Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Credit Agreement
On September 21, 2021, Extraction Oil & Gas, Inc. (the "Company" or "XOG")
entered into that certain Amendment No. 4 to the Credit Agreement (the
"Amendment"), which amends that certain Credit Agreement, dated January 20, 2021
(as amended and modified, the "Credit Agreement"), by and among the Company, as
borrower, certain subsidiaries of the Company, as guarantors (the "Guarantors"),
the lenders party thereto (the "Lenders") and Wells Fargo Bank, National
Association, as administrative agent for the Lenders and as issuing lender.
The Amendment, among other things, further 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 merger transactions between BCEI and XOG (the "XOG
Merger") and between BCEI, CPPIB Crestone Peak Resources America Inc. ("Crestone
Peak") and XOG (the "Crestone Peak Merger" and together with the XOG Merger, the
"Mergers" or the "Transactions"). This communication is for informational
purposes only and does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy any securities or a solicitation of any vote or
approval, in any jurisdiction, with respect to the Transactions 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. Offers of securities with respect to the XOG
Merger shall be made only by means of a prospectus meeting the requirements of
Section 10 of the Securities Act. BCEI intends to issue the merger consideration
in connection with the Crestone Peak Merger in reliance on the exemptions from
registration requirements under the Securities Act, pursuant to Section 4(a)(2)
thereof.
Important Additional Information
In connection with the Transactions, BCEI and XOG have filed materials with the
Securities and Exchange Commission (the "SEC"), including (1) a joint proxy
statement in preliminary form (the "Joint Proxy Statement") and (2) a
Registration Statement on Form S-4, Registration No. 333-257882, with respect to
the XOG Merger (the "Registration Statement"), of which the Joint Proxy
Statement is a part. After the Registration Statement is declared effective by
the SEC, BCEI and XOG intend to send a definitive form of the Joint Proxy
Statement to the shareholders of BCEI and the shareholders of XOG. These
documents are not substitutes for the Joint Proxy Statement or Registration
Statement or for any other document that BCEI or XOG may file with the SEC and
send to BCEI's shareholders or XOG's shareholders in connection with the
Transactions. INVESTORS AND SECURITY HOLDERS OF BCEI AND XOG ARE URGED TO
CAREFULLY AND THOROUGHLY READ THE JOINT PROXY STATEMENT AND THE REGISTRATION
STATEMENT, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER
RELEVANT DOCUMENTS FILED BY BCEI AND XOG WITH THE SEC, WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BCEI, XOG,
CRESTONE PEAK, THE TRANSACTIONS, THE RISKS RELATED THERETO AND RELATED MATTERS.
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 BCEI and XOG with the SEC
(when they become available) through the website maintained by the SEC at
www.sec.gov. Copies of documents filed with the SEC by BCEI will be available
free of charge from BCEI's website at www.bonanzacrk.com under the "Investor
Relations" tab or by contacting BCEI's Investor Relations Department at (720)
225-6679 or slandreth@bonanzacrk.com. Copies of documents filed with the SEC by
XOG will be available free of charge from
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XOG's website at www.extractionog.com under the "Investor Relations" tab or by
contacting XOG's Investor Relations Department at (720) 974-7773 or
ir@extractionog.com.
Participants in the Solicitation
BCEI, XOG and their respective directors and certain of their executive officers
and other members of management and employees may be deemed, under SEC rules, to
be participants in the solicitation of proxies from BCEI's shareholders and
XOG's shareholders in connection with the Transactions. Information regarding
the executive officers and directors of BCEI is included in its definitive proxy
statement for its 2021 annual meeting filed with the SEC on April 28, 2021.
Information regarding the executive officers and directors of XOG is included in
its Annual Report on Form 10-K/A filed with the SEC on April 30, 2021.
Additional information regarding the persons who may be deemed participants and
their direct and indirect interests, by security holdings or otherwise, will be
set forth in the Registration Statement, Joint Proxy Statement and other
materials when they are filed with the SEC in connection with the Transactions.
Free copies of these documents may be obtained as described in the paragraphs
above.
Forward-Looking Statements and Cautionary Statements
Certain statements in this document concerning the Transactions, including any
statements regarding the combined company's expected credit facility, expected
timetable for completing the Transactions, the results, effects, benefits and
synergies of the Transactions, future opportunities for the combined company,
future financial performance and condition, guidance and any other statements
regarding BCEI's, XOG's or Crestone Peak'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. 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
BCEI, XOG's and Crestone Peak's plans and expectations with respect to the
Transactions and the anticipated impact of the Transactions 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 Transactions or
that shareholders of XOG may not approve that certain Agreement and Plan of
Merger, dated May 9, 2021, by and among BCEI, Raptor Eagle Merger Sub, Inc., a
Delaware corporation and a wholly owned subsidiary of BCEI, and XOG (the "XOG
Merger Agreement"); the risk that a condition to closing of the Transactions may
not be satisfied, that either party may terminate the XOG Merger Agreement or
that certain Agreement and Plan of Merger, dated June 6, 2021, by and among
BCEI, Raptor Condor Merger Sub 1, Inc., a Delaware corporation and a wholly
owned subsidiary of BCEI, Raptor Condor Merger Sub 2, LLC, a Delaware limited
liability company and a wholly owned subsidiary of BCEI, Crestone Peak Resources
LP, a Delaware limited partnership ("CPR"), Crestone Peak, and XOG (the
"Crestone Peak Merger Agreement") or that the closing of the Transactions 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 BCEI, XOG and Crestone Peak; the effects of the
business combination of BCEI, XOG and Crestone Peak, 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 Transactions; 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 Transactions. 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 BCEI's Annual Report on Form 10-K for the year
ended December 31, 2020 and in its subsequently filed Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2021, each of which is on file
with the SEC and available from BCEI's website at www.bonanzacrk.com under the
"Investor Relations" tab, and in other documents BCEI files with the SEC, and in
XOG's Annual Report on Form 10-K for the year ended December 31, 2020 and in its
subsequently filed
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amended Annual Report on Form 10-K/A and Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2021, each of which is on file with the SEC and
available from XOG's website at www.extractionog.com under the "Investor
Relations" tab, and in other documents XOG files with the SEC.
All forward-looking statements speak only as of the date they are made and are
based on information available at that time. Neither BCEI nor XOG 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Amendment No. 4 to Credit Agreement, dated September 21, 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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