Bonanza Creek Energy, Inc. (NYSE:BCEI) entered into a definitive agreement to acquire HighPoint Resources Corporation (NYSE:HPR) from Fifth Creek Energy Company, LLC and others for $8 million on November 8, 2020. As per the terms, Bonanza Creek will issue shares for Highpoint Resources equity holders including stock awards and RSU awards holders, will issue shares and debt for Highpoint Resources debt holders and will assume debt. The consideration will be paid in the form issuance of 9.34 million shares of common stock and up to $100 million in senior unsecured notes for the debt holders. A total of 9.8 million shares of Bonanza Creek will be issued in the transaction. Based on the number of shares of HighPoint common stock outstanding and those subject to equity-based awards, the transaction implies an exchange ratio of 0.114 shares of Bonanza Creek common stock for each share of HighPoint common stock. Each share of HighPoint common stock will receive Bonanza Creek common stock (or cash in lieu of fractional shares) with a value of $4.15. Upon completion of the transaction, Bonanza Creek shareholders will own approximately 68% of the combined company and HighPoint's stakeholders will own approximately 32%. Upon completion, HighPoint Resources will operate as wholly owned subsidiary of Bonanza Creek. The termination fee for the transaction is $15 million payable by either Bonanza Creek or Highpoint Resources.

The Merger Agreement also provides that immediately prior to the closing of the Merger (the “Closing”), two existing members of the BCEI board of directors will resign, and at Closing, the new BCEI Board will consist of seven members, (i) five of whom will be designated by BCEI (one of whom will be Brian Steck as the Chairman of the Board) and (ii) two of whom will be designated by the Supporting Noteholders and will be acceptable to BCEI and determined to be independent by the BCEI Board. Upon consummation of the Merger, the officers and directors of BCEI as of immediately prior to the Effective Time will be the officers and directors of the combined company. Eric Greager will serve as the Chief Executive Officer and Director of the combined company. On February 24, 2021, the HighPoint announced its intention that its Executive Vice President and Chief Financial Officer, Brant DeMuth, and its Senior Vice President, Operations, Dean Tinsley, will remain in their respective roles following the completion of the transaction. As of March 15, 2021, Bonanza Creek Energy expects that Scott D. Vogel and Jack E. Vaughn, each current members of the Company's board of directors (the “Board”), will resign and Audrey Robertson and James E. Craddock will be elected as new members of the Board. At such time, the Board will consist of Brian Steck as Chairman, James E. Craddock, Eric T. Greager, Carrie L. Hudak, Paul Keglevic, Audrey Robertson, and Jeffrey E. Wojahn.

The transaction is subject to approval from shareholders of Bonanza and HighPoint, any waiting period applicable to the Transactions under the HSR Act shall have been terminated or shall have expired, any Consents or approvals required pursuant to any other applicable Antitrust Laws shall have been obtained, the shares of Bonanza Common Stock issuable to the holders of shares of HighPoint Common Stock to be issued pursuant to this Agreement shall have been authorized for listing on the NYSE, regulatory approval, registration statement being effective upon official notice of issuance. The transaction has been unanimously approved by the board of directors of Bonanza and HighPoint. Shareholders of HighPoint will hold a special meeting on March 12, 2021 to approve the transaction. The Registration Statements were declared effective by the SEC on February 9, 2021. As of March 12, 2021, shareholders of both HighPoint and Bonanza approved the transaction. As of March 24, 2021, the transaction has been approved by Delaware Bankruptcy Court. The transaction is expected to close in the first quarter of 2021. As of March 26, 2021, the transaction is expected to close on April 1, 2021. The transaction is expected to be immediately accretive in the first year to all relevant per-share-metrics, including cash flow, free cash flow, and net asset value. The transaction is also expected to be accretive to general and administrative expenses per Boe and lease operating expenses per Boe.

Shaun Finnie, Doug Rogers and William Hiltz of Evercore is serving as financial advisor and Shelley Barber, Robert Kimball, Paul Heath, David Stone, Jim Meyer, Wendy Salinas, Shane Tucker, Sean Becker, Larry Nettles, Brett Santoli, Suzanne Clevenger, Damien Lyster, Darren Tucker and Lawrence Elbaum of Vinson & Elkins LLP is serving as legal advisors to Bonanza Creek. Tudor Pickering Holt & Co Advisors LP and Kevin Cofsky, Jeff Knupp and Jake Boos of Perella Weinberg Partners are serving as financial advisors, Josh Sussberg, Marc Kieselstein, Ben Winger, Lucas Spivey, Arthur Lotz, David Wheat, Rob Fowler, Matt Pacey, Michael Rigdon, Sean T. Wheeler, John D. Pitts and Cephas Sekhar of Kirkland & Ellis LLP is serving as legal advisors, and AlixPartners, LLP is serving as restructuring advisor to HighPoint. Michael Stamer, Meredith Lahaie, Stephen Kuhn and John Goodgame of Akin Gump Strauss Hauer & Feld LLP is serving as legal advisors to an informal group of HighPoint Noteholders that have signed the TSA. Morton R. Branzburg, Michael W. Yurkewicz and Domenic E. Pacitti of Klehr Harrison Harvey Branzburg LLP acted as legal advisors for High Point Resources. J.P. Morgan Securities LLC acted as financial advisor for HighPoint Resources for which board of HighPoint agreed to pay $5 million as transaction fee. Clint Rancher and Danny David of Baker Botts acted as financial advisors for Tudor Pickering Holt & Co Advisors. Tudor Pickering Holt & Co Advisors LP acted as fairness opinion provider to HighPoint Resources Corporation. TPH's fee would be approximately $13.8 million including the $1 million payable in connection with TPH's opinion. Evercore acted as fairness opinion provider to Bonanza Creek. Evercore earned a $1.5 million opinion fee upon the delivery of its opinion to the Bonanza Creek board. Epiq Corporate Restructuring LLC acted as information agent to HighPoint Resources and Okapi Partners acted as proxy solicitor to Bonanza Creek Energy. Kirkland & Ellis rendered its tax opinion to HighPoint. Okapi Partners will receive an estimated fee of approximately $25,000, plus reasonable out-of-pocket expenses and fees for any additional services. HighPoint has also made arrangements with Epiq to assist them in soliciting proxy and ballots and have agreed to pay it an estimated fee of approximately $50,000 plus reasonable expenses for these services. Bonanza Creek has agreed to pay Evercore a $7 million success fee. Computershare Trust Company, NA and Broadridge Investor Communication Solutions, Inc. acted as transfer agent for HighPoint and Bonanza respectively.

Bonanza Creek Energy, Inc. (NYSE:BCEI) completed the acquisition of HighPoint Resources Corporation (NYSE:HPR) from Fifth Creek Energy Company, LLC and others for $17.9 million on April 1, 2021. Each eligible share of HighPoint common stock was automatically converted into the right to receive 0.11464 shares of Bonanza Creek Common Stock, with cash paid in lieu of the issuance of any fractional shares and in exchange for the $625 million in aggregate principal amount outstanding of HighPoint Senior Notes, Bonanza Creek issued to holders of HighPoint Senior Notes an aggregate of (i) 9,314,214 shares of Bonanza Creek Common Stock and (ii) Bonanza Creek Senior Notes in an aggregate principal amount equal to $100 million, to be allocated pro rata among holders.