Bill Barrett Corporation (NYSE:BBG) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
The information set forth in Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
|Item 1.01.||Change in Control of Registrant.|
Prior to the effective time of the mergers, HighPoint was a wholly owned subsidiary of the Company. Upon the effective time of the mergers, a change in control of the Company occurred and all shares of Company Common Stock are now held by HighPoint.
The information set forth in Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
|Item 1.01.||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.|
In connection with the consummation of the mergers and the Company becoming a wholly owned subsidiary of HighPoint, on March 19, 2018, all directors of the Company except R. Scot Woodall were replaced by Kenneth A. Wonstolen.
The executive officers of the Company as of immediately prior to the mergers continue to be executive officers of the Company.
|Item 1.01.||Amendments to Articles of Incorporation or Bylaws; Change in Fiscal year.|
On March 19, 2018, in connection with the mergers and to the merger agreement, the Company amended and restated its Certificate of Incorporation and Bylaws to reflect the changes contemplated by the merger agreement and described in the Proxy Statement/Prospectus. The Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
On March 19, 2018, the Company issued a press release announcing the completion of the mergers, which is attached as Exhibit99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
|Item 1.01.||Financial Statements and Exhibits.|
|Exhibit Number||Description of Exhibit|
|2.1||Agreement and Plan of Merger, dated as of March 19, 2018, by and between the Company and Fifth Creek|
|2.2||Agreement and Plan of Merger, dated as of December 4, 2017, by and among the Company, HighPoint, Fifth Creek, Rio Merger Sub, Rider Merger Sub, and, for limited purposes set forth in the merger agreement, FCEC and NGP (incorporated by reference to Annex A of HighPoint’s Registration Statement on Form S-4 initially filed with the SEC on December22, 2017 (No. 333-222275))|
|3.1||Amended and Restated Certificate of Incorporation of the Company|
|3.2||Amended and Restated Bylaws of the Company|
|10.1||Fifth Amendment, Waiver and Consent to Third Amended and Restated Credit Agreement and First Amendment to Third Amended and Restated Guaranty and Collateral Agreement, dated as of March 19, 2018, by and among BBG, as Borrower, the Guarantors, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party hereto|
|99.1||Press Release, dated as of March 19, 2018|
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: March19, 2018||BILL BARRETT CORPORATION|
/s/ Kenneth A. Wonstolen
|Kenneth A. Wonstolen|
Senior Vice President — General Counsel; and
[BILL BARRETT CORP ExhibitEX-2.1 2 d551308dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this Merger Agreement),…To view the full exhibit click
About Bill Barrett Corporation (NYSE:BBG)
Bill Barrett Corporation is an independent energy company that develops, acquires and explores for oil and natural gas resources. The Company’s assets and operations are located in the Rocky Mountain region of the United States. The Company develops oil and natural gas in the Rocky Mountain region of the United States. The Company has over two areas of production, including The Denver-Julesburg Basin (DJ Basin) and the Uinta Oil Program in the Uinta Basin. The Company’s acreage positions in the DJ Basin are located in Colorado’s eastern plains and parts of southeastern Wyoming. DJ Basin’s estimated proved reserves are 62.3 million barrels of oil equivalent (MMBoe). The Company has interests in approximately 280 gross producing wells. The Company serves as an operator in approximately 170 gross wells. The Uinta Basin is located in northeastern Utah. Uinta Basin’s estimated proved reserves are 21.4 MMBoe. Uinta Basin has interests in approximately 240 gross producing wells.