EXTRACTION OIL & GAS, INC. : Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry Into a Material Definitive Agreement.

Contemporaneously with the Crestone Merger Effective Time, in connection with the Transactions, the Parent as borrower, JPMorgan Chase Bank, N.A., as the administrative agent (the "Administrative Agent"), and a syndicate of financial institutions, as lenders, entered into an Amended and Restated Credit Agreement, dated as of November 1, 2021 (the "New Credit Agreement") having an Aggregate Maximum Credit Amount (as defined in the New Credit Agreement) of $2.0 billion. The New Credit Agreement, among other things: (i) increases the aggregate elected commitments to from $400.0 million to $800.0 million, (ii) increases the available borrowing base from $500.0 million to $1.0 billion, (iii) extends the maturity date of the New Credit Agreement to November 1, 2025 and (iv) amends the borrowing base adjustment provisions such that, between borrowing base determinations, downward adjustments related to the incurrence of certain permitted indebtedness will only take into account such indebtedness that exceeds $500.0 million through April 2022 and, thereafter, if the Company's pro-forma leverage ratio is less than 1.50:1. Under the New Credit Agreement, the Company's credit facility will be guaranteed by all restricted domestic subsidiaries of the Company including by the Extraction Surviving Corporation, the Crestone Surviving Entity, and all their respective subsidiaries, and will be secured by first priority security interests on substantially all assets, including a mortgage on at least 90% of the total value of the proved oil and gas properties evaluated in the most recently delivered reserve reports prior to the amendment effective date, including any engineering reports relating to the oil and gas properties of the Extraction Surviving Corporation, the Crestone Surviving Entity, their respective subsidiaries, of each of the Company, all restricted domestic subsidiaries of the Company, the Extraction Surviving Corporation and the Crestone Surviving Entity, in each case, subject to customary exceptions.

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02

Item 2.01 Completion of Acquisition or Disposition of Assets.

As discussed in the Introductory Note of this Current Report on Form 8-K, on November 1, 2021, Parent completed its previously announced merger of equals with Extraction pursuant to the terms of the Extraction Merger Agreement and the acquisition of Crestone Peak pursuant to the terms of the Crestone Merger Agreement.

At the Extraction Merger Effective Time, each eligible share of Extraction Common Stock issued and outstanding immediately prior to the Extraction Merger Effective Time was automatically converted into the right to receive 1.1711 shares of Parent Common Stock, with cash paid in lieu of the issuance of any fractional shares (the "Extraction Merger Share Consideration"), and each holder of Extraction Common Stock received a total dividend equalization payment of approximately 0.017225678 shares of Parent Common Stock per share of Extraction Common Stock related to the June 30, 2021 and September 30, 2021 dividends as part of the Extraction Merger consideration, with cash paid in lieu of the issuance of fractional shares.

At the Merger Sub 1 Merger Effective Time, the issued and outstanding shares of Crestone Peak Common Stock (excluding shares of Crestone Peak Common Stock held by Crestone Peak as treasury shares or by Parent or Merger Sub 1 immediately prior to the Merger Sub 1 Merger Effective Time), were converted into the right to collectively receive 22,500,000 shares of Parent Common Stock.

The foregoing description of the Transactions, the Merger Agreements, and the transactions contemplated thereby, is a summary only, does not purport to be complete, and is subject to and qualified in its entirety by reference to the full text of the Merger Agreements. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

          Standard; Transfer of Listing.

Prior to the completion of the Extraction Merger, shares of Extraction Common Stock were listed and traded on the NASDAQ Global Select Market (the "NASDAQ") under the trading symbol "XOG." In connection with the completion of the Extraction Merger, Extraction notified NASDAQ of the Extraction Merger Share Consideration and requested that NASDAQ withdraw the listing of Extraction Common Stock. Upon Extraction's request, the NASDAQ filed a notification of removal from listing on Form 25 with the SEC with respect to the delisting of the Extraction Common Stock and the deregistration of the Extraction Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Extraction Common Stock ceased being traded prior to the opening of the market on November 2, 2021, and is no longer listed on NASDAQ. In addition, Extraction intends to file with the SEC a Form 15 requesting that the reporting obligations of Extraction under Sections 13(a) and 15(d) of the Exchange Act be suspended.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and Item 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant.

As a result of the consummation of the Extraction Merger, at the Extraction Effective Time, Extraction became a wholly owned subsidiary of Parent.

The information set forth in the Introductory Note, Item 2.01, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

In connection with the Extraction Merger, all of the directors and officers of Extraction ceased serving in such capacities, effective as of the Extraction Effective Time. The former directors and officers of Extraction will receive the severance benefits under their respective employment agreements, as previously disclosed in the Proxy Statement/Prospectus.

In addition, in connection with the Extraction Merger, Benjamin Dell, Morris Clark, Carrie M. Fox and Howard A. Willard, III, who were members of the board of directors of Extraction immediately prior to the Extraction Effective Time, were appointed to the board of directors of Parent, with Mr. Dell serving as chairman, effective as of the Extraction Effective Time; Marianella Foschi, who was Chief Financial Officer of Extraction immediately prior to the Extraction Effective Time, was appointed as Parent's Chief Financial Officer, effective as of the Extraction Effective Time; and Matt Owens, who was Chief Operating Officer of Extraction immediately prior to the Extraction Effective Time, was appointed as Parent's Chief Operating Officer, effective as of the Extraction Effective Time.

Item 7.01 Regulation FD Disclosure.

On November 1, 2021, Extraction and Parent issued a joint news release announcing the completion of the Transactions and other matters. A copy of the news release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

The information in this Item 7.01 (including the exhibit) shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.



Exhibit No.   Description
  2.1†          Agreement and Plan of Merger, dated as of May 9, 2021, by and among
              Bonanza Creek Energy, Inc., Raptor Eagle Merger Sub, Inc. and
              Extraction Oil & Gas, Inc. (incorporated by reference to Exhibit 2.1 to
              Extraction Oil & Gas, Inc.'s Current Report on Form 8-K filed on
              May 10, 2021).
  2.2†          Agreement and Plan of Merger, dated as of June 6, 2021, by and among
              Bonanza Creek Energy, Inc., Raptor Condor Merger Sub 1, Inc., Raptor
              Condor Merger Sub 2, LLC, Crestone Peak Resources LP, CPPIB Crestone
              Peak Resources America Inc., Crestone Peak Resources Management LP and
              Extraction Oil & Gas, Inc. (incorporated by reference to Exhibit 2.1 to
              Extraction Oil & Gas, Inc.'s Current Report on Form 8-K filed on
              June 8, 2021).
  2.3†          Amendment No. 1 to Agreement and Plan of Merger, dated as of June 6,
              2021, by and among Bonanza Creek Energy, Inc., Raptor Eagle Merger
              Sub, Inc. and Extraction Oil & Gas, Inc. (incorporated by reference to
              Exhibit 2.2 to Extraction Oil & Gas, Inc.'s Current Report on Form 8-K
              filed on June 8, 2021).
  99.1**        Joint Press Release, dated November 1, 2021.
              Cover Page Interactive Data File (embedded within the Inline XBRL
104*          document)


 * Filed herewith.


 ** Furnished herewith.

† Schedules and similar attachments have been omitted pursuant to Item

601(a)(5) of Regulation S-K. Parent agrees to furnish a supplemental copy of

any omitted schedule or attachment to the Commission upon request.

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