EXTRACTION OIL & GAS, INC. Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Credit Agreement
On
The Amendment, among other things, extends the deadline to meet certain minimum hedging requirements in light of Company's previously announced merger combination with Bonanza Creek Energy, Inc. ("BCEI"). The Amendment also contains customary representations, warranties and agreements by the Company and each Guarantor.
The foregoing description is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated into this Current Report on Form 8-K by reference.
Item 2.03 Creation of a Direct Financial Obligation.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
No Offer or Solicitation
This communication relates to a proposed business combination transaction (the "Transaction") between XOG and BCEI. This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, with respect to the Transaction or otherwise, nor shall there be any sale, issuance or transfer of the securities referred to in this document in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Important Additional Information
In connection with the Transaction, XOG and BCEI intend to file materials with
the
Investors and security holders will be able to obtain free copies of the
Registration Statement and Joint Proxy Statement, as each may be amended from
time to time, and other relevant documents filed by XOG and BCEI with the
Participants in the Solicitation
XOG, BCEI, and their respective directors and certain of their executive
officers and other members of management and employees may be deemed, under
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of XOG is included in its Annual Report on Form 10-K/A filed with the
Forward-Looking Statements and Cautionary Statements
Certain statements contained in this Current Report on Form 8-K constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act, as amended, and Section 21E of the Exchange Act. All statements, other than statements of historical facts, included herein concerning, among other things, the Transaction, any statements regarding the expected timetable for completing the Transaction, the results, effects, benefits and synergies of the Transaction, future opportunities for the combined company, future financial performance and condition, guidance and any other statements regarding XOG's or BCEI's future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are "forward-looking" statements based on assumptions currently believed to be valid. These forward-looking statements are identified by their use of terms and phrases such as "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. Specific forward-looking statements include statements regarding XOG and BCEI's plans and expectations with respect to the Transaction and the anticipated impact of the Transaction on the combined company's results of operations, financial position, growth opportunities and competitive position. 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.
These forward-looking statements involve significant risks and uncertainties
that could cause actual results to differ materially from those anticipated,
including, but not limited to, the possibility that shareholders of BCEI may not
approve the issuance of new shares of BCEI common stock in the Transaction or
that shareholders of XOG may not approve the merger agreement; the risk that a
condition to closing of the Transaction may not be satisfied, that either party
may terminate the merger agreement or that the closing of the Transaction might
be delayed or not occur at all; potential adverse reactions or changes to
business or employee relationships, including those resulting from the
announcement or completion of the transaction; the diversion of management time
on transaction-related issues; the ultimate timing, outcome and results of
integrating the operations of XOG and BCEI; the effects of the business
combination of XOG and BCEI, including the combined company's future financial
condition, results of operations, strategy and plans; the ability of the
combined company to realize anticipated synergies in the timeframe expected or
at all; changes in capital markets and the ability of the combined company to
finance operations in the manner expected; regulatory approval of the
transaction; the effects of commodity prices; the risks of oil and gas
activities; and the fact that operating costs and business disruption may be
greater than expected following the public announcement or consummation of the
Transaction. Expectations regarding business outlook, including changes in
revenue, pricing, capital expenditures, cash flow generation, strategies for our
operations, oil and natural gas market conditions, legal, economic and
regulatory conditions, and environmental matters are only forecasts regarding
these matters. Additional factors that could cause results to differ materially
from those described above can be found in XOG's Annual Report on Form 10-K for
the year ended
All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither XOG nor BCEI assumes any obligation to 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.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Amendment No. 3 to Credit Agreement, dated May 28, 2021 , by and among the
Company, as borrower, certain subsidiaries of the Company, as guarantors, the
lenders party thereto and Wells Fargo Bank, National Association , as
administrative agent for the Lenders and as issuing lender.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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