Bonanza Creek Energy, Inc. announces $ 400 offer
DENVER, Oct. 05, 2021 (GLOBE NEWSWIRE) – Bonanza Creek Energy, Inc. (“Bonanza Creek”) (NYSE: CBIE) announced today that it has priced a private placement (the “ Offer “) to eligible buyers under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the” Securities Act “) of $ 400.0 million in total principal of new senior notes at 5 000% maturing in 2026 (the “Notes”) at par. The Offer 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 of the Offering, together with cash on hand, to repay all outstanding borrowings under the Office Credit Facility Crestone Peak Resources America Inc. (“Crestone Peak”), to repay borrowings under the Bonanza Creek 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 Oil & Gas Inc. Merger Agreement (“Extraction”) and the Crestone Peak Merger Agreement are not completed. .
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 in the United States, or to or for the account or benefit of any person in the United States, in the absence of registration or an applicable exemption from the registration requirements.
The Notes are only offered to persons who are reasonably considered to be “qualified institutional buyers” under Rule 144A or who are not “US Persons” under Regulation S as defined by the laws of applicable securities.
This press release does not constitute an offer to sell, a solicitation to buy or an offer to buy or sell any securities, and there will be no sale of such securities in any state or jurisdiction in which such offering, solicitation or sale would be illegal. 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 gas company engaged in the acquisition, exploration, development and production of oil and associated liquid-rich natural gas in the Rocky Mountain region of the United States. The Company’s assets and operations are concentrated in the unincorporated rural county of Weld, Colo., In the Denver-Julesburg Basin, focused on the Niobrara and Codell formations. The Company’s common shares are listed on the New York Stock Exchange under the symbol: “CBIE”.
Caution regarding forward-looking information
Certain statements above, including those which express a 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 fact. The words “anticipate”, “believe”, “ensure”, “expect”, “if”, “intend”, “estimate”, “probable”, “project”, “foresee”, “predict” “,” Prospect “,” aim “,” will “,” could “,” should “,” should “,” possible “,” could “,” could “,” and similar expressions or other words of meaning Similar, and their negative aspects, 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 intended use of the proceeds from the offering. Forward-looking statements are intended to be subject to the safe harbor of 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 statement is subject to known and unknown risks and uncertainties, many of which are beyond Bonanza Creek’s control, and which may cause actual results and future trends to differ materially. those expressed, implied or proposed by these forward-looking statements, which speak only as of the date on which they are made. Investors are cautioned not to place undue reliance on these forward-looking statements. The risks and uncertainties that could cause actual results to differ from those described in forward-looking statements are as follows:
- 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 shareholders may not approve the proposed issue of Extraction shares or the proposed issue of Crestone Peak shares;
- The shareholders of Extraction cannot approve the proposed Extraction merger;
- the parties may not be able to meet the conditions for a merger on time or not at all;
- mergers may not be accretive, and may have a dilutive effect, on Bonanza Creek’s earnings per share, which may adversely affect the market price of Bonanza Creek common shares;
- Bonanza Creek, Extraction and Crestone Peak may incur transaction costs and other significant costs in connection with the mergers in excess of those anticipated by Bonanza Creek, Extraction or Crestone Peak;
- the combined company may not realize the expected synergies or other expected benefits of the mergers within the expected timeframe or may not realize at all;
- the timing, outcome and ultimate results of the integration of the mining operations, Crestone Peak and Bonanza Creek;
- mergers and their announcement and / or completion could have an adverse effect on business or employee relations;
- the risk associated with the disruption of the management time of ongoing business operations due to mergers;
- mergers may disrupt current plans and operations which may adversely affect the respective operations of Bonanza Creek, Extraction or Crestone Peak;
- the effects of the Mining, Crestone Peak and Bonanza Creek business combination, including the future financial condition of the combined company, results of operations, strategy and plans;
- developments in capital markets and the combined company’s ability to finance its operations as planned;
- regulatory approval of transactions;
- any merger litigation;
- risks to the results of operations and the businesses of Bonanza Creek, Extraction and Crestone Peak 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 generalized outbreak of a disease, such as the COVID -19 pandemic, and other risks, contingencies and uncertainties applicable to Bonanza Creek and Extraction disclosed in other documents filed by Bonanza Creek and Extraction with the SEC; and
- the uncertainty of the value of the mining merger consideration due to the fixed exchange ratio and the potential fluctuation in the market price of Bonanza Creek common stock.
Additional factors which could cause the results to differ materially from those described above can be found in section 1A. the “Risk Factors” and “Management Comments 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 deposited with the second.
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 update any 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 unforeseen events, except as required by them. federal securities laws. Because forward-looking statements involve significant risks and uncertainties, caution should be exercised and no undue reliance on such statements.
Additional information and where to find it
In connection with the proposed mergers between Crestone Peak and Extraction, Bonanza Creek has filed documents with the SEC, including preliminary and final proxy circulars relating to the proposed mergers. The definitive proxy circular was mailed to Bonanza Creek shareholders in connection with the proposed mergers. BEFORE PURCHASING TICKETS, INVESTORS AND HOLDERS OF SECURITIES ARE ADVISED TO READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS AND ANY OTHER DOCUMENTS FILED WITH THE SEC REGARDING PROPOSED MERGERS OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT OF PROXIES IMPORTANT INFORMATION AND THEIR POTENTIAL IMPACT. Investors and security holders can obtain free copies of these and other related documents filed with the SEC on the SEC website at www.sec.gov and on the Bonanza Creek website. at www.bonanzacrk.com under the “Investor Relations” tab.
For more information, please contact:
Senior Director, Finance and Investor Relations and Treasurer