HighPoint Resources Corp. has filed voluntary petitions under Chapter 11 of the Bankruptcy Code on March 14 in the United States Bankruptcy Court for the District of Delaware to effectuate the previously announced prepackaged plan of reorganization and consummate the transactions pursuant to the agreement and plan of merger, dated as of November 9, 2020, by and among Bonanza Creek Energy, Inc., HighPoint and Boron Merger Sub Inc.
The prepackaged plan implements the merger and restructuring transactions contemplated under the merger agreement and TSA.
As previously announced, the conditions to Bonanza Creek’s exchange offer for HighPoint Operating Corp.’s 7.0% senior notes due October 15, 2022 and 8.75% senior notes due June 15, 2025 were not satisfied at the expiration time of the exchange offer.
However, in response to HighPoint’s solicitation of votes from holders of the HighPoint senior notes to accept or reject the prepackaged plan, over 99% in aggregate principal amount of the HighPoint senior notes and over 90% of the holders of the HighPoint senior notes that voted on the prepackaged plan voted to accept the prepackaged plan.
In response to HighPoint’s solicitation of votes from its stockholders to accept or reject the prepackaged plan, over 99% of the HighPoint stock that was voted on the prepackaged plan voted to accept the prepackaged plan.
In addition, at a special meeting of Bonanza Creek’s stockholders, over 99% of the Bonanza Creek stock that was voted on the issuance of Bonanza Creek common stock in connection with the merger voted in favor of the issuance. The consummation of the prepackaged plan will be subject to confirmation by the Court in addition to other conditions set forth in the prepackaged plan, the merger agreement, the transaction support agreement, dated as of November 9, 2020, by and among HighPoint, HighPoint Operating Corp., Fifth Pocket Production LLC, certain consenting holders of the 2022 Notes and 2025 Notes, and certain consenting HighPoint stockholders (the TSA), and related transaction documents.
HighPoint has filed customary motions with the Court seeking a variety of “first-day” relief, including authority to pay owner royalties, employee wages and benefits, and certain vendors and suppliers in the ordinary course for goods and services provided.
The entities included in the filing are: HighPoint Resources Corp., HighPoint Operating Corp. and Fifth Pocket Production LLC.
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