concurrently with such termination; or

by HighPoint (other than with respect to clauses (iii) or (iv) below) or Bonanza Creek if (i) the transaction support agreement is terminated prior to the effective time and the transactions are otherwise unable (or become unable) to be consummated pursuant to the terms of the merger agreement (provided that HighPoint or Bonanza Creek, as applicable, will be deemed for purposes of the section below entitled “— Expenses and Termination Fees Relating to the Termination of the Merger Agreement — Termination Fees Payable by Bonanza Creek”) to have terminated pursuant to this clause (i) if, following termination of the transaction support agreement, HighPoint or Bonanza Creek terminates the merger agreement pursuant to another termination right in the above-referenced section, so long as (w) HighPoint is not then entitled to terminate the merger agreement due to the representations of Bonanza Creek not being true and correct or Bonanza Creek’s non-compliance with its covenants under the merger agreement, (x) HighPoint is not, at the time of the termination of the transaction support agreement, then entitled to terminate the merger agreement due to the approval of the Bonanza Creek stockholders not having been obtained, (y) Bonanza Creek has not, at any time prior to the termination of the transaction support agreement, effected a Bonanza Creek recommendation change, and (z) Bonanza Creek does not terminate the merger agreement in order to pursue a Bonanza Creek superior proposal; (ii) the confirmation order is not entered within the time permitted under the merger agreement; (iii) the prepackaged plan is amended,
 
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modified or added to in violation of the merger agreement; (iv) the prepackaged plan is withdrawn without the prior written consent of Bonanza Creek; (v) the Bankruptcy Court enters an order denying confirmation of the prepackaged plan; (vi) the Bankruptcy Court enters an order terminating HighPoint’s exclusive right to file and/or solicit acceptances of a plan of reorganization; or (vii) the Bankruptcy Court enters an order (a) converting the HighPoint Chapter 11 cases to a case under Chapter 7 of the Bankruptcy Code or (b) appointing an examiner with expanded powers beyond those set forth in the Bankruptcy Code or a trustee in the HighPoint Chapter 11 cases (each of the foregoing items (i) through (vii), a “termination of support”).
Expenses and Termination Fees Relating to the Termination of the Merger Agreement (see page 173)
Termination Fees Payable by Bonanza Creek
The merger agreement requires Bonanza Creek to pay HighPoint a termination fee of $15 million if:

HighPoint terminates the merger agreement following a Bonanza Creek recommendation change, as described above in the section entitled “— Termination of the Merger Agreement”;

Bonanza Creek terminates the merger agreement in order to enter into a definitive agreement with respect to a Bonanza Creek superior proposal, so long as (i) Bonanza Creek has not willfully and materially breached its obligations under its non-solicitation covenants and (ii) such definitive agreement is entered into substantially concurrently with the termination of the merger agreement; or

(i)(a) either party terminates the merger agreement because the Bonanza Creek stockholder approval is not obtained and on or before the date of any such termination a Bonanza Creek competing proposal shall have been publicly announced or publicly disclosed and not publicly withdrawn without qualification at least seven business days prior to the Bonanza Creek special meeting or (b) Bonanza Creek terminates the merger agreement following the outside date at a time when HighPoint would be permitted to terminate the merger agreement due to a terminable breach by Bonanza Creek or HighPoint terminates the merger agreement due to a terminable breach by Bonanza Creek and on or before the date of any such termination a Bonanza Creek competing proposal shall have been announced, disclosed or otherwise communicated to the Bonanza Creek board and not withdrawn without qualification at least seven business days prior to the date of such termination and (ii) within 12 months after the date of such termination, Bonanza Creek enters into a definitive agreement with respect to a Bonanza Creek competing proposal (or publicly approves or recommends to the Bonanza Creek stockholders or otherwise does not oppose, in the case of a tender or exchange offer, a Bonanza Creek competing proposal) or consummates a Bonanza Creek competing proposal.
In no event shall Bonanza Creek be required to pay the termination fee on more than one occasion.
Termination Fees Payable by HighPoint
The merger agreement requires HighPoint to pay Bonanza Creek a termination fee of $15 million, less the amount of the $6 million transaction expense fee previously paid, if:

the HighPoint Chapter 11 cases are commenced and the merger agreement is rejected by HighPoint pursuant to section 365 of the Bankruptcy Code;

Bonanza Creek terminates the merger agreement following a HighPoint recommendation change as described above in the section entitled “— Termination of the Merger Agreement”;

Bonanza Creek terminates the merger agreement on account of the prepackaged plan being amended, modified or added to in violation of the merger agreement;

Bonanza Creek terminates the merger agreement on account of the prepackaged plan being withdrawn without the prior written consent of Bonanza Creek;

Bonanza Creek or HighPoint terminates the merger agreement on account of the transaction support agreement being terminated and the transactions otherwise are unable (or become unable)
 
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to be consummated pursuant to the terms of the merger agreement, subject to the proviso described above in the section entitled “— Termination of the Merger Agreement”;

HighPoint terminates the merger agreement in order to enter into a definitive agreement with respect to HighPoint superior proposal, so long as (i) HighPoint has not willfully and materially breached its obligations under its non-solicitation covenants and (ii) such definitive agreement is entered into substantially concurrently with the termination of the merger agreement; or

(i)(a) either party terminates the merger agreement because (1) the required HighPoint stockholder approval is not obtained or the minimum participation condition is not satisfied and (2) the confirmation order confirming the prepackaged plan or satisfaction of the minimum participation condition has not been entered on or prior to the outside date, and on or before the date of any such termination a HighPoint competing proposal shall have been publicly announced or publicly disclosed and not publicly withdrawn without qualification at least seven business days prior to the HighPoint special meeting or (b) HighPoint terminates the merger agreement following the outside date at a time when Bonanza Creek would be permitted to terminate the merger agreement due to a terminable breach by HighPoint or Bonanza Creek terminates the merger agreement due to a terminable breach by HighPoint on or before the date of any such termination a HighPoint competing proposal shall have been announced, disclosed or otherwise communicated to the HighPoint board and not withdrawn without qualification at least seven business days prior to the date of such termination and (ii) within 12 months after the date of such termination, HighPoint enters into a definitive agreement with respect to a HighPoint competing proposal (or publicly approves or recommends to the HighPoint stockholders or otherwise does not oppose, in the case of a tender or exchange offer, a HighPoint competing proposal) or consummates a HighPoint competing proposal.
In no event shall HighPoint be required to pay the termination fee on more than one occasion. If HighPoint receives payment of HighPoint expenses, then the amount of the termination fee payable to HighPoint will be reduced by such HighPoint expenses. If Bonanza Creek receives payment of Bonanza Creek expenses (as described below), then the amount of the termination fee payable to Bonanza Creek by HighPoint will be reduced by such HighPoint expenses.
Expenses
In addition, unless otherwise entitled to a termination fee, (i) Bonanza Creek may be obligated to pay HighPoint $7,500,000 for costs and expenses incurred in connection with the negotiation, execution and performance of the merger agreement and the transactions, including the merger, following a termination by either party as a result of the failure to obtain the Bonanza Creek stockholder approval following a Bonanza Creek recommendation change and (ii) HighPoint may be obligated to pay Bonanza Creek $7,500,000 for costs and expenses incurred in connection with the negotiation, execution and performance of the merger agreement and the transactions, including the merger, following a termination by Bonanza Creek as a result of (1) the failure to obtain the required HighPoint stockholder approval or satisfy the minimum participation condition and (2) the confirmation order which would otherwise enable the transactions to occur without the approval of the HighPoint out-of-court proposal by the HighPoint stockholders or satisfaction of the minimum participation condition not being entered on or prior to the outside date.
In no event will Bonanza Creek be entitled to receive more than one payment of the HighPoint termination fee or more than one payment of Bonanza Creek expenses. If Bonanza Creek receives the HighPoint termination fee, then Bonanza Creek will not be entitled to also receive a payment of the Bonanza Creek expenses. If Bonanza Creek receives payment of Bonanza Creek expenses, and following receipt thereof Bonanza Creek becomes entitled to payment of the HighPoint termination fee, then the amount of the HighPoint termination fee payable to Bonanza Creek will be reduced by the amount of Bonanza Creek expenses actually received by Bonanza Creek in excess of the transaction expense fee.
Likewise, in no event will HighPoint be entitled to receive more than one payment of the Bonanza Creek termination fee or more than one payment of HighPoint expenses. If HighPoint receives the Bonanza Creek termination fee, then HighPoint will not be entitled to also receive a payment of HighPoint expenses. If HighPoint receives payment of HighPoint expenses, and following receipt thereof HighPoint becomes
 
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entitled to payment of the Bonanza Creek termination fee, then the amount of the Bonanza Creek termination fee payable to HighPoint will be reduced by HighPoint expenses.
Transaction Expense Fee (see page 175)
At the time of the signing of the merger agreement, HighPoint paid Bonanza Creek a transaction expense fee of $6 million in cash in consideration for the substantial cost and expense to be incurred by Bonanza Creek in pursuing consummation of the transactions.
Specific Performance (see page 176)
In addition to any other remedy that may be available to each party, including monetary damages, prior to the termination of the merger agreement, each of the parties will be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches or threatened breaches of the merger agreement and to enforce specifically the terms and provisions of the merger agreement.
Completion of the Merger (see page 143)
Unless the parties agree otherwise, the closing of the merger will take place on a date that is three business days after the satisfaction or, to the extent permitted by applicable law, waiver in accordance with the terms of the merger agreement of the last of the conditions to closing (other than any such conditions which by their nature cannot be satisfied until the date of closing, but subject to the satisfaction or waiver of such conditions at the closing of the merger).
As soon as practicable following the closing, a certificate of merger with respect to the merger, prepared and executed in accordance with the relevant provisions of the DGCL, will be filed with the Office of the Secretary of State of the State of Delaware. The merger will become effective at such time as the parties agree and shall specify in the certificate of merger.
Bonanza Creek and HighPoint have targeted to complete the merger in the first quarter of fiscal year 2021 in the event the HighPoint Chapter 11 cases are not filed, subject to the receipt of the required Bonanza Creek stockholder approval and HighPoint stockholder approval, regulatory approvals, satisfaction of the minimum participation condition in the exchange offer and the satisfaction or waiver of the other conditions to the merger, in each case, as set forth in the merger agreement (described under “The Merger Agreement — Conditions to Completion of the Merger”), or in the second quarter of 2021 under the prepackaged plan in the event the HighPoint Chapter 11 cases are filed, subject to receipt of the required Bonanza Creek stockholder approval, regulatory approvals, requisite conditions to the prepackaged plan and entry of the confirmation order, and the satisfaction or waiver of the other conditions to the merger, in each case, as set forth in the merger agreement (described under “The Merger Agreement — Conditions to Completion of the Merger”).
Description of the Rights (see page 193)
On November 9, 2020, in connection with the adoption of the tax plan, the Bonanza Creek board declared a dividend of one Bonanza Creek right for each of the issued and outstanding shares of Bonanza Creek common stock. Each Bonanza Creek right entitles the registered holder, subject to the terms of the tax plan, to purchase from Bonanza Creek one one-thousandth of a share of Bonanza Creek’s Series A Preferred Stock, par value $0.01 per share, at a price of $100.00, subject to certain adjustments. The description and terms of the Bonanza Creek rights and Series A Preferred Stock are set forth in the tax plan by and between Bonanza Creek and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent, and in the Certificate of Designations of Bonanza Creek’s Series A Junior Participating Preferred Stock, filed as Exhibits 3.1 and 4.1, respectively, to Bonanza Creek’s Current Report on Form 8-K filed on November 9, 2020, incorporated by reference herein. Please see “Description of Capital Stock — Description of the Rights” for additional information regarding the Bonanza Creek rights.
Comparison of Stockholder Rights (see page 200)
HighPoint stockholders receiving Bonanza Creek common stock in connection with the merger will have different rights once they become Bonanza Creek stockholders due to differences between the governing
 
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documents of Bonanza Creek and HighPoint. These differences are described in more detail in “Comparison of Stockholder Rights.”
Risk Factors (see page 42)
Before voting at the HighPoint special meeting or the Bonanza Creek special meeting, you should carefully consider all of the information contained in, attached to or incorporated by reference into this joint proxy statement/prospectus, including the specific risk factors under the heading “Risk Factors.”
 
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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF BONANZA CREEK
The following table presents selected historical consolidated financial data for the periods indicated. The selected historical consolidated financial data as of December 31, 2019 and 2018 and for the years ended December 31, 2019, and 2018, the period from April 29, 2017 through December 31, 2017(Successor) and the period from January 1, 2017 through April 28, 2017 (Predecessor), is derived from Bonanza Creek’s audited consolidated financial statements and related notes thereto included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which is incorporated by reference into this joint proxy statement/prospectus. The selected historical consolidated financial data for the nine months ended September 30, 2020, and 2019, and as of September 30, 2020, is derived from Bonanza Creek’s unaudited interim consolidated financial statements and related notes thereto contained in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, which is incorporated by reference into this joint proxy statement/prospectus.
The selected historical consolidated financial data as of December 31, 2017 (Successor), 2016 (Predecessor) and 2015 (Predecessor), and for the years ended December 31, 2016 (Predecessor) and 2015 (Predecessor), is derived from Bonanza Creek’s audited consolidated financial statements and related notes thereto for such years, which have not been included or incorporated by reference into this joint proxy statement/prospectus. The selected historical consolidated financial data as of September 30, 2019, is derived from Bonanza Creek’s unaudited interim consolidated financial statements and related notes thereto contained in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, which has not been included or incorporated by reference into this joint proxy statement/prospectus.
In presenting the selected historical consolidated financial data in conformity with GAAP, Bonanza Creek is required to make estimates and assumptions that affect the amounts reported. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, which are incorporated by reference into this joint proxy statement/prospectus, for a detailed discussion of the accounting policies that Bonanza Creek believes require subjective and complex judgments that could potentially affect reported results. The unaudited financial statements as of and for the periods described above have been prepared on the same basis as the audited consolidated financial statements incorporated by reference in this joint proxy statement/prospectus and include all normal and recurring adjustments necessary for a fair statement of the information for the periods presented.
The selected historical consolidated financial data is only a summary and is not necessarily indicative of the future performance of Bonanza Creek, nor does it include the effects of the merger discussed in this joint proxy statement/prospectus. Factors that impact the comparability of the selected historical consolidated financial data is also noted in the following table. This summary should be read together with other information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the consolidated financial statements and related notes of Bonanza Creek included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, which are incorporated by reference into this joint proxy statement/prospectus. For additional information, see the section entitled “Where You Can Find More Information” beginning on page 213.
 
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Successor
Predecessor
As of and for the
Nine Months Ended
September 30,
As of and for the
Year Ended December 31,
2020
2019
2019
2018
2017(1)
2017(2)
2016
2015
(In thousands, except per share data)
Statement of Operations Data:
Total operating net revenues
$ 155,455 $ 233,553 $ 313,220 $ 276,657 $ 123,535 $ 68,589 $ 195,295 $ 292,679
Net income (loss)
42,900 69,922 67,067 168,186 (5,020) 2,660 (198,950) (745,547)
Basic net income (loss) per common share
$ 2.07 $ 3.39 $ 3.25 $ 8.20 $ (0.25) $ 0.05 $ (4.04) $ (15.57)
Basic weighted-average common shares outstanding
20,753 20,603 20,612 20,507 20,427 49,559 49,268 47,874
Diluted net income (loss) per common share
$ 2.06 $ 3.38 $ 3.24 $ 8.16 $ (0.25) $ 0.05 $ (4.04) $ (15.57)
Diluted weighted-average common shares outstanding
20,826 20,671 20,681 20,603 20,427 50,971 49,268 47,874
Selected Cash Flow Data:
Net cash provided by (used in) operating activities
$ 111,444 $ 163,008 $ 224,647 $ 116,598 $ 27,574 $ (19,884) $ 14,563 $ 226,023
Net cash used in investing activities
(57,509) (196,226) (255,158) (164,376) (82,641) (6,022) (67,460) (452,573)
Net cash provided by (used in) financing activities
(61,158) 28,674 28,604 47,998 (2,398) 15,406 112,062 245,307
Sales Volumes:
Oil (MBbls)
3,787.6 3,859.8 5,135.9 3,840.8 2,012.7 1,068.5 4,309.9 6,072.3
Natural gas (MMcf)
10,490.6 8,524.7 11,966.8 8,591.2 5,938.0 3,336.1 12,231.3 14,551.1
Natural gas liquids (MBbls)
1,399.9 1,042.2 1,431.1 1,141.2 762.4 449.0 1,587.0 1,821.9
Balance Sheet Data:
Cash and cash equivalents
$ 3,777 $ 8,371 $ 11,008 $ 12,916 $ 12,711 $ 80,565 $ 21,341
Total assets
1,148,775 1,199,743 1,206,318 1,061,534 830,371 1,134,478 1,259,641
Debt
Credit Facility
20,000 80,000 80,000 50,000
Prior Credit Facility
191,667 79,000
Senior Notes, net of unamortized premium and deferred financing costs
793,698 792,666
Total stockholders’ equity
$ 982,952 $ 937,924 $ 936,690 $ 863,913 $ 688,334 $ 19,061 $ 209,407
(1)
April 29, 2017 through December 31, 2017.
(2)
January 1, 2017 through April 28, 2017.
 
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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF HIGHPOINT
The following table sets forth selected historical consolidated financial data that has been derived from HighPoint’s audited consolidated financial statements as of and for each of the five years in the period ended December 31, 2019, as well as from HighPoint’s unaudited consolidated financial statements as of and for the nine months ended September 30, 2020 and 2019, and the related notes thereto. This disclosure does not include the effects of the merger. The information set forth below is only a summary and is not necessarily indicative of the results of future operations of HighPoint or the combined company, and the following information should be read in conjunction with, and is qualified in its entirety by, HighPoint’s consolidated financial statements, the related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in HighPoint’s Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, each of which is attached to this joint proxy statement/prospectus as Annexes I and K, respectively. The selected statement of operations data for the years ended December 31, 2016 and 2015 and selected balance sheet data as of December 31, 2017, 2016 and 2015 have been derived from HighPoint’s audited consolidated financial statements for such years, which have not been included in this joint proxy statement/prospectus. The selected balance sheet data as of September 30, 2019 has been derived from HighPoint’s unaudited consolidated financial statements as of September 30, 2019, which have not been included in this joint proxy statement/prospectus. For additional information, see the section entitled “Where You Can Find More Information” beginning on page 213. HighPoint’s historical and future filings with the SEC can also be found at www.sec.gov.
Nine Months Ended September 30,
Year Ended December 31,
2020
2019
2019
2018
2017
2016
2015
(unaudited, in thousands,
except per share data)
(in thousands, except per share data)
Selected Statement of Operations Data:
Total operating revenues
$ 190,213 $ 330,846 $ 452,659 $ 453,017 $ 252,839 $ 178,819 $ 207,892
Net Income (Loss)
(1,099,072) (87,025) (134,830) 121,220 (138,225) (170,378) (487,771)
Income per common share:
Basic
$ (259.52) $ (20.69) $ (32.04) $ 32.19 $ (89.92) $ (153.77) $ (504.94)
Diluted
$ (259.52) $ (20.69) $ (32.04) $ 32.03 $ (89.92) $ (153.77) $ (504.94)
Weighted average common shares
outstanding, basic
4,235 4,206 4,208 3,766 1,537 1,108 966
Weighted average common shares
outstanding, diluted
4,235 4,206 4,208 3,785 1,537 1,108 966
Selected Cash Flow and Other Financial Data:
Net cash provided by operating activities
$ 126,728 $ 195,394 $ 278,635 $ 231,441 $ 121,990 $ 121,736 $ 193,678
Capital expenditures(1)
97,039 326,651 361,005 508,908 260,659 98,292 287,411
Selected Balance Sheet Data:
Cash and cash equivalents
$ 26,894 $ 19,568 $ 16,449 $ 32,774 $ 314,466 $ 275,841 $ 128,836
Total Assets
902,213 2,263,627 2,156,052 2,252,460 1,390,706 1,385,341 1,506,520
Long-term debt, net of debt issuance costs(2)
760,054 793,530 758,911 617,387 617,744 711,808 794,652
Stockholders’ equity (deficit)
(12,615) 1,129,563 1,083,318 1,212,098 598,554 571,543 549,416
Total liabilities and stockholders’
equity
$ 902,213 $ 2,263,627 $ 2,156,052 $ 2,252,460 $ 1,390,706 $ 1,385,341 $ 1,506,520
(1)
Includes exploration and abandonment expense, which are expensed under successful efforts accounting, of $1.8 million and $2.6 million for the nine months ended September 30, 2020 and 2019, respectively, and $5.9 million, $0.8 million, $0.5 million, $4.1 million and $3.0 million for the years ended December 31, 2019, 2018, 2017, 2016 and 2015, respectively. Also includes furniture, fixtures and equipment costs of $0.5 million and $4.2 million for the nine months ended September 30, 2020 and 2019, respectively, and $4.6 million, $0.7 million, $1.0 million, $1.1 million and $1.3 million for the years ended December 31, 2019, 2018, 2017, 2016 and 2015, respectively.
 
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(2)
HighPoint adopted ASU 2015-03 and ASU 2015-15 effective January 1, 2016, which required that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct reduction from the carrying amount of that debt liability and as a result, $8.7 million of debt issuance costs related to our long-term debt were reclassified from deferred financing costs and other noncurrent assets to long-term debt in our consolidated balance sheet as of December 31, 2015.
 
34

 
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA
The following summary unaudited pro forma condensed combined statements of operations data for the nine months ended September 30, 2020, and for the year ended December 31, 2019, are presented as if the merger had occurred on January 1, 2019. The summary unaudited pro forma condensed combined balance sheet data is presented as if the merger had occurred on September 30, 2020. The following summary unaudited pro forma condensed combined financial data has been prepared for illustrative purposes only, reflects transaction-related pro forma adjustments, based on available information and certain assumptions that Bonanza Creek believes are reasonable, and is not necessarily indicative of what the combined company’s financial condition or results of operations would have been had the merger occurred as of the dates indicated. In addition, the unaudited pro forma combined financial data does not purport to project the future financial condition or results of operations of the combined company.
Future results may vary significantly from the results reflected because of various factors, including those discussed in the section entitled “Risk Factors” beginning on page 41. The following summary unaudited pro forma condensed combined financial data should be read in conjunction with the section titled “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 174 and the related notes thereto included in this joint proxy statement/prospectus. For additional information, see the section entitled “Where You Can Find More Information” beginning on page 213.
For the
Nine Months Ended
September 30, 2020
For the
Year Ended
December 31, 2019
(in thousands, except per share amounts)
Pro Forma Condensed Combined Statement of Operations Data:
Total operating net revenues
$ 345,668 $ 765,879
Net income (loss)
$ (958,144) $ 390,817
Net income (loss) per common share, basic
$ (31.36) $ 12.85
Net income (loss) per common share, diluted
$ (31.28) $ 12.82
As of September 30, 2020
(in thousands)
Pro Forma Condensed Combined Balance Sheet Data:
Cash and cash equivalents
$ 8,632
Total assets
$ 1,756,599
Total liabilities
$ 572,456
Total stockholders’ equity
$ 1,184,143
 
35

 
SUMMARY PRO FORMA COMBINED PROVED RESERVES AND PRODUCTION DATA
The following tables present the estimated pro forma combined net proved developed and undeveloped reserves for the year ended December 31, 2019, giving effect to the merger as if it had been completed on December 31, 2019. The pro forma production data set forth below gives effect to the merger as if it had been completed on January 1, 2019.
The following summary pro forma reserve and production information has been prepared for illustrative purposes only and is not intended to be a projection of future results of the combined company. Future results may vary significantly from the results reflected because of various factors, including those discussed in “Risk Factors” beginning on page 41. The summary pro forma reserve and production information should be read in conjunction with “Unaudited Pro Forma Condensed Combined Financial Statements” and the related notes thereto included in this joint proxy statement/prospectus. For additional information, see the section entitled “Where You Can Find More Information” beginning on page 213.
As of December 31, 2019
Bonanza Creek
Historical
HighPoint
Historical
Bonanza Creek
Pro Forma
Combined
Proved reserves:
Oil (MBbls)
64,413 74,094 138,507
Natural gas (MMcf)
212,200 181,301 393,501
NGLs (MBbls)
22,161 23,128 45,289
Oil equivalents (MBoe)(1)
121,941 127,440 249,381
Proved developed reserves:
Oil (MBbls)
25,397 25,651 51,048
Natural gas (MMcf)
105,840 89,356 195,196
NGLs (MBbls)
11,566 11,243 22,809
Oil equivalents (MBoe)(1)
54,603 51,787 106,390
Proved undeveloped reserves:
Oil (MBbls)
39,016 48,443 87,459
Natural gas (MMcf)
106,360 91,945 198,305
NGLs (MBbls)
10,595 11,885 22,480
Oil equivalents (MBoe)(1)
67,338 75,653 142,991
(1)
Determined using the ratio of 6 Mcf of natural gas to 1 Bbl of crude oil.
For the Nine Months Ended
September 30, 2020
Bonanza Creek
Historical
HighPoint
Historical
Bonanza Creek
Pro Forma
Combined
Production:
Oil (MBbls)
3,787.6 4,731.0 8,518.6
Natural gas (MMcf)
10,490.6 12,564.0 23,054.6
NGLs (MBbls)
1,399.9 1,798.0 3,197.9
Oil equivalents (MBoe)(1)
6,935.9 8,623.0 15,558.9
(1)
Determined using the ratio of 6 Mcf of natural gas to 1 Bbl of crude oil.
 
36

 
For the Year Ended December 31, 2019
Bonanza Creek
Historical
HighPoint
Historical
Bonanza Creek
Pro Forma
Combined
Production:
Oil (MBbls)
5,135.9 7,668.0 12,803.9
Natural gas (MMcf)
11,966.8 16,614.0 28,580.8
NGLs (MBbls)
1,431.1 2,101.0 3,532.1
Oil equivalents (MBoe)(1)
8,561.5 12,538.0 21,099.5
(1)
Determined using the ratio of 6 Mcf of natural gas to 1 Bbl of crude oil.
 
37

 
COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA
The following tables present Bonanza Creek’s and HighPoint’s historical and pro forma per share data as of and for the year ended December 31, 2019 and as of and for the nine months ended September 30, 2020. The pro forma per share data as of and for the year ended December 31, 2019, and as of and for the nine months ended September 30, 2020, is presented as if the merger had been completed on January 1, 2019. The information provided in the table below is unaudited.
Historical per share data of Bonanza Creek for the year ended December 31, 2019, and the nine months ended September 30, 2020, was derived from Bonanza Creek’s historical financial statements for the respective periods. Historical per share data of HighPoint for the year ended December 31, 2019, and the nine months ended September 30, 2020, was derived from HighPoint’s historical financial statements for the respective periods. This information should be read in conjunction with the historical consolidated financial statements and related notes of Bonanza Creek and HighPoint filed by each with the SEC and attached to or incorporated by reference into this joint proxy statement/prospectus, and with the unaudited pro forma combined financial statements included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 174. For additional information, see the section entitled “Where You Can Find More Information” beginning on page 213.
The pro forma data is presented for illustrative purposes only and is not necessarily indicative of the results of operations or the financial condition that would have occurred if the merger had been completed as of the beginning of the period.
As of and for the
Nine Months Ended September 30, 2020
Bonanza Creek
Historical
HighPoint
Historical
Bonanza Creek
Pro Forma
Combined
Pro Forma
Equivalent
HighPoint(1)
Net income (loss) per common share
Basic
$ 2.07 $ (259.52) $ (31.36) $ (3.58)
Diluted
$ 2.06 $ (259.52) $ (31.28) $ (3.57)
Book Value Per Share
$ 47.18 $ (2.93) $ 38.65 $ 4.41
Cash Dividends Per Share
$