Bonanza Creek Energy, Inc. Announces Offering of $400 Million of New Senior Notes
October 05 2021 - 8:28PM
Bonanza Creek Energy, Inc. (“Bonanza Creek”) (NYSE: BCEI) announced
today that it has priced a private placement (the “Offering”) to
eligible purchasers under Rule 144A and Regulation S of the
Securities Act of 1933, as amended (the “Securities Act”) of $400.0
million in aggregate principal amount of new 5.000% senior notes
due 2026 (the “Notes”) at par. The Offering is expected to close on
or around October 13, 2021, subject to the satisfaction of
customary closing conditions.
Bonanza Creek expects to use the net proceeds from
the Offering, together with cash on hand, to repay all borrowings
outstanding under the CPPIB Crestone Peak Resources America Inc.
(“Crestone Peak”) credit facility, to repay borrowings under
Bonanza Creek’s credit facility and for general corporate purposes.
The Notes will be subject to a “special mandatory redemption” in
the event that the transactions contemplated by the Extraction Oil
& Gas Inc. (“Extraction”) merger agreement and the Crestone
Peak merger agreement are not consummated.
The Notes to be offered will not be registered
under the Securities Act or under any state or other securities
laws, and the Notes will be issued pursuant to an exemption
therefrom, and may not be offered or sold within the United States,
or to or for the account or benefit of any U.S. Person, absent
registration or an applicable exemption from registration
requirements.
The Notes are being offered only to persons who are
either reasonably believed to be “qualified institutional buyers”
under Rule 144A or who are non-“U.S. persons” under Regulation S as
defined under applicable securities laws.
This press release does not constitute an offer to
sell, a solicitation to buy or an offer to purchase or sell any
securities, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About Bonanza Creek Energy
Bonanza Creek Energy, Inc. 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. The
Company’s assets and operations are concentrated in rural,
unincorporated Weld County, Colorado, within the Denver-Julesburg
Basin, focused on the Niobrara and Codell formations. The Company’s
common shares are listed for trading on the New York Stock Exchange
under the symbol: “BCEI.”
Cautionary Statement Regarding
Forward-Looking Information
Certain statements in the foregoing, including
those that express belief, expectation or intention, are
“forward-looking” statements based on assumptions currently
believed to be valid. Forward-looking statements are all statements
other than statements of historical facts. The words “anticipate,”
“believe,” “ensure,” “expect,” “if,” “intend,” “estimate,”
“probable,” “project,” “forecasts,” “predict,” “outlook,” “aim,”
“will,” “could,” “should,” “would,” “potential,” “may,” “might,”
“anticipate,” “likely” “plan,” “positioned,” “strategy,” and
similar expressions or other words of similar meaning, and the
negatives thereof, are intended to identify forward-looking
statements. Specific forward-looking statements include statements
regarding Bonanza Creek’s plans and expectations with respect to
the Offering and the anticipated use of the proceeds from the
Offering. The forward-looking statements are intended to be subject
to the safe harbor provided by Section 27A of the Securities Act of
1933, Section 21E of the Securities Exchange Act of 1934 and the
Private Securities Litigation Reform Act of 1995.
Bonanza Creek cautions investors that any
forward-looking statements are subject to known and unknown risks
and uncertainties, many of which are outside Bonanza Creek’s
control, and which may cause actual results and future trends to
differ materially from those matters expressed in, or implied or
projected by, such forward-looking statements, which speak only as
of the date they are made. Investors are cautioned not to place
undue reliance on these forward-looking statements. Risks and
uncertainties that could cause actual results to differ from those
described in forward-looking statements include the following:
- the Extraction
merger agreement may be terminated in accordance with its terms and
the Extraction merger may not be completed;
- the Crestone Peak
merger agreement may be terminated in accordance with its terms and
the Crestone Peak merger may not be completed;
- Bonanza Creek
stockholders may not approve the Extraction share issuance proposal
or the Crestone Peak share issuance proposal;
- Extraction
stockholders may not approve the Extraction merger proposal;
- the parties may
not be able to satisfy the conditions to the completion of the
mergers in a timely manner or at all;
- the mergers may
not be accretive, and may be dilutive, to Bonanza Creek’s earnings
per share, which may negatively affect the market price of Bonanza
Creek common stock;
- Bonanza Creek,
Extraction and Crestone Peak may incur significant transaction and
other costs in connection with the mergers in excess of those
anticipated by Bonanza Creek, Extraction or Crestone Peak;
- the combined
company may fail to realize anticipated synergies or other benefits
expected from the mergers in the timeframe expected or at all;
- the ultimate
timing, outcome, and results of integrating the operations of
Extraction, Crestone Peak and Bonanza Creek;
- the mergers and
their announcement and/or completion could have an adverse effect
on business or employee relationships;
- the risk related
to disruption of management time from ongoing business operations
due to the mergers;
- the mergers may
disrupt current plans and operations that may harm Bonanza Creek’s,
Extraction’s or Crestone Peak’s respective businesses;
- the effects of the
business combination of Extraction, Crestone Peak and Bonanza
Creek, including the combined company’s future financial condition,
results of operations, strategy, and plans;
- changes in capital
markets and the ability of the combined company to finance
operations in the manner expected;
- regulatory
approval of the transactions;
- any litigation
relating to the mergers;
- risks to Bonanza
Creek’s, Extraction’s and Crestone Peak’s operating results and
businesses generally, including the volatility of oil and natural
gas prices and the uncertainty of estimates of oil and natural gas
reserves and the impact of a widespread outbreak of an illness,
such as the COVID-19 pandemic, and the other risks, contingencies
and uncertainties applicable to Bonanza Creek and Extraction
disclosed in Bonanza Creek’s and Extraction’s other filings with
the SEC; and
- the uncertainty of
the value of the Extraction merger consideration due to the fixed
exchange ratio and potential fluctuation in the market price of
Bonanza Creek common stock.
Additional factors that could cause results to
differ materially from those described above can be found under
Item 1A. “Risk Factors” and “Management’s Discussion and Analysis”
sections elsewhere in Bonanza Creek’s Annual Report on Form 10-K
for the year ended December 31, 2020, and subsequently filed
Quarterly Reports on Form 10-Q, each of which is on file with the
SEC.
All forward-looking statements speak only as of the
date they are made and are based on information available at the
time they were made. Bonanza Creek assumes no obligation to any
update forward-looking statements to reflect circumstances or
events that occur after the date the forward-looking statements
were made or to reflect the occurrence of unanticipated events
except as required by federal securities laws. As forward-looking
statements involve significant risks and uncertainties, caution
should be exercised against placing undue reliance on such
statements.
Additional Information and Where to Find
It
In connection with the proposed Crestone Peak and
Extraction mergers, Bonanza Creek has filed documents with the SEC,
including preliminary and definitive proxy statements relating to
the proposed mergers. The definitive proxy statement has been
mailed to Bonanza Creek shareholders in connection with the
proposed mergers. BEFORE PURCHASING ANY NOTES, INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY AND DEFINITIVE
PROXY STATEMENTS AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN
CONNECTION WITH THE PROPOSED MERGERS OR INCORPORATED BY REFERENCE
IN THE PROXY STATEMENT BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED MERGERS AND THEIR POTENTIAL IMPACT. Investors
and security holders may obtain free copies of these documents and
other related documents filed with the SEC at the SEC’s website at
www.sec.gov, and on Bonanza Creek’s website at www.bonanzacrk.com
under the “Investor Relations” tab.
For further information, please
contact:Scott LandrethSenior Director, Finance &
Investor Relations and
Treasurer720-225-6679slandreth@bonanzacrk.com
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