424B3 1 tm2038292-9_424b3.htm 424B3 tm2038292-9_424b3 - none - 94.4691281s
 Filed Pursuant to Rule 424(b)(3)
 Registration No. 333-251402
PROSPECTUS
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[MISSING IMAGE: lg_highpoint-pn.jpg]
BONANZA CREEK ENERGY, INC.
HIGHPOINT RESOURCES CORPORATION
Offer to exchange any and all of the 7.0% Senior Notes due 2022 and the 8.75% Senior Notes due 2025
of HighPoint Operating Corporation (“HighPoint OpCo”)
Solicitation of Consents to Proposed Amendments to Related Indentures
and
Solicitation of Votes on a Prepackaged Plan of Reorganization
MESSAGE TO HOLDERS OF HIGHPOINT SENIOR NOTES:
We are delivering this Prospectus to you in connection with the proposed merger of Bonanza Creek and HighPoint (as defined below), which is described in more detail herein. In order to successfully consummate the merger out of court, we require the following action from holders of the HighPoint Senior Notes (as defined below):
1.
Participation in the Exchange Offers (as defined below) by holders of not less than 97.5% of the aggregate principal amount outstanding of each series of the HighPoint Senior Notes; and
2.
Consent by such holders to the proposed amendments to the HighPoint Senior Notes indentures described herein.
If the conditions to the Exchange Offers are not satisfied, the merger and exchange of the HighPoint Senior Notes may be implemented through a Chapter 11 filing by HighPoint and its subsidiaries. Holders of the HighPoint Senior Notes are also being asked to:
1.
Vote to accept the Prepackaged Plan (as defined below) in order to consummate the merger in court in the event the Exchange Offers are not completed out-of-court.
The Exchange Offers and the Consent Solicitations will expire at 5:00 p.m., New York City time, on March 11, 2021, unless extended by Bonanza Creek and HighPoint (such date and time, as they may be extended, the “Expiration Deadline”). In order to be eligible to receive the Exchange Consideration (as defined herein), holders of HighPoint Senior Notes must validly tender their HighPoint Senior Notes by the Expiration Deadline. Votes to accept or reject the Prepackaged Chapter 11 Plan of HighPoint and its subsidiaries in the form attached to this Prospectus as annexes J and K (as same may be modified, amended or supplemented from time to time, the “Prepackaged Plan”) must be received no later than 5:00 p.m., New York City time, on March 11, 2021 (the “Voting Deadline”). Holders of HighPoint Senior Notes may not validly tender HighPoint Senior Notes in an Exchange Offer without delivering a Consent in the corresponding Consent Solicitation. However, holders of HighPoint Senior Notes may deliver votes to accept or reject the Prepackaged Plan without tendering their HighPoint Senior Notes in the Exchange Offers. Holders of HighPoint Senior Notes who tender HighPoint Senior Notes in the Exchange Offers will not have withdrawal rights unless Bonanza Creek grants withdrawal rights in connection with an amendment to certain terms of the Exchange Offers as described herein.

The Exchange Offers
General.   Upon the terms and subject to the conditions described herein, Bonanza Creek is offering to exchange shares of its common stock and newly issued senior notes of Bonanza Creek for any and all of the 7.0% Senior Notes due October 15, 2022 of HighPoint OpCo (the “2022 Notes”) and the 8.75% Senior Notes due June 15, 2025 of HighPoint OpCo (the “2025 Notes” and, together with the 2022 Notes, the “HighPoint Senior Notes”). We refer to the offer with respect to each series of HighPoint Senior Notes as an “Exchange Offer” and the offers together as the “Exchange Offers.”
If the Exchange Offers are successful, holders of HighPoint Senior Notes will receive the following for each $1,000 principal amount of HighPoint Senior Notes validly tendered and accepted for exchange:

Exchange Consideration:   The Exchange Consideration consisting of at least the following, each of which is subject to increase based on the level of participation in the Exchange Offers and subject to adjustment for fractional shares and minimum denominations:

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); and

$138.46153846 principal amount of new Bonanza Creek Senior Notes, described below;

Interest:   A cash payment equal to accrued and unpaid interest on the HighPoint Senior Notes from the most recent interest payment date to, but not including, the Settlement Date; and

Consent Fee:   A cash payment of $2.50 to be paid by HighPoint upon satisfaction of the conditions to the Change of Control Amendment.
Please read this Prospectus (as it may be supplemented and amended from time to time, this “Prospectus”) carefully for additional details regarding the Exchange Offers and the payments described above.
Aggregate Exchange Consideration.   Bonanza Creek is offering a combination of two types of consideration in the Exchange Offers, each of which is subject to the maximum aggregate amounts set forth below:

Bonanza Creek common stock:   an aggregate of 9,314,214 shares (the “Stock Consideration”) of Bonanza Creek common stock, par value $0.01 per share (“Bonanza Creek common stock”); and

Bonanza Creek Senior Notes:   an aggregate principal amount of 7.5% Senior Notes due 2026 of Bonanza Creek (the “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 Offers (the “Notes Consideration”). As a result, the aggregate Notes Consideration will vary based on the principal amount of HighPoint Senior Notes tendered.
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 Offers. 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 below. 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. We refer to the aggregate Stock Consideration and the aggregate Notes Consideration together as the “Aggregate Exchange Consideration.”
Minimum Exchange Consideration and Proration.   Upon the terms and subject to the conditions set forth in this Prospectus, holders of HighPoint Senior Notes validly tendered and accepted in the Exchange Offers, will receive, on the Settlement Date, the Exchange Consideration for each $1,000 principal amount of HighPoint Senior Notes. The “Exchange Consideration” will consist of at least the following for each $1,000 principal amount of HighPoint Senior Notes accepted for exchange:

14.90274240 shares of Bonanza Creek common stock, subject to adjustment to avoid fractional shares as described below; and

$138.46153846 principal amount of Bonanza Creek Senior Notes, subject to adjustment for minimum denominations as described below.
As a result of the proration of the Aggregate Exchange Consideration described above, tendering holders will receive additional shares of Bonanza Creek common stock, additional principal amounts of

Bonanza Creek Senior Notes, or both, based on the principal amount of HighPoint Senior Notes tendered at or above the 97.5% minimum participation threshold. If less than 100% of HighPoint Senior Notes are validly tendered and accepted in the Exchange Offers, holders will receive additional shares of Bonanza Creek common stock upon proration of the aggregate Stock Consideration. If greater than 97.5% of HighPoint Senior Notes are validly tendered and accepted in the Exchange Offers, holders will receive a higher principal amount of Bonanza Creek Senior Notes upon proration of the aggregate Notes Consideration.
Illustrative Table and Graph.   The following table sets forth the minimum amounts of each type of consideration tendering holders will receive for each $1,000 principal amount of HighPoint Senior Notes tendered, the implied total value of the minimum consideration, and the consent fee payable in connection with the Change of Control Amendment. The graph following the table shows numerical examples of the mix of consideration holders would receive at specified participation levels between the minimum participation threshold of 97.5% and 100.0% participation.
Exchange Offer Consideration, Minimum Participation Condition and Consent Fee
Title of Series of HighPoint
Senior Notes/ CUSIP/ISIN
Numbers
Aggregate Principal
Amount
Outstanding
Minimum Stock
Consideration per
$1,000 principal
amount of
HighPoint Senior
Notes tendered(1)
Minimum Notes
Consideration per
$1,000 principal
amount of
HighPoint Senior
Notes tendered(2)
Implied Total
Value of
Minimum
Exchange
Consideration(3)(4)
Minimum
Participation
Condition(5)
Change of
Control
Amendment
Consent
Fee(6)
7.0% Senior Notes due 2022
06846NAD6 /
US06846NAD66
$ 350,000,000 14.90274240 $ 138.46153846 $ 490.76 97.5% $ 2.50
8.75% Senior Notes due 2025
06846NAF1 / US06846NAF15
$ 275,000,000 14.90274240 $ 138.46153846 $ 490.76 97.5% $ 2.50
Indicative Mix and Implied Value of Consideration
per $1,000 Principal Amount of HighPoint Senior Notes Tendered
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(1)
If less than 100% of HighPoint Senior Notes are validly tendered and accepted in the Exchange Offers, holders will receive additional shares of Bonanza Creek common stock upon proration of the aggregate Stock Consideration.
(2)
If greater than 97.5% of HighPoint Senior Notes are validly tendered and accepted in the Exchange Offers, holders will receive a higher principal amount of Bonanza Creek Senior Notes upon proration of the aggregate Notes Consideration. The aggregate Notes Consideration equals $100 million minus the outstanding aggregate principal amount of the HighPoint Senior Notes that are not validly tendered and accepted in the Exchange Offers. If 97.5% of the aggregate principal amount outstanding of

HighPoint Senior Notes are exchanged in the Exchange Offers, $84,375,000 aggregate principal amount of Bonanza Creek Senior Notes will be issued and $15,625,000 aggregate principal amount of HighPoint Senior Notes will remain outstanding. If 100.0% of the aggregate principal amount outstanding of HighPoint Senior Notes are exchanged in the Exchange Offers, $100,000,000 aggregate principal amount of Bonanza Creek Senior Notes will be issued.
(3)
Does not include accrued and unpaid interest to, but not including, the Settlement Date, which will be paid in cash on the Settlement Date to holders of HighPoint Senior Notes accepted for exchange in the Exchange Offers. If the Exchange Offers are not consummated and the exchange is effected through the Prepackaged Plan, no cash payment will be made for accrued and unpaid interest on the HighPoint Senior Notes.
(4)
Provided for illustrative purposes only. Value of Bonanza Creek common stock calculated based on the closing price per share of Bonanza Creek common stock of $23.64 on February 5, 2021 as quoted on the New York Stock Exchange.
(5)
The Exchange Offers are subject to the condition that not less than 97.5% of each series of the HighPoint Senior Notes is validly tendered in the Exchange Offers. See “— Conditions to the Exchange Offers and Consent Solicitations.”
(6)
Upon satisfaction of the Minimum Participation Condition (as defined below), HighPoint will pay consenting holders a consent fee of $2.50 per $1,000 principal amount of HighPoint Senior Notes.
Exchange Offer Informational Website.   Holders of HighPoint Senior Notes may visit https://dm.epiq11.com/HighPoint to review information about the principal amount of HighPoint Senior Notes that have been tendered, the calculation of the mix of consideration holders would receive at those tendered amounts, and the implied total value of that consideration consistent with the preceding graph. The information contained in that website is not part of this Prospectus.
Interest.   Holders of HighPoint Senior Notes accepted for exchange in the Exchange Offers 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 Settlement Date. If the Exchange Offers are not consummated and the exchange is effected through the Prepackaged Plan, no cash payment will be made for accrued and unpaid interest on the HighPoint Senior Notes. Interest on the Bonanza Creek Senior Notes will accrue from the Settlement Date.
No Withdrawal Rights.   Holders of HighPoint Senior Notes who tender HighPoint Senior Notes in the Exchange Offers will not have withdrawal rights unless Bonanza Creek grants withdrawal rights in connection with an amendment to certain terms of the Exchange Offers.
Bonanza Creek Senior Notes and Guarantees.   See “Description of the Bonanza Creek Senior Notes” for a description of the terms of the Bonanza Creek Senior Notes. The Bonanza Creek Senior Notes will be fully and unconditionally guaranteed, jointly and severally, on a senior basis, initially by each of Bonanza Creek’s subsidiaries and in the future by each restricted subsidiary that guarantees a credit facility of Bonanza Creek.
No Fractional Shares; Minimum Denominations.   Calculations of Stock Consideration will be rounded down with respect to each holder to the nearest whole share, and no fractional shares of Bonanza Creek common stock will be issued for the HighPoint Senior Notes. Calculations of Notes Consideration will be rounded down with respect to each holder to the nearest amount that is equal to $2,000 and integral multiples of $1,000 in excess thereof, and no additional shares of Bonanza Creek common stock will be issued or payment made in compensation for such adjustments.
Settlement Date
Bonanza Creek plans to issue the Bonanza Creek common stock and the Bonanza Creek Senior Notes offered in the Exchange Offers on the effective time of the merger (such date, the “Settlement Date”), which is expected to occur promptly following the satisfaction or waiver of the closing conditions in the merger agreement and assuming that the conditions to the Exchange Offers are satisfied or, where permitted, waived, not later than on the third business day following the Expiration Deadline. If the conditions to the Exchange Offers are not satisfied or waived, but the conditions to the Prepackaged Plan are satisfied, HighPoint will file the HighPoint Chapter 11 cases and seek confirmation of the Prepackaged Plan, in which case all HighPoint Senior Notes would be canceled in exchange for Bonanza Creek common stock and the Bonanza Creek Senior Notes, as set forth in the Prepackaged Plan. The treatment of the HighPoint Senior Notes

under the Prepackaged Plan and Bonanza Creek’s obligations to consummate the merger if the HighPoint Chapter 11 cases are commenced are described herein.
Exchange Listings
Bonanza Creek common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “BCEI.” Bonanza Creek intends to apply for listing of the shares of Bonanza Creek common stock issuable to holders of HighPoint Senior Notes in connection with the Exchange Offers on the NYSE. The HighPoint Senior Notes are not, and the Bonanza Creek Senior Notes will not be, listed on any securities exchange. Currently, there is no public market for the Bonanza Creek Senior Notes. The Bonanza Creek Senior Notes and the related guarantees will have the terms as described in “Description of the Bonanza Creek Senior Notes.”
When the merger is completed, the HighPoint common stock will cease to be traded on the NYSE and will be deregistered under the Securities Exchange Act of 1934 (the “Exchange Act”). Accordingly, HighPoint will not file periodic reports or information with the U.S. Securities and Exchange Commission (the “SEC”) or, if the Proposed Amendments (as defined below) for the HighPoint Senior Notes become operative, with the HighPoint Senior Notes Trustee (as defined herein) or any holders of the HighPoint Senior Notes. Consequently, the liquidity, market value and price volatility of the HighPoint Senior Notes that remain outstanding after the completion of the Exchange Offers may be materially and adversely affected.
The Consent Solicitations
In connection with the Exchange Offers, HighPoint is soliciting, on behalf of HighPoint OpCo, consents (each, a “Consent Solicitation” and together, the “Consent Solicitations”), upon the terms and subject to the conditions set forth in this Prospectus from all eligible holders of the HighPoint Senior Notes (the “Consents”) to certain proposed amendments to the HighPoint Indentures (as defined below) 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”), as more fully described under “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 OpCo will enter into supplemental indentures (each, a “Supplemental Indenture” and together, the “Supplemental Indentures”), each attached hereto as Annexes C, D, E and F, respectively, 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, concurrently with the settlement of the Exchange Offers on the Settlement Date, subject to satisfaction or waiver of the conditions to the Exchange Offers. Upon satisfaction of the Minimum Participation Condition (as defined below), 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”). If the Proposed Amendments become operative, all holders who do not validly tender their HighPoint Senior Notes in the Exchange Offers will be bound by the Proposed Amendments even though they did not consent to the Proposed Amendments. Bonanza Creek and HighPoint can provide no assurance that the conditions to the Exchange Offers and Consent Solicitations will be satisfied. The Proposed Amendments to the HighPoint Indentures are described in this Prospectus under “The Proposed Amendments,” and the conditions to the Exchange Offers and Consent Solicitations are described in this Prospectus under “Description of the Exchange Offers and Consent Solicitations — Conditions to the Exchange Offers and Consent Solicitations.” Holders of HighPoint Senior Notes may not validly tender HighPoint Senior Notes in an Exchange Offer without delivering a Consent in the corresponding Consent Solicitation and may not deliver a Consent in a Consent Solicitation without tendering HighPoint Senior Notes in the corresponding Exchange Offer. Consents delivered in the Consent Solicitations are irrevocable.
Holders of HighPoint Senior Notes who tender into the Exchange Offers will also be required to waive, among other things, any existing defaults on or with respect to the HighPoint Senior Notes that may be modified or eliminated by majority vote of the HighPoint Senior Notes and any rights to rescind their acceptance of the Exchange Offers after the Expiration Deadline (the “HighPoint Senior Notes Waivers”). Unless otherwise specified or the context otherwise requires, references to “Consents” herein also refer to the HighPoint Senior Notes Waivers.

Conditions to the Exchange Offers and Consent Solicitations
Bonanza Creek’s obligations under the Exchange Offers are subject to the satisfaction, amendment or waiver of certain conditions, including (i) not less than 97.5% of the aggregate principal amount outstanding of each series of the HighPoint Senior Notes being validly tendered in accordance with the terms of the Exchange Offers prior to the Expiration Deadline (the “Minimum Participation Condition”); (ii) the satisfaction of the closing conditions in the Agreement and Plan of Merger, dated as of November 9, 2020, by and among Bonanza Creek, HighPoint and Boron Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Bonanza Creek (“Merger Sub”) (as amended by Amendment No. 1, dated January 29, 2021, by and among Bonanza Creek, Highpoint and Merger Sub (the “Merger Agreement Amendment”), as may be further amended from time to time, the “merger agreement”), providing for Bonanza Creek’s acquisition of HighPoint (the “merger” and such conditions to the merger, the “Merger Condition” and together with the Minimum Participation Condition and certain other conditions, the “Exchange Conditions”); and (iii) the General Conditions (as defined herein). Bonanza Creek and HighPoint may, at any time prior to the Expiration Deadline, amend the Exchange Conditions with respect to one or both of the Exchange Offers and waive any of the General Conditions (except the condition that the registration statement of which this Prospectus forms a part has been declared effective by the SEC), in each case, pursuant to the terms of, and subject to the amendment provisions set forth in, the merger agreement and the Transaction Support Agreement (as defined below) and subject to applicable law. Effectiveness of the Proposed Amendments is subject, in the case of the Change of Control Amendment, to the satisfaction of the Minimum Participation Condition and payment of the Change of Control Amendment Consent Fee and, in the case of the Other Indenture Amendments, to the satisfaction, amendment or waiver of the Exchange Conditions and the General Conditions and the closing of the Exchange Offers on the Settlement Date. The terms and conditions of Bonanza Creek’s obligations under the Exchange Offers and HighPoint’s obligations under the Consent Solicitations are described in further detail under “The Exchange Offers and Consent Solicitations.”
Any waiver of a condition or amendment of a term by Bonanza Creek and HighPoint with respect to an Exchange Offer will automatically waive such condition or amend such term with respect to the corresponding Consent Solicitation, as applicable. Bonanza Creek and HighPoint may waive the conditions or amend the terms of any Exchange Offer without waiving the conditions or amending the terms of the other Exchange Offer, subject to the terms of the merger agreement and the Transaction Support Agreement.
The Prepackaged Plan (Annex I) and Plan Solicitation
Concurrently with the Exchange Offers and Consent Solicitations, HighPoint is soliciting votes from the holders of the HighPoint Senior Notes to accept or reject the Prepackaged Plan (the “Plan Solicitation”). 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 Offers 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, including 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 is not satisfied, and the conditions to filing the Prepackaged Plan have been satisfied. A copy of the Prepackaged Plan is attached to this Prospectus as Annex I. For a more detailed description of the Prepackaged Plan, see the HighPoint disclosure statement attached to this Prospectus as Annex H. The HighPoint disclosure statement, which is accompanied by a ballot to be used for voting on the Prepackaged Plan, is being distributed with this Prospectus to the holders of HighPoint Senior Notes to solicit votes to accept or reject the Prepackaged Plan.
The Merger
The merger agreement, among other things, provides for (i) the merger of Merger Sub into HighPoint, with HighPoint continuing its existence as the surviving company as a subsidiary of Bonanza Creek following the merger (the “surviving company”); (ii) the commencement by Bonanza Creek and HighPoint of the Exchange Offers and Consent Solicitations, respectively; and (iii) the Plan Solicitation by HighPoint

(collectively the “transactions”). Following the closing of the merger and the other 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 will own approximately 68% of the issued and outstanding shares of Bonanza Creek and HighPoint’s existing stockholders and the holders of HighPoint Senior Notes will own approximately 32% of the issued and outstanding shares of Bonanza Creek. Based on the number of shares of Bonanza Creek common stock outstanding as of the date of the merger agreement, existing stockholders of HighPoint are expected to own 1.6% of Bonanza Creek while participating holders of HighPoint Senior Notes are expected to own 30.4% of Bonanza Creek and up to $100 million of 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, par value $0.001 per share (“HighPoint common stock”). The merger agreement is attached to this Prospectus as Annex A.
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” and collectively, the “special meetings”). At the Bonanza Creek special meeting, holders of Bonanza Creek common stock (collectively, the “Bonanza Creek stockholders”) will be asked to vote on the proposal (the “share issuance proposal”) to approve the issuance of shares of Bonanza Creek common stock to the holders of HighPoint common stock (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”). 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. At the HighPoint special meeting, HighPoint stockholders will be asked to vote on the proposal to approve the execution, delivery and performance of the merger agreement and the transactions contemplated thereby (the “HighPoint Merger Proposal”). Approval of the HighPoint Merger 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. If the HighPoint Merger Proposal is not approved by the HighPoint stockholders, the merger may still be consummated through the HighPoint Chapter 11 cases, subject to the satisfaction, amendment or waiver of the other closing conditions in the merger agreement.
The Transaction Support Agreement (Annex G)
Concurrently with the execution and delivery of the merger agreement, HighPoint entered into a transaction support agreement (as may be amended from time to time, the “Transaction Support Agreement”) with certain of its affiliates, the HPR Consenting Noteholders (as defined in the Transaction Support Agreement), which hold at least 77% of the aggregate outstanding principal amount of the 2022 Notes and 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. Pursuant to the Transaction Support Agreement, the HPR Consenting Noteholders agreed to (i) tender all of their HighPoint Senior Notes in the Exchange Offers, (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, 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 Offers, (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.
The Form of Registration Rights Agreement (Annex B)
Concurrently with the execution and delivery of the merger agreement, Bonanza Creek and Franklin Advisors, Inc., as investment manager on behalf of certain funds and accounts (“Franklin”) agreed upon a form of registration rights agreement (the “Form of Registration Rights Agreement”) pursuant to which, among other things and subject to certain restrictions, upon Franklin’s request, Bonanza Creek will be required to file with the SEC a registration statement on Form S-3 registering for resale the shares of Bonanza Creek common stock issued to Franklin in the merger and to conduct certain underwritten offerings. The Registration Rights Agreement will also provide Franklin with customary piggyback registration rights. Additionally, pursuant to the Registration Rights Agreement, Franklin will agree to certain restrictions on sales of Bonanza Creek common stock. The Registration Rights Agreement shall be executed, delivered

and become effective at the effective time of the merger agreement and shall not become effective if the merger agreement is terminated prior to the consummation of the transactions contemplated thereby.
Participating in the Exchange Offers and the Consent Solicitations or voting for the Prepackaged Plan involves risks. See “Risk Factors” beginning on page 53.
Neither the SEC nor any state securities commission has approved or disapproved of the Exchange Offers, the Consent Solicitations, or the Plan Solicitation, passed upon the merits or fairness of the Exchange Offers, the Consent Solicitations, or Plan Solicitation or passed upon the adequacy or accuracy of the disclosure in the Prospectus. Any representation to the contrary is a criminal offense.
We have not retained any dealer manager or solicitation agent in connection with the Exchange Offers and Consent Solicitations or the Plan Solicitation and will not make any payments to broker-dealers or others soliciting acceptances of the Exchange Offers, Consent Solicitations or Plan Solicitation.
None of Bonanza Creek, HighPoint, HighPoint OpCo, the HighPoint Senior Notes Trustee, the trustee with respect to the Bonanza Creek Senior Notes (the “Bonanza Creek Senior Notes Trustee”), the exchange agent and information agent for the Exchange Offers and Consent Solicitations (the “Exchange Agent” or the “Information Agent”), the HPR Consenting Noteholders, the notice and voting agent for the Plan Solicitation (the “Voting Agent”) or any of their affiliates, makes any recommendation as to whether you should exchange HighPoint Senior Notes for Bonanza Creek common stock and Bonanza Creek Senior Notes in response to the Exchange Offers and Consent Solicitations and no one has been authorized by any of them to make such a recommendation.
The date of this Prospectus is February 10, 2021
This Prospectus is part of a registration statement that Bonanza Creek filed with the SEC. In making your investment decision, you should rely only on the information contained or incorporated by reference in this Prospectus. Bonanza Creek and HighPoint have not authorized anyone to provide you with any other information. Bonanza Creek and HighPoint are not making an offer to sell these securities or soliciting an offer to buy these securities in any jurisdiction where an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone whom it is unlawful to make an offer or solicitation. You should not assume that the information contained in this Prospectus, as well as the information Bonanza Creek previously filed with the SEC that is incorporated by reference herein, is accurate as of any date other than its respective date.

 
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 Prospectus.
The Registrants have filed with the SEC a registration statement on Form S-4 with respect to the shares of Bonanza Creek common stock and the Bonanza Creek Senior Notes (and the related guarantees) issuable to holders of HighPoint Senior Notes in the Exchange Offers, of which this Prospectus forms a part. This Prospectus constitutes the Prospectus of the Registrants filed as part of the registration statement. As permitted by SEC rules, this 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 Prospectus as to the contents of any contract or other documents referred to in this 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 Prospectus incorporates important business and financial information about Bonanza Creek from documents that are not included in or delivered with this Prospectus. This information, and information included in the annexes attached hereto regarding HighPoint, is available to you without charge upon your request. We have not retained any dealer manager or solicitation agent in connection with the Exchange Offers and Consent Solicitations or the Plan Solicitation and will not make any payments to broker-dealers or others soliciting acceptances of the Exchange Offers, Consent Solicitations or Plan Solicitation. Epiq Corporate Restructuring LLC (“Epiq”) is serving as the Exchange Agent and Information Agent in connection with the Exchange Offers and Consent Solicitations and as Voting Agent in connection with the Plan Solicitation. You can obtain the documents incorporated by reference into this Prospectus or attached to this 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 Epiq at the following addresses and telephone numbers:
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
Exchange Agent, Information Agent and Voting Agent
HighPoint Resources Corporation
c/o Epiq Corporate Restructuring LLC
By Mail or Hand:
10300 SW Allen Boulevard
Beaverton, OR 97005
Call (Toll-Free): (855) 914-4726
Call (International): (503) 520-4495
By E-mail:
tabulation@epiqglobal.com
Referencing “HighPoint Resources” in the subject line
If you would like to request any documents, please do so by March 4, 2021, which is five business days prior to the Expiration Deadline, in order to receive them before the Expiration Deadline.
For a more detailed description of the information incorporated by reference into this Prospectus or attached to this Prospectus and how you may obtain it, please see “Where You Can Find More Information.”
 
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ABOUT THIS PROSPECTUS
This Prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by the Registrants (File No. 333-251402), constitutes a prospectus under the Securities Act of Bonanza Creek with respect to the shares of Bonanza Creek common stock and the Bonanza Creek Senior Notes issuable to holders of HighPoint Senior Notes in connection with the transactions and a prospectus of the other Registrants with respect to the guarantees of the Bonanza Creek Senior Notes. The HighPoint disclosure statement attached hereto as Annex H constitutes a solicitation by HighPoint of votes to accept or reject the Prepackaged Plan in accordance with Section 1125 of the Bankruptcy Code. Such solicitation is being conducted to obtain acceptances of the Prepackaged Plan from holders of HighPoint Senior Notes 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 Offers 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 or incorporated by reference into this 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 Prospectus. This Prospectus is dated February 10, 2021, and you should assume that the information contained in this Prospectus is accurate only as of such date. You should also assume that the information attached to and incorporated by reference into this Prospectus is only accurate as of the date of such information. Neither the mailing of this Prospectus to holders of HighPoint Senior Notes nor the issuance by Bonanza Creek of shares of Bonanza Creek common stock and the Bonanza Creek Senior Notes pursuant to the merger agreement will create any implication to the contrary.
This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of votes 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 Prospectus regarding Bonanza Creek has been provided by Bonanza Creek, and information contained in this Prospectus regarding HighPoint has been provided by HighPoint.
No action with respect to the Exchange Offers has been or will be taken in any jurisdiction (except the United States) that would permit a public offering of the offered securities, or the possession, circulation or distribution of this Prospectus or any material relating to Bonanza Creek, HighPoint or the offered securities where action for that purpose is required. Accordingly, the HighPoint Senior Notes and the Bonanza Creek Senior Notes, as applicable, may not be offered, sold or exchanged, directly or indirectly, and neither this Prospectus nor any other offering material or advertisement in connection with the Exchange Offers may be distributed or published, in or from any such jurisdiction, except in compliance with any applicable rules or regulations of any such jurisdiction.
All currency amounts referenced in this Prospectus are in U.S. dollars. All references in this 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;

“2022 Notes Base Indenture” refer to the fourth supplemental indenture, dated March 12, 2012, to the HighPoint Base Indenture by and among HighPoint OpCo, the HighPoint Senior Notes Trustee, and the subsidiary guarantors party thereto, as amended and supplemented to the date hereof.

“2022 Notes Indenture” refer to the HighPoint Base Indenture as amended and supplemented by the 2022 Notes Base Indenture;
 
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“2025 Notes” refer to HighPoint OpCo’s 8.75% Senior Notes due June 15, 2025;

“2025 Notes Indenture” refer to the indenture, dated April 28, 2017, by and among HighPoint OpCo, the HighPoint Senior Notes Trustee, and the subsidiary guarantors party thereto, as amended and supplemented to the date hereof;

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

“Aggregate Merger Consideration” refer to an aggregate amount of shares of Bonanza Creek common stock equal to the Existing HighPoint Stockholder Equity Recovery, as set forth in the merger agreement;

“Amended HighPoint Credit Facility” refer to HighPoint OpCo’s fourth amended and restated credit facility, which was entered into on September 14, 2018;

“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 bylaws” refer to the fourth amended and restated bylaws of Bonanza Creek;

“Bonanza Creek certificate of incorporation” refer to the third amended and restated certificate of incorporation of Bonanza Creek;

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

“Bonanza Creek Credit Facility” refer to the debt facility of Bonanza Creek as defined in “Description of the Bonanza Creek Senior Notes”;

“Bonanza Creek Senior Notes” refer to the 7.5% Senior Notes due 2026 to be issued by Bonanza Creek in connection with the Exchange Offers or the HighPoint Chapter 11 cases;

“Bonanza Creek Senior Notes Indenture” refer to that certain indenture to be entered into by Bonanza Creek, the Bonanza Creek Senior Notes Trustee and the guarantors party thereto on the Settlement Date, which will govern the Bonanza Creek Senior Notes;

“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;

“Change of Control Amendment” refer to the Proposed Amendment to the HighPoint Indentures that would make such amendments to the definition of “Change of Control” and other related provisions in the HighPoint Indentures as are required to expressly exclude the merger and the other transactions contemplated by the merger agreement from such definitions and related provisions;

“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;

“Consent Solicitations” refer to the solicitation of the Consents by HighPoint, upon the terms and subject to the conditions set forth in this Prospectus;

“Consents” refer to those consents solicited by HighPoint to the Proposed Amendments to the HighPoint Indentures, upon the terms and subject to the conditions set forth in this Prospectus;

“DGCL” refer to Delaware General Corporation Law;

“EBITDAX” refer to earnings before interest, income taxes, depreciation, depletion, amortization and exploration expense;
 
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“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 Conditions” refer, collectively, to the Merger Condition, the Minimum Participation Condition and conditions (iii) through (iv) set forth under “Description of the Exchange Offers and Consent Solicitations — Conditions to the Exchange Offers and Consent Solicitations”;

“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 Offers, calculated as set forth in “Description of the Exchange Offers and Consent Solicitations — Exchange Consideration, Interest and Change of Control Amendment Fee;”

“Exchange Offers” refer to the offers by Bonanza Creek to exchange any and all of the HighPoint Senior Notes for the Exchange Consideration;

“Expiration Deadline” refer to 5:00 p.m., New York City time, on March 11, 2021, as may be extended by Bonanza Creek and HighPoint;

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

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

“Form of Registration Rights Agreement” refer to that certain form of registration rights agreement attached hereto as Annex B, to be entered into by Bonanza Creek and Franklin at the Effective Time;

“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 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 Offers is not satisfied;

“HighPoint Base Indenture” refer to the base indenture dated July 8, 2009, by and among HighPoint OpCo, the HighPoint Senior Notes Trustee, and the subsidiary guarantors party thereto;

“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 disclosure statement” refer to the disclosure statement describing the Prepackaged Plan;

“HighPoint Equity Plan” refer to HighPoint’s 2012 Equity Incentive Plan;
 
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“HighPoint Indentures” refer to the 2022 Notes Indenture and the 2025 Notes Indenture, collectively;

“HighPoint OpCo” refer to HighPoint Operating Corporation (f/k/a Bill Barrett Corporation), a Delaware corporation;

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

“HighPoint restructuring transactions” refer to the Exchange Offers and the Prepackaged Plan, collectively;

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

“HighPoint Senior Notes Waivers” refer to the waiver of any existing defaults on or with respect to the HighPoint Senior Notes that may be modified or eliminated by majority vote of the HighPoint Senior Notes and any rights to rescind their acceptance of the Exchange Offers after the Expiration Deadline made by holders of HighPoint Senior Notes who tender into the Exchange Offers;

“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;

“Holders of a HighPoint Claim/Interest” refer to holders of HighPoint Claims/Interests;

“HPR Consenting Noteholders” refer collectively to the HPR Consenting 2022 Noteholders and the HPR Consenting 2025 Noteholders;

“HPR Consenting 2022 Noteholders” refer to such term as defined in the Transaction Support Agreement;

“HPR Consenting 2025 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 Expiration Deadline;

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

“K&E” refer to Kirkland & Ellis LLP;

“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 Original Merger Agreement as amended by the Merger Agreement Amendment, as further amended, supplemented or otherwise modified through the date hereof;

“Merger Agreement Amendment” refer to Amendment No. 1 to the Original Merger Agreement, dated January 29, 2021, by and among Bonanza Creek, HighPoint and Merger Sub;

“Merger Condition” refer to the conditions to the merger as described in the merger agreement providing for Bonanza Creek’s acquisition of HighPoint;

“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 Offers prior to the Expiration Deadline;

“Notes Consideration” refer to the aggregate principal amount of Bonanza Creek Senior Notes to be issued in the Exchange Offers, which will be equal to $100 million minus the total principal amount of HighPoint Senior Notes not validly tendered and accepted in the Exchange Offers;
 
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“NYMEX Strip” refer to New York Mercantile Exchange strip;

“NYSE” refer to the New York Stock Exchange;

“Original 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;

“Other Indenture Amendments” refer to the Proposed Amendment to the HighPoint Indentures that would eliminate the majority of the restrictive covenants and certain events of default;

“outside date” refer to 5:00 p.m. Denver, CO 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;

“Proposed Amendments” refer to the Change of Control Amendment and the Other Indenture Amendments, collectively;

“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;

“Requisite Consents” refer to the Consents of the holders of a majority of the aggregate principal amount of each series of the HighPoint Senior Notes outstanding;

“SEC” refer to the Securities and Exchange Commission;

“Settlement Date” refer to the effective time of the merger, which is expected to occur promptly following the satisfaction or waiver of the closing conditions in the merger agreement and assuming that the conditions to the Exchange Offers are satisfied or, where permitted, waived, not later than on the third business day following the Expiration Deadline;

“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;

“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, the Exchange Offers, the Consent Solicitation and the Plan Solicitation, collectively;
 
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“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 2022 Noteholders, which hold at least 77% of the aggregate outstanding principal amount of the 2022 Notes, the HPR Consenting 2025 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;

“United States Trustee” refer to the Office of the United States Trustee; and

“Voting Deadline” refer to March 11, 2021, no later than 5:00 p.m., New York City time, which is the date on which votes to accept or reject the Prepackaged Plan must be received by.
 
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Table of Contents
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L-1
M-1
N-1
O-1
 
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IMPORTANT TIMES AND DATES
Please take note of the following important times and dates in connection with the Exchange Offers, Consent Solicitations and Plan Solicitation. These dates assume no extension of the Expiration Deadline.
Date
Time and Calendar Date
Event
Launch Date February 10, 2021 The commencement of the Exchange Offers, Consent Solicitations and Plan Solicitation.
Proposed Amendments Effective Date 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 OpCo will enter into Supplemental Indentures for such series of HighPoint Senior Notes effecting the Proposed Amendments with respect to such series of HighPoint Senior Notes.
Change of Control Amendment Consent Fee Payment Date Upon satisfaction of the Minimum Participation Condition HighPoint will pay the Change of Control Amendment Consent Fee to holders who have tendered HighPoint Senior Notes prior to such date
Change of Control Amendment Operative Date Upon payment of the Change of Control Amendment Consent Fee The Change of Control Amendment in the Supplemental Indentures will become operative.
Voting Deadline 5:00 p.m., New York City time, on March 11, 2021, unless extended. The deadline for holders of the HighPoint Senior Notes to vote to accept or reject the Prepackaged Plan.
Expiration Deadline 5:00 p.m., New York City time, on March 11, 2021, unless extended with respect to an Exchange Offer The deadline for holders to tender HighPoint Senior Notes in order to be eligible to receive the Exchange Consideration for HighPoint Senior Notes accepted for exchange in the Exchange Offers and to consent to the Proposed Amendments in the Consent Solicitations.
Settlement Date and the
Other Indenture Amendments Operative Date
On the effective time of the merger, which is expected to occur promptly following the satisfaction or waiver of the closing conditions in the merger agreement and assuming that the conditions to the Exchange Offers are satisfied or, where permitted, waived, not later than on the third business day following the Expiration Deadline.
Bonanza Creek will deposit with The Depository Trust Company (“DTC”), upon the direction of the Exchange Agent, the Bonanza Creek common stock and the Bonanza Creek Senior Notes to be delivered in exchange for the HighPoint Senior Notes accepted for exchange and accrued and unpaid interest to, but not including, the Settlement Date.
Subject to the satisfaction of the Exchange Conditions, the date on which the Other Indenture Amendments shall become operative.
 
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QUESTIONS AND ANSWERS
The following are some questions that you may have regarding the Exchange Offers, the Consent Solicitations, the Prepackaged Plan, the merger and the related transactions and the answers to those questions. Bonanza Creek and HighPoint urge you to carefully read the entirety of this 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 Exchange Offers, the Consent Solicitations, the Prepackaged Plan, the merger and the related transactions.
Q:
Who is making the Exchange Offers?
A:
Bonanza Creek, the issuer of the Bonanza Creek Senior Notes and the Bonanza Creek common stock, is making the Exchange Offers.
Q:
What are the Exchange Offers?
A:
Bonanza Creek is offering to exchange shares of its common stock and newly issued senior notes of Bonanza Creek for any and all of the 2022 Notes and 2025 Notes of HighPoint OpCo. 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, each of which is subject to increase based on the level of participation in the Exchange Offers:

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 will consist of 9,314,214 shares of Bonanza Creek common stock and 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 Offers. 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 Offers. 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 “Description of the Exchange Offers and Consent Solicitations — Indicative Mix and Implied Value of Exchange Consideration.”
Q:
Who is soliciting Consents in the Consent Solicitations?
A:
HighPoint, parent guarantor of the HighPoint Senior Notes, is soliciting Consents in the Consent Solicitations on behalf of HighPoint OpCo.
Q:
What are the Consent Solicitations?
A:
In connection with the Exchange Offers, HighPoint is soliciting, on behalf of HighPoint OpCo, Consents from all holders of the HighPoint Senior Notes to adopt the Proposed Amendments to the HighPoint Indentures. The Proposed Amendments include (i) the Change of Control Amendment, which excludes the transactions from the definition of Change of Control in the HighPoint Indentures, and (ii) the Other Indenture Amendments, which eliminate the majority of the restrictive covenants and certain events of default from the HighPoint Indentures. For additional information regarding the Consent Solicitations, see “Description of the Exchange Offers and Consent Solicitations — The Consent Solicitations.”
Q:
Why is Bonanza Creek making the Exchange Offers, and why is HighPoint making the Consent Solicitations?
A:
Bonanza Creek is making the Exchange Offers and HighPoint is soliciting the Consents in connection
 
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with Bonanza Creek’s proposed acquisition of HighPoint through the merger. The Exchange Offers and the Consent Solicitations are being conducted in an effort to consummate the merger without filing the HighPoint Chapter 11 cases. Completion of the merger out of court requires, among other things, the separate approvals of both the Bonanza Creek stockholders and the HighPoint stockholders, the satisfaction of the Minimum Participation Condition with respect to the Exchange Offers and the effectiveness of the Proposed Amendments solicited in the Consent Solicitations. Successful consummation of the Exchange Offers will reduce the post-merger combined senior unsecured indebtedness of Bonanza Creek from $625 million aggregate principal amount of HighPoint Senior Notes to $100 million aggregate principal amount of Bonanza Creek Senior Notes (and the related guarantees) plus the principal amount of any HighPoint Senior Notes that remain outstanding. The Proposed Amendments will amend the HighPoint Indentures to exclude the transactions from the definition of a “Change of Control” and to eliminate a majority of the restrictive covenants with respect to any HighPoint Senior Notes that remain outstanding. If the Minimum Participation Condition is not satisfied, the Proposed Amendments are not approved, or if majority 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 the Exchange Consideration. Concurrently with the Exchange Offers, Consent Solicitations, and stockholder solicitations, HighPoint is soliciting acceptances from its stockholders and holders of the HighPoint Senior Notes for the Prepackaged Plan.
Q:
What will I receive if I tender my HighPoint Senior Notes in the Exchange Offers and if I participate in the Consent Solicitations?
A:
Bonanza Creek is offering a combination of two types of consideration in the Exchange Offers, each of which is subject to the maximum aggregate amounts set forth below:

an aggregate of 9,314,214 shares of Bonanza Creek common stock; and

an aggregate principal amount of the 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 Offers.
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 Offers. The following table sets forth the minimum amounts of each type of consideration tendering holders will receive for each $1,000 principal amount of HighPoint Senior Notes tendered, the implied total value of the minimum consideration, and the consent fee payable in connection with the Change of Control Amendment.
Exchange Offer Consideration, Minimum Participation Condition and Consent Fee*
Title of Series of
HighPoint Senior Notes/
CUSIP/ISIN Numbers
Aggregate
Principal
Amount
Outstanding
Minimum Stock
Consideration per
$1,000 principal
amount of HighPoint
Senior Notes
tendered(1)
Minimum Notes
Consideration per
$1,000 principal
amount of HighPoint
Senior Notes
tendered(2)
Implied Total
Value of
Minimum
Exchange
Consideration(3)(4)
Minimum
Participation
Condition(5)
Change of
Control
Amendment
Consent
Fee(6)
7.0% Senior Notes
due 2022
06846NAD6 /
US06846NAD66
$ 350,000,000 14.90274240 $ 138.46153846 $ 490.76 97.5% $ 2.50
8.75% Senior Notes
due 2025
06846NAF1 /
US06846NAF15
$ 275,000,000 14.90274240 $ 138.46153846 $ 490.76 97.5% $ 2.50
*
Footnotes provided following the graph below.
 
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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. As a result of the proration of the Aggregate Exchange Consideration, tendering holders will receive additional shares of Bonanza Creek common stock, additional principal amounts of Bonanza Creek Senior Notes, or both, based on the principal amount of HighPoint Senior Notes tendered at or above the 97.5% minimum participation threshold. If less than 100% of HighPoint Senior Notes are validly tendered and accepted in the Exchange Offers, holders will receive additional shares of Bonanza Creek common stock upon proration of the aggregate Stock Consideration. If greater than 97.5% of HighPoint Senior Notes are validly tendered and accepted in the Exchange Offers, holders will receive a higher principal amount of Bonanza Creek Senior Notes upon proration of the aggregate Notes Consideration.
The following graph shows numerical examples of the mix of consideration holders would receive at specified participation levels between the minimum participation threshold of 97.5% and 100.0% participation.
Indicative Mix and Implied Value of Consideration
per $1,000 Principal Amount of HighPoint Senior Notes Tendered
[MISSING IMAGE: tm2038292d9-lc_mixvaluebw.jpg]
(1)
If less than 100% of HighPoint Senior Notes are validly tendered and accepted in the Exchange Offers, holders will receive additional shares of Bonanza Creek common stock upon proration of the aggregate Stock Consideration.
(2)
If greater than 97.5% of HighPoint Senior Notes are validly tendered and accepted in the Exchange Offers, holders will receive a higher principal amount of Bonanza Creek Senior Notes upon proration of the aggregate Notes Consideration. The aggregate Notes Consideration equals $100 million minus the outstanding aggregate principal amount of the HighPoint Senior Notes that are not validly tendered and accepted in the Exchange Offers. If 97.5% of the aggregate principal amount outstanding of HighPoint Senior Notes are exchanged in the Exchange Offers, $84,375,000 aggregate principal amount of Bonanza Creek Senior Notes will be issued and $15,625,000 aggregate principal amount of HighPoint Senior Notes will remain outstanding. If 100.0% of the aggregate principal amount outstanding of HighPoint Senior Notes are exchanged in the Exchange Offers, $100,000,000 aggregate principal amount of Bonanza Creek Senior Notes will be issued.
 
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(3)
Does not include accrued and unpaid interest to, but not including, the Settlement Date, which will be paid in cash on the Settlement Date to holders of HighPoint Senior Notes accepted for exchange in the Exchange Offers. If the Exchange Offers are not consummated and the exchange is effected through the Prepackaged Plan, no cash payment will be made for accrued and unpaid interest on the HighPoint Senior Notes.
(4)
Provided for illustrative purposes only. Value of Bonanza Creek common stock calculated based on the closing price per share of Bonanza Creek common stock of $23.64 on February 5, 2021 as quoted on the New York Stock Exchange.
(5)
The Exchange Offers are subject to the condition that not less than 97.5% of each series of the HighPoint Senior Notes is validly tendered in the Exchange Offers. See “— Conditions to the Exchange Offers and Consent Solicitations.”
(6)
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.
Q:
Will I be paid the accrued and unpaid interest on my HighPoint Senior Notes accepted for exchange on the Settlement Date?
A:
Holders of the HighPoint Senior Notes accepted for exchange in the Exchange Offers 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 Settlement Date. If the Exchange Offers are not consummated and the exchange is effected through the Prepackaged Plan, no cash payment will be made for accrued and unpaid interest on the HighPoint Senior Notes. Interest on the Bonanza Creek Senior Notes will accrue from the Settlement Date.
Q:
How important is my participation in the Exchange Offers?
A:
Your participation in the Exchange Offers is very important and you are encouraged to tender your HighPoint Senior Notes in the Exchange Offers as soon as possible. Your decision to tender or not tender your HighPoint Senior Notes in the Exchange Offers will have a direct effect on whether the Minimum Participation Condition is satisfied and whether the merger can be consummated outside of court. If the Minimum Participation Condition is not satisfied, the Exchange Offers will not be consummated and Bonanza Creek and HighPoint will seek to complete the merger through the Prepackaged Plan if the conditions to the Prepackaged Plan are satisfied.
Please see “What are the primary costs, disadvantages and advantages of consummating the transaction through the Prepackaged Plan rather than outside of court?” in this section for further detail on the consequences of not completing the merger and Exchange Offers outside of court.
Please see “Risk Factors — Risks Relating to the Non-Exchanging Holders of the HighPoint Senior Notes” for further detail on the consequences of choosing not to participate in the Exchange Offers and Consent Solicitations.
Q:
What are the consequences of not participating in an Exchange Offer and the Consent Solicitations?
A:
If you do not exchange your HighPoint Senior Notes in the Exchange Offers, and if the Exchange Offers are successful, you will remain a creditor of HighPoint, and you will not become a creditor of Bonanza Creek. HighPoint OpCo, HighPoint and the other guarantors of the HighPoint Senior Notes will be wholly-owned subsidiaries of Bonanza Creek following the merger, but Bonanza Creek and its existing subsidiaries will not guarantee the HighPoint Senior Notes. Therefore, holders of HighPoint Senior Notes will have no recourse to Bonanza Creek or to its existing subsidiaries or their assets in the event of a default under the indentures governing the HighPoint Senior Notes. In addition, the Proposed Amendments will become operative on or before the Settlement Date and will eliminate the majority of the restrictive covenants and certain events of default in the HighPoint Indentures. The elimination or modification of the covenants and other provisions in the HighPoint Indentures as contemplated by the Proposed Amendments would, among other things, permit Bonanza Creek to take actions that could increase the credit risk associated with the HighPoint Senior Notes and might adversely affect the liquidity or market price of the HighPoint Senior Notes or otherwise be adverse to the interests of the holders of the HighPoint Senior Notes. Additionally, the trading market for any
 
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remaining HighPoint Senior Notes may be more limited than it is at present, and the smaller outstanding principal amount may make the trading market of any remaining HighPoint Senior Notes more volatile. Furthermore, if the Minimum Participation Condition is not satisfied, the Exchange Offers will not be completed and the merger cannot be consummated outside of bankruptcy. If the Exchange Offers are not successful and the Requisite Conditions to the Prepackaged Plan are satisfied, HighPoint intends to file the HighPoint Chapter 11 cases to consummate the merger through the Prepackaged Plan, in which case all HighPoint Senior Notes would be canceled in exchange for Bonanza Creek common stock and the Bonanza Creek Senior Notes, as set forth in the Prepackaged Plan. However, even if the Prepackaged Plan is approved, the results of a HighPoint Chapter 11 filing cannot be predicted with certainty and holders of HighPoint Senior Notes may receive less consideration for their HighPoint Senior Notes than what Bonanza Creek is offering in the Exchange Offers. In addition, if the other conditions to the merger are not satisfied, including the Bonanza Creek Shareholder Consent (as defined in the merger agreement) and the HighPoint Shareholder Consent (as defined in the merger agreement), the merger agreement may be terminated and HighPoint may be required to seek other means to restructure in or out of bankruptcy. See “Risk Factors — Risks Relating to the Non-Exchanging Holders of the HighPoint Senior Notes.”
Q:
What amount of HighPoint Senior Notes is Bonanza Creek seeking in the Exchange Offers?
A:
Bonanza Creek is seeking to exchange any and all of the $625,000,000 aggregate principal amount of the outstanding HighPoint Senior Notes in the Exchange Offers.
Q:
How do the HighPoint Senior Notes differ from the Bonanza Creek Senior Notes to be issued in the Exchange Offer?
A:
The HighPoint Senior Notes are the obligations solely of HighPoint and its subsidiaries, and are subject to the terms included in the applicable HighPoint Indenture. The Bonanza Creek Senior Notes will be the obligations solely of Bonanza Creek and certain subsidiary guarantors, including HighPoint, and will be governed by an indenture to be entered into by Bonanza Creek and the Bonanza Creek Senior Notes Trustee on the Settlement Date (the “Bonanza Creek Senior Notes Indenture”). The HighPoint Indentures and the Bonanza Creek Senior Notes Indenture differ in certain respects, including the applicable covenants, merger and consolidation terms and events of default. See “Description of the Differences Between the HighPoint Senior Notes and the Bonanza Creek Senior Notes” for a description of the differences between the indentures. Furthermore if the Proposed Amendments are approved and become effective, they will amend the HighPoint Indentures in such a way that will result in terms that are less restrictive and afford reduced protections to remaining holders that do not elect to exchange in the Exchange Offer compared to those currently in place and those applicable to the Bonanza Creek Senior Notes. See “The Proposed Amendments” for a description of the Proposed Amendments to the HighPoint Indentures.
Q:
What will be the ranking of the Bonanza Creek Senior Notes?
A:
The Bonanza Creek Senior Notes and guarantees will constitute senior unsecured obligations of Bonanza Creek. They will rank equal in right of payment with all of Bonanza Creek’s and its guarantors’ existing and future senior unsecured indebtedness, including any HighPoint Senior Notes that remain outstanding after the Settlement Date (however, such HighPoint Senior Notes that remain outstanding will not have the benefit of guarantees from any of Bonanza Creek or Bonanza Creek’s current subsidiaries); senior in right of payment to all of Bonanza Creek’s and its guarantors’ future subordinated indebtedness; effectively subordinated to Bonanza Creek’s and its guarantors’ existing and future secured indebtedness, including indebtedness under the Bonanza Creek Credit Facility, to the extent of the value of the assets securing such indebtedness; and effectively junior to all of the indebtedness and other liabilities, including trade payables, of any subsidiaries that are designated unrestricted subsidiaries pursuant to the terms of the Bonanza Creek Senior Notes Indenture. See “Description of the Bonanza Creek Senior Notes — Brief Description of the Notes and the Subsidiary Guarantees.”
 
17

 
Q:
Will the Bonanza Creek Senior Notes be freely tradable?
A:
Yes. The Bonanza Creek Senior Notes are being issued in a transaction registered under the Securities Act on a registration statement of which this Prospectus forms a part. The consummation of the Exchange Offers is conditioned on the SEC declaring this registration statement effective (which cannot be waived).
Q:
Will the Bonanza Creek Senior Notes be listed on an exchange?
A:
Bonanza Creek has not applied and does not intend to apply for listing of the Bonanza Creek Senior Notes on any exchange.
Q:
What do I need to do now?
A:
After you have carefully read and considered the information contained in, attached to or incorporated by reference into this Prospectus, please ensure that you contact your custodial entity as soon as possible to give them sufficient time to meet the applicable requested deadline. Beneficial owners are urged to appropriately instruct their commercial bank, broker, custodian or other nominee well in advance of the Expiration Deadline, and in any event, not less than five business days prior to the Expiration Deadline, in order to allow adequate processing time for their instruction. Tendering HighPoint Senior Notes through ATOP does not constitute a vote on the Prepackaged Plan. In order to vote on the Prepackaged Plan, holders of HighPoint Senior Notes must vote in accordance with the instructions contained in the Beneficial Ballot or provide instructions to their respective nominees in accordance with the instructions contained in the Master Ballot.
For additional information on procedures for tendering, please see “Description of the Exchange Offers and Consent Solicitations — Procedures for Tendering.”
For additional information on procedures for voting on the Prepackaged Plan, please see “Description of the Prepackaged Plan — Procedures for Voting on the Prepackaged Plan.”
Q:
Are there any risks that I should consider as holder of HighPoint Senior Notes in deciding whether or not to participate in the Exchange Offers and Consent Solicitations or vote on the Prepackaged Plan?
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 Prospectus.
Q:
How can I deliver Consents in the Consent Solicitations?
A:
If you tender HighPoint Senior Notes in an Exchange Offer, you will be deemed to deliver your Consent to the Proposed Amendment for the corresponding HighPoint Indenture with respect to the principal amount of such tendered HighPoint Senior Notes. Holders of HighPoint Senior Notes may not validly tender HighPoint Senior Notes in an Exchange Offer without delivering a Consent in the corresponding Consent Solicitation and may not deliver a Consent in a Consent Solicitation without tendering HighPoint Senior Notes in the corresponding Exchange Offer. Consents delivered in the Consent Solicitations are irrevocable.
Q:
May I tender only a portion of the HighPoint Senior Notes that I hold?
A:
Yes. You may tender any portion of the HighPoint Senior Notes that you hold, provided that if you tender less than all of your HighPoint Senior Notes, you should ensure that you retain a principal amount of HighPoint Senior Notes amounting to at least the minimum denomination equal to $2,000. Furthermore, if you tender an amount of HighPoint Senior Notes that results in the issuance of less than $2,000 principal amount of Bonanza Creek Senior Notes, then the Exchange Consideration you receive will consist of only the pro rata shares of Bonanza Creek common stock and the Change of Control Amendment Consent Fee with respect to such tender of HighPoint Senior Notes, but no Bonanza Creek Senior Notes will be issued in exchange therefor.
 
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Q:
What is the minimum amount of HighPoint Senior Notes required to be tendered in the Exchange Offers?
A:
The Exchange Offers are conditioned upon the valid tender of HighPoint Senior Notes of at least 97.5% of the aggregate principal amount of each series of the HighPoint Senior Notes outstanding.
Q:
What are the conditions to the Exchange Offers and Consent Solicitations?
A:
Bonanza Creek’s obligations under the Exchange Offers are subject to the satisfaction, amendment or waiver of certain conditions, including (i) the Minimum Participation Condition; (ii) the Merger Condition and (iii) the General Conditions. See “Description of the Exchange Offers and Consent Solicitations — Conditions to the Exchange Offers and Consent Solicitations.”
Q:
Will Bonanza Creek accept all tenders of HighPoint Senior Notes?
A:
Subject to the satisfaction or, where permitted, waiver of the conditions to the Exchange Offers, Bonanza Creek will accept for exchange any and all HighPoint Senior Notes that have been validly tendered in the Exchange Offers before the Expiration Deadline.
Q:
What will Bonanza Creek do with the HighPoint Senior Notes accepted for exchange in the Exchange Offers?
A:
The HighPoint Senior Notes surrendered in connection with the Exchange Offers and accepted for exchange will be retired or cancelled at Bonanza Creek’s option and will not be reissued.
Q:
Who may participate in the Exchange Offers?
A:
All holders of the HighPoint Senior Notes may participate in the Exchange Offers.
Q:
When will Bonanza Creek issue the Bonanza Creek Senior Notes?
A:
Assuming the conditions to the Exchange Offers are satisfied or, where permitted, waived, Bonanza Creek will issue the Bonanza Creek Senior Notes in book-entry form on the Settlement Date.
Q:
What Consents are required to effect the Proposed Amendments to the HighPoint Indentures?
A:
The Consents of the holders of a majority of the aggregate principal amount of each series of the HighPoint Senior Notes outstanding will be required in order to effectuate the Proposed Amendments to each of the HighPoint Indentures (the “Requisite Consents”). 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 upon satisfaction of the Minimum Participation Condition and, in the case of the Other Indenture Amendments, concurrently with the settlement of the Exchange Offers on the Settlement Date, subject to satisfaction or waiver of the conditions to the Exchange Offers.
Q:
When will the Proposed Amendments become operative?
A:
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 OpCo will enter into the applicable Supplemental Indentures 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, concurrently with the settlement of the Exchange Offers on the Settlement Date, subject to satisfaction or waiver of the conditions to the Exchange Offers. Upon satisfaction of the Minimum Participation Condition, HighPoint will pay consenting holders the Change of Control Amendment Consent Fee. If for any reason an Exchange Offer is not completed, the Proposed Amendments to the corresponding HighPoint Indenture for that series will not become operative with respect to the related HighPoint Senior Notes and the HighPoint Senior Notes will be subject to the same terms and conditions as existed before the Exchange Offers were made; provided, however, that if the Minimum Participation Condition has been satisfied and HighPoint has paid the Change of Control Amendment Consent Fee, the Change of Control Amendment will remain operative with respect to the related HighPoint Senior Notes.
 
19

 
Q:
When will the Exchange Offers expire?
A:
The Exchange Offers and Consent Solicitations will expire at 5:00 p.m., New York City time, on March 11, 2021, unless extended with respect to an Exchange Offer and the corresponding Consent Solicitation pursuant to the terms of the merger agreement and the Transaction Support Agreement, in which case the Expiration Deadline will be the latest date and time to which such Exchange Offers are extended. See “Description of the Exchange Offers and Consent Solicitations — Expiration Deadline; Extensions; Amendments; Termination.”
Q:
Can I withdraw my HighPoint Senior Notes after I tender them? Can I revoke the Consent related to my HighPoint Senior Notes after I deliver it?
A:
Holders of HighPoint Senior Notes who tender HighPoint Senior Notes in the Exchange Offers will not have withdrawal rights except in the limited circumstances described below. If Bonanza Creek (i) changes the aggregate Stock Consideration or the aggregate Notes Consideration, (ii) changes the formula for determining the proration of Exchange Consideration with respect to each $1,000 principal amount of HighPoint Senior Notes tendered, (iii) reduces the Minimum Participation Condition, or (iv) reduces the principal amount of HighPoint Senior Notes subject to the Exchange Offer, then previously tendered HighPoint Senior Notes may be validly withdrawn within five business days after the date that notice of such change or permitted withdrawal is first published or given or sent to holders of the HighPoint Senior Notes by Bonanza Creek. See “Description of the Exchange Offers and Consent Solicitations — Withdrawal of Tenders and Revocation of Consents.”
Q:
How do I exchange my HighPoint Senior Notes if I am a beneficial owner of HighPoint Senior Notes held by a custodial entity, such as a commercial bank, broker, dealer, trust company or other nominee? Will the record holder exchange my HighPoint Senior Notes for me?
A:
If you are a holder of HighPoint Senior Notes and wish to participate in the Exchange Offers and Consent Solicitations and your HighPoint Senior Notes are held by a custodial entity, such as a commercial bank, broker, dealer, trust company or other nominee, you must instruct that custodial entity to tender your HighPoint Senior Notes on your behalf pursuant to the procedures of that custodial entity. Please ensure that you contact your custodial entity as soon as possible to give them sufficient time to meet your requested deadline. Beneficial owners are urged to appropriately instruct their commercial bank, broker, custodian or other nominee well in advance of the Expiration Deadline, and in any event, not less than five business days prior to the Expiration Deadline, in order to allow adequate processing time for their instruction.
Custodial entities that are participants in DTC must tender HighPoint Senior Notes through ATOP, which is maintained by DTC. No letter of transmittal is required for tenders through ATOP. Tenders through any other method will require a letter of transmittal for the Exchange Offers and Consent Solicitations. Bonanza Creek has not provided guaranteed delivery procedures in conjunction with the Exchange Offers and Consent Solicitations.
Tendering HighPoint Senior Notes through ATOP does not constitute a vote on the Prepackaged Plan. Holders of HighPoint Senior Notes must submit a Beneficial Ballot, or if a nominee, a Master Ballot (as applicable), so that it is actually received by the Voting Agent prior to the Voting Deadline in order for such vote to be counted. Please see “Procedures for Voting on the Prepackaged Plan.”
Q:
Will I have to pay any fees or commissions if I tender my HighPoint Senior Notes for exchange in the Exchange Offers?
A:
You will not be required to pay any fees or commissions to Bonanza Creek, HighPoint, HighPoint OpCo, the Exchange Agent or the Information Agent in connection with the Exchange Offers. If you hold HighPoint Senior Notes through a broker, dealer, commercial bank, trust company or other nominee that tenders your HighPoint Senior Notes on your behalf, your broker or other nominee may charge you a commission for doing so. You should consult your broker, dealer, commercial bank, trust company or other nominee to determine whether any charges will apply.
 
20

 
Q:
Will a holder recognize gain or loss on the exchange of HighPoint Senior Notes for Bonanza Creek Senior Notes?
A:
A U.S. holder (as defined in “Material United States Federal Income Tax Consequences”) that tenders HighPoint Senior Notes in exchange for Bonanza Creek Senior Notes and Bonanza Creek common stock will generally recognize taxable gain or loss for U.S. federal income tax purposes. See “Material United States Federal Income Tax Consequences — U.S. Federal Income Tax Consequences to Exchanging and Consenting U.S. Holders of HighPoint Senior Notes — Exchange Offers — Taxable Exchange.”
Q:
What will be the U.S. federal income tax treatment of holders who do not tender their HighPoint Senior Notes pursuant to the Exchange Offers nor consent to the Proposed Amendments?
A:
Although the U.S. federal income tax treatment is not free from doubt, Bonanza Creek and HighPoint intend to take the position that the implementation of the Proposed Amendments do not result in a deemed exchange of HighPoint Senior Notes for U.S. federal income tax purposes. Based on the foregoing position, a non-participating holder’s adjusted tax basis, holding period and market discount (if any) with respect to the HighPoint Senior Notes should remain unchanged following the adoption of the Proposed Amendments. See “Material United States Federal Income Tax Consequences — U.S. Federal Income Tax Consequences to Non-Participating Holders.”
Q:
Is any recommendation being made about the Exchange Offers and the Consent Solicitations?
A:
None of Bonanza Creek, HighPoint, HighPoint OpCo or the HighPoint Senior Notes Trustee or the Bonanza Creek Senior Notes Trustee, the Exchange Agent, the Information Agent, the HPR Consenting Noteholders or any of their affiliates, makes any recommendation as to whether you should exchange HighPoint Senior Notes for Bonanza Creek Senior Notes and Bonanza Creek common stock in response to the Exchange Offers and Consent Solicitations, and no one has been authorized by any of them to make such a recommendation.
Q:
What is the Form of Registration Rights Agreement?
A:
The Form of Registration Rights Agreement is that certain agreed upon form of registration rights agreement between Bonanza Creek and Franklin pursuant to which, among other things and subject to certain restrictions, upon Franklin’s request, Bonanza Creek will be required to file with the SEC a registration statement on Form S-3 registering for resale the shares of Bonanza Creek common stock issued to Franklin in the merger and to conduct certain underwritten offerings. The Registration Rights Agreement will also provide Franklin with customary piggyback registration rights. Additionally, pursuant to the Registration Rights Agreement, Franklin will agree to certain restrictions on sales of Bonanza Creek common stock. The Registration Rights Agreement shall be executed, delivered and become effective at the effective time of the merger agreement and shall not become effective if the merger agreement is terminated prior to the consummation of the transactions contemplated thereby.
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 Offers 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 Minimum Participation Condition is not satisfied and the conditions to filing the Prepackaged Plan
 
21

 
have been satisfied. A copy of the Prepackaged Plan is attached to this document as Annex I. For a more detailed description of the Prepackaged Plan, see the HighPoint disclosure statement attached to this document as Annex H.
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 Bonanza Creek and HighPoint’s existing stockholders and the holders of HighPoint Senior Notes would own approximately 32% of the issued and outstanding shares of Bonanza Creek. 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 Bonanza Creek while participating holders of HighPoint Senior Notes would own approximately 30.4% of Bonanza Creek 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 Bonanza Creek board and Bonanza Creek management 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.
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:
Will the shares of Bonanza Creek common stock received at the time of completion of the transactions be traded on an exchange?
A:
Yes. Bonanza Creek intends to apply for listing of the shares of Bonanza Creek common stock issuable to holders of HighPoint Senior Notes in connection with the Exchange Offers on the NYSE.
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’s stockholders, including the ability to consummate the transactions without satisfying the Minimum Participation Condition with respect to the Exchange Offers.
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 and confirmation of the Prepackaged Plan if it receives the affirmative vote of the requisite majority of holders of HighPoint Senior Notes, and at least two-thirds of the
 
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aggregate principal amount of HighPoint Senior Notes, that vote on the Prepackaged Plan and the Bankruptcy Court confirms the Prepackaged Plan. See “Risk Factors — Risks Relating to the Prepackaged Plan and Other Bankruptcy Law Considerations.”
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” 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’s 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.
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 holders of the HighPoint Senior Notes votes to accept the Prepackaged Plan and the Bankruptcy Court confirms such plan. See “Risk Factors — Risks Relating to the Prepackaged Plan and Other Bankruptcy Law Considerations.”
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 Offers 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:
How important is my vote on the Prepackaged Plan?
A:
Approval of the Prepackaged Plan by the holders of HighPoint Senior Notes requires the affirmative vote of the majority of holders of HighPoint Senior Notes, and at least two-thirds of the aggregate principal amount of HighPoint Senior Notes, that vote on the Prepackaged Plan. If the HighPoint stockholders do not approve the HighPoint Out-of-Court Proposal or the Minimum Participation Condition in the Exchange Offers is not satisfied (or waived), the merger cannot be consummated unless
 
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HighPoint files the HighPoint Chapter 11 cases, which HighPoint may elect not do if the requisite votes to accept the Prepackaged Plan are not obtained.
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 Offers on an out-of-court basis, subject to the other conditions set forth in the merger agreement.
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 for the Exchange Consideration 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 and the Exchange Offers 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 for the Exchange Consideration 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 Offers 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
 
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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.
A copy of the Prepackaged Plan is attached to this Prospectus as Annex I along with related solicitation materials for holders of the HighPoint Senior Notes.
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.
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.
Conditions include, with respect to the Prepackaged Plan, entry of an order of the Bankruptcy Court confirming the Prepackaged Plan, consummation of the merger, entry into an exit credit facility, and the receipt of all necessary consents and regulatory approvals, among others, and, with respect to the merger, the conditions described in “The Merger Agreement — Conditions to Completion of the Merger” and further described in “Risk Factors Relating to the Merger — The merger is subject to a number of conditions to the obligations of both Bonanza Creek and HighPoint to complete the merger, which, if not fulfilled, or not fulfilled in a timely manner, may delay completion of the merger or result in termination of the merger agreement.” The conditions precedent to the Prepackaged Plan and merger may not all be satisfied or waived, in which case, the merger may not be completed and it is unclear in which manner HighPoint would reorganize their business and what, if anything, Holders of HighPoint Claims/Interests would ultimately receive in any such possible reorganization.
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:
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.
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.”
 
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Q:
To whom should I direct any questions?
A:
Questions concerning procedures relating to the Exchange Offers, Consent Solicitations or Plan Solicitation and requests for additional copies of this Prospectus should be directed to the Information Agent:
HighPoint Resources Corporation
c/o Epiq Corporate Restructuring LLC
By Mail or Hand:
10300 SW Allen Boulevard
Beaverton, OR 97005
Call (Toll-Free): (855) 914-4726
Call (International): (503) 520-4495
By E-mail:
tabulation@epiqglobal.com
Referencing “HighPoint Resources” in the subject line
 
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SUMMARY
The following summary highlights selected information described in more detail elsewhere in this Prospectus and the documents attached to or incorporated by reference into this Prospectus and may not contain all the information that may be important to you. To understand the Exchange Offers, the Consent Solicitations, the Prepackaged Plan and the merger more fully, and to obtain a more complete description of the legal terms of the merger agreement, the Prepackaged Plan and the agreements related thereto, you should carefully read this entire document, including the annexes attached hereto 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 Prospectus. See “Where You Can Find More Information.”
HighPoint Resources Corporation
HighPoint is a Denver, CO-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 Prospectus as Annexes J, K, L and M. 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 Subsidiary Guarantors
Initially, all of Bonanza Creek’s subsidiaries will be guarantors of the Bonanza Creek Senior Notes. Each of Bonanza Creek’s subsidiaries is directly or indirectly wholly owned by Bonanza Creek and each subsidiary other than Merger Sub is 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. Other than Merger Sub, each of Bonanza Creek’s subsidiaries is a Delaware limited liability company with its principal
 
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executive office located at c/o Bonanza Creek Energy, Inc., 410 17th Street, Suite 1400, Denver, CO 80202 and its telephone number (720) 440-6100.
Following the consummation of the merger and the related transactions, HighPoint and each of its subsidiaries will become wholly owned subsidiaries of Bonanza Creek and will guarantee the Bonanza Creek Senior Notes.
The Merger
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 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.”
Bonanza Creek and HighPoint will each hold special meetings of their respective stockholders in connection with the transactions. At the Bonanza Creek special meeting, Bonanza Creek stockholders will be asked to vote on the share issuance proposal to approve the Share Issuance. 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. At the HighPoint special meeting, HighPoint stockholders will be asked to vote on the HighPoint Merger Proposal. Approval of the HighPoint Merger 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. If the HighPoint Merger Proposal is not approved by the HighPoint stockholders, the merger may still be consummated through the HighPoint Chapter 11 cases, subject to the satisfaction, amendment or waiver of the other closing conditions in the merger agreement.
The Exchange Offers
Bonanza Creek is offering to exchange (i) 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 Offers. 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) 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 Offers. 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 “Description of the Exchange Offers and Consent Solicitations — Exchange Consideration, Interest and Change of Control Amendment Consent Fee.”
 
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The Consent Solicitation
In connection with the Exchange Offers, HighPoint is soliciting, on behalf of HighPoint OpCo, Consents from all holders of the HighPoint Senior Notes to adopt the Proposed Amendments to the HighPoint Indentures. The Proposed Amendments include (i) the Change of Control Amendment, which excludes the transactions from the definition of Change of Control in the HighPoint Indentures, and (ii) the Other Indenture Amendments, which eliminate the majority of the restrictive covenants and certain events of default from the HighPoint Indentures. For additional information regarding the Consent Solicitations, see “Description of the Exchange Offers and Consent Solicitations — The Consent Solicitations.”
The Prepackaged Plan (Annex I) and the Plan Solicitation
Through the Plan Solicitation, HighPoint is soliciting votes from the holders of HighPoint Senior Notes to accept or reject the Prepackaged Plan. 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 Offers 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 Minimum Participation Condition is not satisfied and the conditions to filing the Prepackaged Plan have been satisfied. A copy of the Prepackaged Plan is attached to this document as Annex I. For a more detailed description of the Prepackaged Plan, see the HighPoint disclosure statement attached to this document as Annex H.
The Transaction Support Agreement (Annex G)
Concurrently with the execution and delivery of the merger agreement, HighPoint entered the Transaction Support Agreement with certain of its affiliates, the HPR Consenting Noteholders (as defined in the Transaction Support Agreement), which hold at least 77% of the aggregate outstanding principal amount of the 2022 Notes and 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 equity interests of HighPoint. Pursuant to the Transaction Support Agreement, the HPR Consenting Noteholders agreed to (i) tender all of their HighPoint Senior Notes in the Exchange Offers, (ii) vote their respective Company Claims/Interests (as defined in the Transaction Support Agreement) 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, 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 Offers, (ii) the obligation by the HPR Consenting Noteholders to vote their respective Company Claims/Interests to accept the Prepackaged Plan, and (iii) certain representations and warranties of the HPR Consenting Noteholders.
The Form of Registration Rights Agreement (Annex B)
Concurrently with the execution and delivery of the merger agreement, Bonanza Creek and Franklin agreed upon the Form of Registration Rights Agreement pursuant to which, among other things and subject to certain restrictions, upon Franklin’s request, Bonanza Creek will be required to file with the SEC a registration statement on Form S-3 registering for resale the shares of Bonanza Creek common stock issued to Franklin in the merger and to conduct certain underwritten offerings. The Registration Rights Agreement will also provide Franklin with customary piggyback registration rights. Additionally, pursuant
 
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to the Registration Rights Agreement, Franklin will agree to certain restrictions on sales of Bonanza Creek common stock. The Registration Rights Agreement will be executed, delivered and become effective at the effective time of the merger agreement and will not become effective if the merger agreement is terminated prior to the consummation of the transactions contemplated thereby.
Board of Directors and Management of Bonanza Creek Following Completion of the Merger
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
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. Holders of the HighPoint Senior Notes do not have any appraisal or dissenters’ rights in connection with the Exchange Offers and Consent Solicitations.
Accounting Treatment of the Merger
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.
U.S. Federal Income Tax Consequences
For a discussion of the material U.S. federal income tax consequences of the Exchange Offers and the Consent Solicitations, see “Material United States Federal Income Tax Consequences.”
Regulatory Approvals
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 Exchange Offers, Bonanza Creek has filed a registration statement with the SEC under the Securities Act, of which this Prospectus forms a part, that must be declared effective by the
 
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SEC and pursuant to which the issuance of shares of Bonanza Creek common stock and Bonanza Creek Senior Notes issuable as Exchange Consideration upon the effective time will be registered with the SEC.
Listing of Bonanza Creek Common Stock
The Bonanza Creek common stock is listed on the NYSE under the symbol “BCEI.” Bonanza Creek intends to apply for listing of the shares of Bonanza Creek common stock issuable to holders of HighPoint Senior Notes in connection with the Exchange Offers on the NYSE. The HighPoint Senior Notes are not, and the Bonanza Creek Senior Notes will not be, listed on any securities exchange.
Conditions to Completion of the Merger
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 Prospectus and the joint proxy statement/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 Other Indenture Amendments Operative Date and the Change of Control Amendment Operative Date shall have each occurred or (ii) the confirmation order shall have been entered confirming the Prepackaged Plan and all conditions to the effective time 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 obligations of HighPoint and Bonanza Creek to effect the merger are also subject to the satisfaction, or waiver by the other party, of certain additional conditions described in “The Merger Agreement — Conditions to Completion of the Merger.”
The obligations of Bonanza Creek to consummate the merger is subject to the satisfaction (or waiver exclusively by Bonanza Creek, to the extent permissible under applicable laws) of certain conditions, including that Bonanza Creek has procured senior secured debt financing on terms reasonably acceptable to Bonanza Creek with aggregate available commitments (drawn and undrawn, collectively) of not less than $250,000,000 in principal amount as of the effective time.
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.
 
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Termination of the Merger Agreement
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 under certain other circumstances described in “The Merger Agreement — Termination of the Merger Agreement”.
The merger agreement requires Bonanza Creek to pay HighPoint a termination fee of $15 million and reimburse HighPoint for the $6 million transaction expense fee previously paid if the merger agreement is terminated under certain circumstances. 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 merger agreement is terminated under certain circumstances. In no event shall Bonanza Creek or HighPoint be required to pay the termination fee on more than one occasion. If one party receives payment of expenses (as described below ), then the amount of the termination fee payable to such party will be reduced by such 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 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. See “The Merger Agreement — Expenses and Termination Fees Relating to the Termination of the Merger Agreement.”
Completion of the Merger
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 Offers 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
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
 
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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.
Description of the Differences Between the HighPoint Senior Notes and the Bonanza Creek Senior Notes
Holders of HighPoint Senior Notes receiving Bonanza Creek Senior Notes in connection with the Exchange Offers will have different rights once they become holders of Bonanza Creek Senior Notes due to differences between the terms of the indentures governing the HighPoint Senior Notes and the Bonanza Creek Senior Notes. These differences are described in more detail in “Description of the Differences Between the HighPoint Senior Notes and the Bonanza Creek Senior Notes.” Furthermore, the Proposed Amendments, if approved, will amend the HighPoint Indentures in such a way that will result in terms that are less restrictive and afford reduced protections to remaining holders that do not elect to exchange in the Exchange Offer compared to those currently in place and those applicable to the Bonanza Creek Senior Notes. See “The Proposed Amendments” for a description of the amendments to the HighPoint Indentures
Risk Factors
Before deciding whether to participate in the Exchange Offers and the Consent Solicitations, or to vote in the Plan Solicitation, you should carefully consider all of the information contained in, attached to or incorporated by reference into this Prospectus, including the specific risk factors under the heading “Risk Factors.”
 
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THE EXCHANGE OFFERS AND CONSENT SOLICITATIONS
The following is a brief summary of certain terms of the Exchange Offers and Consent Solicitations. It may not contain all the information that is important to you. For additional information regarding the Exchange Offers, Consent Solicitations and the Bonanza Creek Senior Notes, see “Description of the Exchange Offers and Consent Solicitations” and “Description of the Bonanza Creek Senior Notes.”
Bonanza Creek Senior Notes Issuer
Bonanza Creek Energy, Inc., a Delaware corporation.
HighPoint Senior Notes Issuer
HighPoint Operating Corporation (f/k/a Bill Barrett Corporation) (“HighPoint OpCo”), a Delaware corporation.
Bonanza Creek Senior Notes Offered
An aggregate principal amount of 7.5% Senior Notes due 2026 equal to $100,000,000 minus the total principal amount of HighPoint Senior Notes not validly tendered and accepted in the Exchange Offers.
Bonanza Creek Common Stock Offered
An aggregate of 9,314,214 shares of Bonanza Creek common stock, par value $0.01 per share.
Exchange Offers by Bonanza Creek
Bonanza Creek is offering all holders of the HighPoint Senior Notes to exchange any and all of the HighPoint Senior Notes for the Exchange Consideration set forth below. Holders of the HighPoint Senior Notes accepted for exchange in the Exchange Offers 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 Settlement Date. If the Exchange Offers are not consummated and the exchange is effected through the Prepackaged Plan, no cash payment will be made for accrued and unpaid interest on the HighPoint Senior Notes. Interest on the Bonanza Creek Senior Notes will accrue from the Settlement Date. See “Description of the Exchange Offers and Consent Solicitations.”
Exchange Consideration
Bonanza Creek is offering a combination of two types of consideration in the Exchange Offers, each of which is subject to the maximum aggregate amounts set forth below:

an aggregate of 9,314,214 shares of Bonanza Creek common stock; and

an aggregate principal amount of the 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 Offers. As a result, the aggregate Notes Consideration will vary based on the principal amount of HighPoint Senior Notes tendered.
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 Offers. The Exchange Consideration per $1,000 principal amount of HighPoint Senior Notes accepted for exchange will be at least equal to the following minimum amounts of each type of Exchange Consideration, which is subject to increase based on the level of participation in the Exchange Offers and subject to adjustment for fractional shares and minimum denominations:
 
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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); and

$138.46153846 principal amount of new Bonanza Creek Senior Notes.
As a result of the proration of the Aggregate Exchange Consideration, tendering holders will receive additional shares of Bonanza Creek common stock, additional principal amounts of Bonanza Creek Senior Notes, or both, based on the principal amount of HighPoint Senior Notes tendered at or above the 97.5% minimum participation threshold. If less than 100% of HighPoint Senior Notes are validly tendered and accepted in the Exchange Offers, holders will receive additional shares of Bonanza Creek common stock upon proration of the aggregate Stock Consideration. If greater than 97.5% of HighPoint Senior Notes are validly tendered and accepted in the Exchange Offers, holders will receive a higher principal amount of Bonanza Creek Senior Notes upon proration of the aggregate Notes Consideration.
Please see “Description of the Exchange Offers and Consent Solicitations — Indicative Mix and Implied Value of Exchange Consideration” for additional numerical examples of the mix of consideration holders would receive at specified participation levels at and between the minimum participation threshold of 97.5% and 100.0% participation. In addition, holders of HighPoint Senior Notes may visit https://dm.epiq11.com/HighPoint to review information about the principal amount of HighPoint Senior Notes that have been tendered, the calculation of the mix of consideration holders would receive at those tendered amounts, and the implied total value of that consideration. The information contained in that website is not part of this Prospectus.
See “Description of the Exchange Offers and Consent Solicitations — Exchange Consideration, Interest and Change of Control Amendment Consent Fee” for more detail regarding the Exchange Consideration.
Denomination
Pursuant to the Exchange Offers, calculations of share amounts for the Exchange Consideration will be rounded down with respect to each holder to the nearest whole share, and no fractional shares of Bonanza Creek common stock will be issued for the HighPoint Senior Notes. Calculations of principal amounts for Bonanza Creek Senior Notes for the Exchange Consideration will be rounded down with respect to each holder to the nearest amount that is equal to $2,000 and integral multiples of $1,000 in excess thereof and no additional shares of Bonanza Creek common stock will be issued or payment made in compensation for such adjustments.
Consent Solicitations by HighPoint
In connection with the Exchange Offers, HighPoint is soliciting, on behalf of HighPoint OpCo, Consents from all holders of the HighPoint Senior Notes to adopt the Proposed Amendments to the HighPoint Indentures. If you tender HighPoint Senior Notes in an Exchange Offer, you will be deemed to deliver your Consent to the Proposed Amendment for the corresponding HighPoint Indenture with respect to the principal amount of such tendered
 
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HighPoint Senior Notes. Holders of HighPoint Senior Notes may not validly tender HighPoint Senior Notes in an Exchange Offer without delivering a Consent in the corresponding Consent Solicitation and may not deliver a consent in a Consent Solicitation without tendering HighPoint Senior Notes in the corresponding Exchange Offer. Consents submitted in the Consent Solicitation delivered in the Consent Solicitations will be irrevocable.
Proposed Amendments
The Proposed Amendments include (i) the Change of Control Amendment, which excludes the transactions from the definition of Change of Control in the HighPoint Indentures, and (ii) the Other Indenture Amendments, which eliminate the majority of the restrictive covenants and certain events of default from the HighPoint Indentures.
Supplemental Indentures; Change of Control Amendment Consent Fee
Upon receipt of the Consent of the holders of a majority of the aggregate principal amount of a series of HighPoint Senior Notes outstanding (the “Requisite Consents”), HighPoint will enter into the applicable Supplemental Indentures 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, concurrently with the settlement of the Exchange Offers on the Settlement Date, subject to satisfaction or waiver of the conditions to the Exchange Offers. Upon satisfaction of the Minimum Participation Condition, HighPoint will pay consenting holders the Change of Control Amendment Consent Fee.
If the Proposed Amendments are approved and effected with respect to a HighPoint Indenture, they will be binding on all holders of the related HighPoint Senior Notes, including those who do not deliver their Consent to the Proposed Amendments and do not tender their HighPoint Senior Notes in the Exchange Offers. If for any reason an Exchange Offer is not completed, the Proposed Amendments to the corresponding HighPoint Indenture for that series will not become operative with respect to the related HighPoint Senior Notes and the HighPoint Senior Notes will be subject to the same terms and conditions as existed before the Exchange Offers were made; provided, however, that if the Minimum Participation Condition has been satisfied and HighPoint has paid the Change of Control Amendment Consent Fee, the Change of Control Amendment will remain operative with respect to the related HighPoint Senior Notes. See “Description of the Exchange Offers and Consent Solicitations — Withdrawal of Tenders and Revocation of Consents.”
HighPoint Senior Notes
Waivers
Holders of HighPoint Senior Notes who tender into the Exchange Offers will also be required to accept the HighPoint Senior Notes Waivers, which waive, among other things, any existing defaults on or with respect to the HighPoint Senior Notes that may be modified or eliminated by majority vote of the HighPoint Senior Notes and any rights to rescind their acceptance of the Exchange Offers after the Expiration Deadline.
 
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Expiration Deadline
The Exchange Offers and Consent Solicitations will expire at 5:00 p.m., New York City time, on March 11, 2021, unless extended with respect to an Exchange Offer and the corresponding Consent Solicitation.
Settlement Date
On the effective time of the merger, which is expected to occur promptly following the satisfaction or waiver of the closing conditions in the merger agreement and assuming that the conditions to the Exchange Offers are satisfied or, where permitted, waived, not later than on the third business day following the Expiration Deadline.
Withdrawal of Tenders and Revocation of Consents
Holders of HighPoint Senior Notes who tender HighPoint Senior Notes in the Exchange Offers will not have withdrawal rights except in the limited circumstances described below. If Bonanza Creek (i) changes the aggregate Stock Consideration or the aggregate Notes Consideration, (ii) changes the formula for determining the proration of Exchange Consideration with respect to each $1,000 principal amount of HighPoint Senior Notes tendered, (iii) reduces the Minimum Participation Condition, or (iv) reduces the principal amount of HighPoint Senior Notes subject to the Exchange Offer, then previously tendered HighPoint Senior Notes may be validly withdrawn within five business days after the date that notice of such change or permitted withdrawal is first published or given or sent to holders of the HighPoint Senior Notes by Bonanza Creek. Consents delivered in the Consent Solicitation will be irrevocable. See “Description of the Exchange Offers and Consent Solicitations — Withdrawal of Tenders and Revocation of Consents.”
Conditions to the Exchange Offers and Consent
Solicitation
Bonanza Creek’s obligations under the Exchange Offers are subject to the satisfaction, amendment or waiver of certain conditions, including (i) the Minimum Participation Condition; (ii) the Merger Condition and (iii) the General Conditions. See “Description of the Exchange Offers and Consent Solicitations — Conditions to the Exchange Offers and Consent Solicitations.”
Form of Registration Rights Agreement
The Form of Registration Rights Agreement is that certain agreed upon form of registration rights agreement between Bonanza Creek and Franklin pursuant to which, among other things and subject to certain restrictions, upon Franklin’s request, Bonanza Creek will be required to file with the SEC a registration statement on Form S-3 registering for resale the shares of Bonanza Creek common stock issued to Franklin in the merger and to conduct certain underwritten offerings. The Registration Rights Agreement will provide Franklin with customary piggyback registration rights. Additionally, pursuant to the Registration Rights Agreement, Franklin will agree to certain restrictions on sales of Bonanza Creek common stock. The Registration Rights Agreement will be executed, delivered and become effective at the effective time of the merger agreement and will not become effective if the merger agreement is terminated prior to the consummation of the transactions contemplated thereby.
 
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Termination; Extension; Amendment
Bonanza Creek and HighPoint may, at any time prior to the Expiration Deadline, amend the Exchange Conditions with respect to one or both of the Exchange Offers and waive any of the General Conditions (except the condition that the registration statement of which this Prospectus forms a part has been declared effective by the SEC), in each case, pursuant to the terms of, and subject to the amendment provisions set forth in, the merger agreement and the Transaction Support Agreement, as each may be amended from time to time, and subject to applicable law. Any waiver of a condition or amendment of a term by Bonanza Creek and HighPoint with respect to an Exchange Offer will automatically waive such condition or amend such term with respect to the corresponding Consent Solicitation, as applicable. Bonanza Creek and HighPoint may waive the conditions or amend the terms of either Exchange Offer without waiving the conditions or amending the terms of the other Exchange Offer. For additional information, See “Description of the Exchange Offers and Consent Solicitations — Expiration Deadline; Extensions; Amendments; Termination.”
Procedures for Tendering
If you are a holder of HighPoint Senior Notes and wish to participate in the Exchange Offers and Consent Solicitations and your HighPoint Senior Notes are held by a custodial entity, such as a commercial bank, broker, dealer, trust company or other nominee, you must instruct that custodial entity to tender your HighPoint Senior Notes on your behalf pursuant to the procedures of that custodial entity. Please ensure that you contact your custodial entity as soon as possible to give them sufficient time to meet the deadline. Beneficial owners are urged to appropriately instruct their commercial bank, broker, custodian or other nominee well in advance of the Expiration Deadline, and in any event, not less than five business days prior to the Expiration Deadline in order to allow adequate processing time for their instruction.
Custodial entities that are participants in DTC must tender HighPoint Senior Notes through ATOP, which is maintained by DTC. No letter of transmittal is required for tenders through ATOP. Tenders through any other methods will require a letter of transmittal for the Exchange Offers and Consent Solicitations. Bonanza Creek has not provided guaranteed delivery procedures in conjunction with the Exchange Offers and Consent Solicitations.
Consequences of Failure to Exchange
If you do not exchange your HighPoint Senior Notes in the Exchange Offers, and if the Exchange Offers are successful, you will remain a creditor of HighPoint, and you will not become a creditor of Bonanza Creek. HighPoint OpCo, HighPoint and the other guarantors of the HighPoint Senior Notes will be wholly-owned subsidiaries of Bonanza Creek following the merger, but Bonanza Creek and its existing subsidiaries will not guarantee the HighPoint Senior Notes. Therefore, holders of HighPoint Senior Notes will have no recourse to Bonanza Creek or to its existing subsidiaries or their assets in the event of a default under the indentures governing the HighPoint Senior Notes. In addition, the Proposed Amendments will become operative on or before the Settlement Date and will eliminate the majority of the restrictive covenants and certain events of default in the HighPoint Indentures.
 
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The elimination or modification of the covenants and other provisions in the HighPoint Indentures as contemplated by the Proposed Amendments would, among other things, permit Bonanza Creek to take actions that could increase the credit risk associated with the HighPoint Senior Notes and might adversely affect the liquidity or market price of the HighPoint Senior Notes or otherwise be adverse to the interests of the holders of the HighPoint Senior Notes. 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. Accordingly, HighPoint will not file periodic reports or information with the SEC or, if the Proposed Amendments become operative, with the HighPoint Senior Notes Trustee or any holders of the HighPoint Senior Notes.
In addition, if the Proposed Amendments to the HighPoint Senior Notes become operative, those Proposed Amendments will apply to all HighPoint Senior Notes that are not exchanged in an Exchange Offer, even though the holders of such remaining HighPoint Senior Notes did not consent to the Proposed Amendments. Thereafter, all such HighPoint Senior Notes will be subject to the terms of the applicable Supplemental Indentures, which will be less restrictive and afford reduced protections to any remaining holders of HighPoint Senior Notes compared to those currently in place and those applicable to the Bonanza Creek Senior Notes.
Additionally, the trading market for any remaining HighPoint Senior Notes may be more limited than it is at present, and the smaller outstanding principal amount may make the trading market of any remaining HighPoint Senior Notes more volatile. As of the date hereof, $350 million aggregate principal amount of the 2022 Notes and $275 million aggregate principal amount of the 2025 Notes are outstanding. If the Minimum Participation Condition is satisfied, no more than 2.5% of each series of HighPoint Senior Notes will remain outstanding, or a maximum of $8.750 million aggregate principal amount of the 2022 Notes and $6.875 million aggregate principal amount of the 2025 Notes. Consequently, the liquidity, market value and price of HighPoint Senior Notes that remain outstanding may be materially and adversely affected. Therefore, if your HighPoint Senior Notes are not tendered and accepted in an Exchange Offer, it may become more difficult for you to sell or transfer your unexchanged HighPoint Senior Notes.
Furthermore, if the Minimum Participation Condition is not satisfied or waived or amended in accordance with the terms of the merger agreement and Transaction Support Agreement, the Exchange Offers will not be completed and the merger cannot be consummated outside of bankruptcy. If the Exchange Offers are not successful and the Requisite Conditions to the Prepackaged Plan are satisfied, HighPoint intends to file the HighPoint Chapter 11 cases to consummate the merger and the exchange of HighPoint Senior Notes for the Exchange Consideration through the Prepackaged Plan, in which case all HighPoint Senior Notes would be canceled in exchange for Bonanza Creek common stock and the Bonanza Creek Senior Notes, as set forth in the Prepackaged Plan. However, even if the Prepackaged Plan is approved, the results of a HighPoint Chapter 11 filing cannot be predicted with certainty and holders of HighPoint Senior Notes may receive less consideration
 
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for their HighPoint Senior Notes than what Bonanza Creek is offering in the Exchange Offers. In addition, if the other conditions to the merger are not satisfied, including the Bonanza Creek Shareholder Consent and the HighPoint Shareholder Consent, the merger agreement may be terminated and HighPoint may be required to seek other means to restructure in or out of bankruptcy.
See “Risk Factors — Risks Relating to the Non-Exchanging Holders of the HighPoint Senior Notes.”
Brokerage Fees and
Commissions
No brokerage fees or commissions are payable by the holders of the HighPoint Senior Notes to the Exchange Agent or the Information Agent, Bonanza Creek, HighPoint or HighPoint OpCo in connection with the Exchange Offers and Consent Solicitations. If a tendering holder handles the transaction through its broker, dealer, commercial bank, trust company or other institution, that holder may be required to pay brokerage fees or commissions.
U.S. Federal Income Tax Consequences
For a discussion of the material U.S. federal income tax consequences of the Exchange Offers, Consent Solicitations and the ownership and disposition of any Bonanza Creek Senior Notes and Bonanza Creek common stock received pursuant to the Exchange Offers, see “Material United States Federal Income Tax Consequences.”
Use of Proceeds
None of Bonanza Creek, HighPoint or HighPoint OpCo will receive any cash proceeds from the Exchange Offers and Consent Solicitations or the issuance of the Bonanza Creek Senior Notes and the Bonanza Creek common stock. See “Use of Proceeds.”
Exchange Agent and Information Agent
Epiq is serving as the Exchange Agent and Information Agent in connection with the Exchange Offers and Consent Solicitations. The address and telephone numbers of Epiq are listed on the back cover of this Prospectus.
No Recommendation
None of Bonanza Creek, HighPoint, HighPoint OpCo, the HighPoint Senior Notes Trustee, the Bonanza Creek Senior Notes Trustee, the Exchange Agent, the Information Agent, the HPR Consenting Noteholders or any of their affiliates, makes any recommendation as to whether you should exchange HighPoint Senior Notes for Bonanza Creek Senior Notes and Bonanza Creek common stock in response to the Exchange Offers or deliver Consents in the Consent Solicitations, and no one has been authorized by any of them to make such a recommendation.
Further Information
Questions or requests for assistance related to the Exchange Offers and Consent Solicitations or for additional copies of this Prospectus may be directed to the Information Agent at its telephone numbers and address listed on the back cover page of this Prospectus. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offers and Consent Solicitations. The contact information for the Exchange Agent is set forth on the back cover page of this Prospectus. See also “Where You Can Find More Information.”
 
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SUMMARY OF THE TERMS OF THE BONANZA CREEK SENIOR NOTES
The following is a brief summary of certain terms of the Bonanza Creek Senior Notes. It may not contain all the information that is important to you. For additional information regarding the Bonanza Creek Senior Notes, see “Description of the Bonanza Creek Senior Notes.”
Issuer
Bonanza Creek Energy, Inc., a Delaware corporation.
Securities
Up to $100,000,000 aggregate principal amount of 7.50% Senior Notes due 2026.
Maturity
April 30, 2026.
Interest
7.50%. The Bonanza Creek Senior Notes offered by this Prospectus will pay interest semi-annually in cash in arrears on April 30 and October 31 of each year, beginning on October 31, 2021.
Guarantees
The Bonanza Creek Senior Notes will be fully and unconditionally guaranteed, jointly and severally, on a senior basis by each restricted subsidiary that guarantees a credit facility of Bonanza Creek. Initially, all of Bonanza Creek’s subsidiaries will be guarantors of the Bonanza Creek Senior Notes. Following the consummation of the merger and the related transactions, HighPoint and each of its subsidiaries will become wholly owned subsidiaries of Bonanza Creek and will guarantee the Bonanza Creek Senior Notes.
Ranking
The Bonanza Creek Senior Notes and guarantees will constitute senior unsecured obligations of Bonanza Creek. They will rank:

equal in right of payment with all of Bonanza Creek’s and its guarantors’ existing and future senior indebtedness, including any HighPoint Senior Notes that remain outstanding after the Settlement Date;

senior in right of payment to all of Bonanza Creek’s and its guarantors’ future subordinated indebtedness;

effectively subordinated to Bonanza Creek’s and its guarantors’ existing and future secured indebtedness, including indebtedness under the Bonanza Creek Credit Facility, to the extent of the value of the assets securing such indebtedness; and

effectively junior to all of the indebtedness and other liabilities, including trade payables, of any subsidiaries that do not guarantee the Bonanza Creek Senior Notes and any subsidiaries that are designated unrestricted subsidiaries pursuant to the terms of the Bonanza Creek Senior Notes Indenture.
Optional Redemption
Bonanza Creek may, at its option, redeem some or all of the Bonanza Creek Senior Notes at any time or from time to time on or after April 30, 2022, at 100% of the principal amount thereof. Prior to such time, Bonanza Creek may, at its option, redeem some or all of the Bonanza Creek Senior Notes at any time or from time to time at 107.5% of the principal amount thereof. See “Description of the Bonanza Creek Senior Notes — Optional Redemption.”
Mandatory Offer to
Repurchase
If a specified change of control occurs, subject to certain conditions, Bonanza Creek must make an offer to purchase the Bonanza Creek Senior Notes at a purchase price of 101% of the principal amount of the notes, plus accrued and unpaid interest to the date of the purchase. See “Description of the Bonanza Creek Senior Notes — Change of Control.”
 
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Certain asset dispositions will be triggering events that may require Bonanza Creek to use the net proceeds from those asset dispositions to make an offer to purchase the Bonanza Creek Senior Notes at 100% of their principal amount, together with accrued and unpaid interest, if any, to the date of purchase if those proceeds are not otherwise used within 360 days to repay indebtedness or to invest in replacement assets or assets related to Bonanza Creek’s business, capital stock of a restricted subsidiary or other specified investments. Bonanza Creek Senior Notes will be repurchased pro rata if the net proceeds from those asset dispositions are not sufficient to purchase all the new notes. See “Description of the Bonanza Creek Senior Notes — Certain Covenants — Limitation on Asset Sales.”
Bonanza Creek may not have sufficient funds or the terms of its other debt may prevent it from purchasing the Bonanza Creek Senior Notes upon a change of control or asset disposition.
Certain Covenants
The indenture governing the Bonanza Creek Senior Notes, among other things, will limit the ability of Bonanza Creek and its restricted subsidiaries to:

incur additional indebtedness and issue preferred stock;

pay dividends or make other distributions in respect of Bonanza Creek common stock;

make other restricted payments and investments;

create liens;

restrict distributions or other payments from Bonanza Creek’s restricted subsidiaries;

sell assets, including capital stock of restricted subsidiaries;

merge or consolidate with other entities; and

enter into transactions with affiliates.
These covenants are subject to a number of important qualifications and limitations. See “Description of the Bonanza Creek Senior Notes — Certain Covenants.”
Absence of Established
Market
The Bonanza Creek Senior Notes will be new securities for which there is currently no market. Bonanza Creek cannot assure you that a liquid market for the Bonanza Creek Senior Notes will develop or be maintained. Bonanza Creek does not intend to apply for a listing of the notes on any securities exchange or for the inclusion of the Bonanza Creek Senior Notes on any automated dealer quotation system.
Trustee
U.S. Bank National Association
Risk Factors
Investing in the Bonanza Creek Senior Notes involves substantial risk. You should carefully consider the risk factors set forth or cross-referenced in the sections entitled “Risk Factors” and the other information contained in this Prospectus and the documents incorporated by reference herein, prior to making an investment in the Bonanza Creek Senior Notes.
 
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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 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 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 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 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 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 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 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 Prospectus. For additional information, see the section entitled “Where You Can Find More Information.”
 
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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 Prospectus as Annexes J and L, 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 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 Prospectus. For additional information, see the section entitled “Where You Can Find More Information.” 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.
(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.
 
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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.” 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” and the related notes thereto included in this Prospectus. For additional information, see the section entitled “Where You Can Find More Information.”
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
 
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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.” 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 Prospectus. For additional information, see the section entitled “Where You Can Find More Information.”
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.
 
47

 
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.
 
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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 Prospectus, and with the unaudited pro forma combined financial statements included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements”. For additional information, see the section entitled “Where You Can Find More Information.”
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
$ $ $ $
As of and for the
Year Ended December 31, 2019
Bonanza
Creek
Historical
HighPoint
Historical
Bonanza
Creek
Pro Forma
Combined
Pro Forma
Equivalent
HighPoint(1)
Net income (loss) per common share
Basic
$ 3.25 $ (32.04) $ 12.85 $ 1.46
Diluted
$ 3.24 $ (32.04) $ 12.82 $ 1.46
Book Value Per Share(2)
$ 45.37 $ 253.50
Cash Dividends Per Share
$ $ $ $
(1)
Pro forma equivalent per common share amounts were determined using the pro forma combined per common share data multiplied by 0.114 (the unadjusted exchange ratio).
(2)
Pro forma combined net book value per common share and pro forma equivalent net book value per common share as of December 31, 2019, are not meaningful as the estimated pro forma adjustments were calculated as of September 30, 2020.
 
49

 
MARKET PRICE INFORMATION
Bonanza Creek common stock is listed on the NYSE under the symbol “BCEI.” HighPoint’s common stock is listed on the NYSE under the symbol “HPR.”
The high and low trading prices for the Bonanza Creek’s common stock as of November 6, 2020, the last trading day immediately before the public announcement of the merger, were $18.03 and $15.88, respectively. The high and low trading prices for the HighPoint common stock as of November 6, 2020, the last trading day immediately before the public announcement of the merger, were $5.98 and $5.40, respectively.
As of February 1, 2021, the last date before the date of this Prospectus for which it was practicable to obtain this information, there were 20,839,227 shares of Bonanza Creek common stock outstanding and 4,305,075 shares of HighPoint common stock outstanding.
Because the number of shares of Bonanza Creek common stock to be issued as merger consideration to HighPoint stockholders will not be adjusted for changes in the market price of either Bonanza Creek common stock or HighPoint common stock, the market value of Bonanza Creek common stock that HighPoint stockholders will have the right to receive on the date the merger is completed may vary significantly from the market value of the Bonanza Creek common stock that HighPoint stockholders would receive if the merger were completed on the date of this Prospectus.
The following table sets forth the closing sale price per share of Bonanza Creek common stock as reported on the NYSE and the closing sale price per share of HighPoint common stock as reported on the NYSE, in each case on November 6, 2020, the last trading day before the public announcement of the parties entering into the merger agreement, and on February 5, 2021, the last practicable trading day prior to the mailing of this Prospectus. The table also shows the estimated implied value of the merger consideration proposed for each share of HighPoint common stock as of the same two dates. The implied value was calculated by multiplying the NYSE closing price of a share of Bonanza Creek common stock on the relevant date by the unadjusted exchange ratio of 0.114 shares of Bonanza Creek common stock for each share of HighPoint common stock. The actual exchange ratio will be dependent on the number of shares of Bonanza Creek common stock outstanding on the effective time.
Bonanza Creek
Common Stock
Closing Price
HighPoint
Common Stock
Closing Price
Unadjusted
Exchange
Ratio
Implied
Per Share
Value of
Merger
Consideration
November 6, 2020
$ 16.08 $ 5.47