Bonanza Creek Energy, Inc. (NYSE:BCEI) Files An 8-K Bankruptcy or Receivership

Bonanza Creek Energy, Inc. (NYSE:BCEI) Files An 8-K Bankruptcy or Receivership

Item 1.03 Bankruptcy or Receivership

As previously disclosed, on January 4, 2017 (the Petition Date),
Bonanza Creek Energy, Inc. (Bonanza Creek, the Company or we and,
following the effective date of the Plan (as defined below),
Reorganized Bonanza Creek) and all of Bonanza Creeks subsidiaries
(the Subsidiaries and, together with Bonanza Creek, the Debtors;
the Debtors, solely following the effective date of the Plan, the
Reorganized Debtors) filed voluntary petitions for reorganization
(collectively, the Bankruptcy Petitions) under chapter 11 of
title 11 of the United States Code (theBankruptcy Code) in the
United States Bankruptcy Court for the District of Delaware (the
Bankruptcy Court).

Confirmation of Plan of Reorganization

On April 7, 2017, the Bankruptcy Court entered an order (the
Confirmation Order), attached hereto as Exhibit 2.1, confirming
the Debtors Third Amended Joint Prepackaged Plan of
Reorganization Under Chapter 11 of the Bankruptcy Code, dated
April 6, 2017 (the Plan). The Plan incorporates by reference
certain documents filed with the Bankruptcy Court as part of the
Plan Supplement. A copy of the Plan is attached hereto as Exhibit
2.2. Capitalized terms used but not defined in this Current
Report on Form 8-K have the meanings set forth in the Plan.

The Plan will not become effective until certain conditions are
satisfied or waived, including, without limitation, (a) the
consummation of a rights offering to which certain holders of
General Unsecured Claims are entitled to receive subscription
rights to acquire New Common Stock, (b)the execution of that
certain new crude oil purchase and sale agreement by and between
Debtor Bonanza Creek Energy Operating Company, LLC, a wholly
owned subsidiary of Bonanza Creek, and NGL Crude Logistics, LLC,
(c)the execution of all documents and agreements necessary to
implement the Plan, including the Plan Supplement and the
Confirmation Order and (d) receipt by the Debtors of all
authorizations, consents, regulatory approvals, rulings, letters,
no-action letters, opinions or documents that are necessary to
implement the Plan and that are required by law, regulation or
order. The date on which all conditions to the effectiveness of
the Plan have been satisfied or waived will be the Effective Date
of the Plan. It is possible that amendments could be made to the
Plan prior to effectiveness.

The following is a summary of certain provisions of the Plan, as
confirmed by the Bankruptcy Court to the Confirmation Order, and
is not intended to be a complete description of the Plan. The
following summary is qualified in its entirety by reference to
the full text of the Plan (including the Plan Supplement), which
is attached hereto as Exhibit 2.2 and is incorporated by
reference herein.

Treatment of Claims

The Plan contemplates that:

Holders of allowed administrative expense claims, priority claims and secured claims (other than claims arising under the RBL Credit Facility (as defined below)) will be paid in full.

Holders of allowed claims arising under the Debtors prepetition revolving credit facility (RBL Credit Facility) will receive (i) payment in full in cash and (ii)their pro rata share of participation in an amended and restated revolving credit facility (the Exit RBL Facility).

Holders of allowed General Unsecured Claims against Bonanza Creek will receive their pro rata share of (i) 29.4% of the New Common Stock, subject to dilution by the Management Incentive Plan, the Warrants, and the Rights Offering Equity and (b) 37.8% of the Subscription Rights.

Holders of allowed General Unsecured Claims against Bonanza Creek Operating will receive their pro rata share of 17.6% of the New Common Stock, subject to dilution by the Management Incentive Plan, the Warrants, and the Rights Offering Equity.

Holders of allowed General Unsecured Claims against Debtors other than Bonanza Creek and Bonanza Creek Operating will receive their pro rata share of (i) 48.5% of the New Common Stock, subject to dilution by the Management Incentive Plan, the Warrants, and the Rights Offering Equity and (ii)62.2% of the Subscription Rights.

Holders of allowed Unsecured Trade Claims are entitled to payment in full in cash or such other treatment that will render the claim unimpaired.

Holders of Existing Equity Interests in Reorganized Bonanza that did not elect to opt out, or were deemed not to have opted out, of the voluntary releases under the Plan shall be entitled to receive their pro rata share of (i)4.5% of the New Common Stock, subject to dilution by the Management Incentive Plan, the Warrants and the Rights Offering Equity and (ii)three (3) year warrants entitling the holder upon exercise thereof, on a pro rata basis, up to 7.5% of the total outstanding New Common Stock at a per share price based upon a total equity value of $1,450,000,000 of Reorganized Bonanza Creek (the Warrants).

Exit RBL Facility

to the Plan, holders of allowed claims on account of the RBL
Credit Facility will receive their pro rata share of the Exit RBL
Facility to be entered into on the Effective Date in an aggregate
original principal amount of approximately $191.6 million. The
Exit RBL Facility will mature on March 31, 2021. KeyBank National
Association (KeyBank) will serve as administrative agent and as
issuing lender thereunder.

Borrowings under the Exit RBL Facility will bear interest at a
per annum rate equal to, at the option of Reorganized Bonanza
Creek, either (i) a London interbank offered rate, subject to a
0% LIBOR floor plus a margin of 3.00% to 4.00%, based on the
utilization of the Exit RBL Facility (the Eurodollar Rate) or
(ii)a fluctuating interest rate per annum equal to the rate of
interest publicly announced by KeyBank, as its reference rate
plus a margin of 2.00% to 3.00%, based on the utilization of the
Exit RBL Facility (the Reference Rate). Interest on borrowings
that bear interest at the Eurodollar Rate shall be payable on the
last day of the applicable interest period selected by
Reorganized Bonanza Creek, which shall be one, two, three or six
months, and interest on borrowings that bear interest at the
Reference Rate shall be payable quarterly in arrears commencing
on June 30, 2017.

The Exit RBL Facility will be guaranteed by all wholly owned
domestic subsidiaries of Reorganized Bonanza Creek, and will be
secured by first priority security interests on substantially all
assets of each Reorganized Debtor, subject to customary
exceptions.

Equity Commitment Settlement Agreement

The members of that certain ad hoc committee of equity security
holders formed in connection with the Chapter 11 Cases (the
Equity Commitment Parties) have entered into a Settlement
Agreement ( the Equity Commitment Settlement Agreement) that
resolves the objections to the Plan and claims against the
Debtors and certain related parties asserted by the Equity
Commitment Parties. Under the Equity Commitment Settlement
Agreement, each Equity Commitment Party agrees to make an equity
investment, on the effective date of the Plan, in the Reorganized
Debtors (each an Equity Investment) in the aggregate amount of
$7.5 million and consent to and grant the releases set forth in
Article 11 of the Plan (the Releases). In exchange for the Equity
Investments and the Releases, each Equity Commitment Party will
receive (a) its Pro Rata Portion (as defined in the Equity
Commitment Settlement Agreement) of 1.75% of New Common Stock to
be issued on the Effective Date, subject to dilution by the
Warrants and the Management Incentive Plan (but not by the New
Common Stock that will be issued to the Rights Offering), (b) its
Ratable Share (as defined in the Plan as applicable to Allowed
Existing Equity Interests) of the Settlement Consideration made
available to holders of Existing Equity Interests and described
above and (c) payment of the invoiced fees and out-of-pocket
expenses incurred by the Equity Commitment Parties, subject to a
cap of $3 million. A copy of the Equity Commitment Settlement
Agreement is attached to the Confirmation Order as Appendix B.

Post-Emergence Directors and Officers

On the Effective Date, the term of the members of the Bonanza
Creek board of directors shall expire and such members shall be
replaced by a new board of directors, the classification and
composition of which shall be consistent with the certificate of
incorporation of Reorganized Bonanza Creek (the New Certificate
of Incorporation) and the bylaws of Reorganized Bonanza Creek
(the New Bylaws). to the Plan, as of the Effective Date, the
board of directors will consist of seven (7) members: (i)Richard
Carty, President and Chief Executive Officer of Bonanza Creek,
(ii) one (1) director selected by the largest holder by amount of
Notes Claims, (iii) one (1) director selected by the second
largest holder by amount of Notes Claims and (iv) four (4)
independent

directors selected by the Ad Hoc Group Steering Committee, in
consultation with the Debtors. to the Plan, the managers, members
and members of the boards of directors, as applicable, of the
subsidiaries of Bonanza Creek before the Effective Date shall
continue to serve in their current capacities as of the Effective
Date. In addition, to the Plan, the principal officers of each
Debtor immediately before the Effective Date will be the officers
of the corresponding Reorganized Debtor as of the Effective Date.

Equity Securities to be Authorized, Issued and Reserved for
Issuance After Emergence

Bonanza Creek currently has 49,669,026 shares of common stock,
par value $0.01 per share, issued and outstanding. On the
Effective Date, all outstanding shares of Bonanza Creeks common
stock will be cancelled and extinguished, and any rights of any
holder in respect thereof, will be deemed cancelled, discharged
and of no force or effect.

On the Effective Date, Reorganized Bonanza Creek will file with
the Secretary of State of the State of Delaware an Amended
Restated Certificate of Incorporation authorizing the issuance of
250,000,000 shares of New Common Stock, divided among 225,000,000
shares of common stock, par value $0.01 per share (Common Stock)
and 25,000,000 shares of preferred stock, par value $0.01 per
share.

On the Effective Date, Reorganized Bonanza Creek will issue or
reserve for issuance shares of New Common Stock for distribution
in accordance with the Plan. Reorganized Bonanza Creek will
reserve for issuance the maximum number of shares of New Common
Stock issuable upon exercise and settlement of the Warrants
(assuming all Warrants are physically settled) and a sufficient
number of shares to honor incentive awards to be granted under
the Management Incentive Plan.

Treatment of Executory Contracts or Unexpired Leases

On the Effective Date, to sections 365 and 1123 of the Bankruptcy
Code, each executory contract and unexpired lease to which any
Debtor is a party shall be deemed automatically assumed by the
Debtors, except for any executory contract or unexpired lease
that (i) has been assumed or rejected to an order of the
Bankruptcy Court entered before the Effective Date, (ii) is the
subject of a motion to assume or reject pending on the Effective
Date, (iii) is assumed, rejected or otherwise treated to Section
9.3 of the Plan, (iv) is listed on Schedule 9.2(a) or 9.2(b) of
the Plan or (v) as to which a Treatment Objection has been filed
and properly served by the Treatment Objection Deadline.

Assets and Liabilities

As of December 31, 2016, the total assets and liabilities of
Bonanza Creek were approximately $1.13 billion and $1.11 billion,
respectively. This information should not be viewed as indicative
of future results.

Item 7.01 Other Events

On April 7, 2017, Bonanza Creek issued a press release announcing
the entry of the Confirmation Order. A copy of the press release
is included herein as Exhibit 99.1. The press release, including
the information contained therein, is furnished to Item 7.01, is
not to be considered filed under the Exchange Act, and shall not
be incorporated by reference into any of Bonanza Creeks previous
or future filings under the Securities Act of 1933, as amended.

The Company cautions that trading in its securities during the
pendency of the Chapter 11 Cases is highly speculative and poses
substantial risks. As discussed above, the Plan has been approved
by the Court, and to the Plan, the Companys common stock, as well
as all unexercised options, warrants or rights to acquire or
receive an equity interest in the Company, in each case,
outstanding immediately prior to effectiveness of the Plan, will
be cancelled and cease to exist on the Effective Date. Even
though the Companys common stock continues to trade on the New
York Stock Exchange (the NYSE), under the Plan, its underlying
value may be significantly less than the current trading price on
the NYSE, and the Companys stockholders should not view the
trading activity of the Companys common stock on the NYSE or any
other market or trading platform as being indicative of any value
they would receive in respect of the Companys common stock in
connection with the Chapter 11 Cases.

Forward-Looking Statements

This Current Report on Form 8-K contains certain statements that
are, or may be deemed to be, forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E
of the Exchange Act. All statements, other than statements of
historical facts, included in this Current Report on Form 8-K
that address activities, events or developments that the Company
expects, believes or anticipates will or may occur in the future
are forward looking statements. We have based these
forward-looking statements largely on our current expectations
and projections about future events and financial trends
affecting the financial condition of our business. These
forward-looking statements are subject to a number of risks,
uncertainties and assumptions, including, among other things, the
risk factors discussed in this Current Report and in our most
recent Annual Report on Form 10-K as well as in other reports
filed from time to time by the Company with the Securities and
Exchange Commission, most of which are beyond our control. The
words believe, may, estimate, continue, anticipate, intend, plan,
expect, indicate and similar expressions are intended to identify
forward-looking statements. All statements other than statements
of current or historical fact contained in this Current Report
are forward-looking statements. Although we believe that the
forward-looking statements contained in this Current Report are
based upon reasonable assumptions, the forward-looking events and
circumstances discussed in this Current Report may not occur and
actual results could differ materially from those anticipated or
implied in the forward-looking statements.

Item 9.01

Exhibits.

(d)Exhibits

Exhibit No.	Description
2.1	Order Confirming Debtors Third Amended Joint Prepackaged Plan of Reorganization Under Chapter 11 of the Bankruptcy Code on April 7, 2017.
2.2	Debtors Third Amended Joint Prepackaged Plan of Reorganization Under Chapter 11 of the Bankruptcy Code.
99.1	Press release issued by Bonanza Creek on April 7, 2017.

The Bankruptcy Court filed the following appendices to the
Confirmation Order, which, as permitted by Item 601(b)(2) of
Regulation S-K, have been omitted from this Current Report on
Form 8-K. Bonanza Creek will furnish a copy of any exhibit to the
Confirmation Order to the Securities and Exchange Commission upon
request.

Appendix A: the Plan

Appendix B: the Equity Commitment Settlement Agreement

Appendix C: the Notice of Confirmation

In addition, the Debtors filed with the Bankruptcy Court the
following exhibits to the Plan, which, as permitted by Item
601(b)(2) of Regulation S-K, have been omitted from this Current
Report on Form 8-K. Bonanza Creek will furnish a copy of any
exhibit to the Plan to the Securities and Exchange Commission
upon request.

Notice of Cure Amounts With Respect to Executory Contracts and Unexpired Leases To Be Assumed by the Debtors to the Prepackaged Plan: Schedule 9.2(a) to the Prepackaged Plan

Exhibit A to the Notice of Executory Contracts and Unexpired Leases To Be Rejected by the Debtors to the Prepackaged Plan: Schedule 9.2(b) to the Prepackaged Plan – Executory Contracts and Unexpired Leases to be Rejected

Exhibit 1 to Notice of Filing of Plan Supplement: Form of New Certificate of Incorporation of Reorganized Bonanza Creek

Exhibit 2 to Notice of Filing of Plan Supplement: Form of New Bylaws of Reorganized Bonanza Creek

Exhibit 3 to Notice of Filing of Plan Supplement: A List of the Identity and Affiliations of the Known Persons Proposed to Serve on the New Board

Exhibit 4 to Notice of Filing of Plan Supplement: Form of Warrant Agreement

Exhibit 5 to Notice of Filing of Plan Supplement: Form of Exit RBL Facility

Exhibit 6 to Notice of Filing of Plan Supplement: Form of Management Incentive Plan

Exhibit 7 to Notice of Filing of Plan Supplement: The Material Terms of the New NGL Agreement

Exhibit 1 to the Notice of Filing of First Amendment to Plan Supplement: Form of the Management Incentive Plan

About Bonanza Creek Energy, Inc. (NYSE:BCEI)
Bonanza Creek Energy, Inc. (Bonanza Creek) is an independent energy company engaged in the acquisition, exploration, development and production of onshore oil and associated liquids-rich natural gas in the United States. The Company’s oil and liquids-weighted assets are concentrated primarily in the Wattenberg Field in Colorado and the Dorcheat Macedonia Field in southern Arkansas. In addition, the Company owns and operates oil-producing assets in the North Park Basin in Colorado and the McKamie Patton Field in southern Arkansas. The main areas in which the Company operates in the Rocky Mountain region are the Wattenberg Field in Weld County, Colorado and the North Park Basin in Jackson County, Colorado. Its Wattenberg Field operations are in the oil and liquids-weighted extension area of the Wattenberg Field targeting the Niobrara and Codell formations. In southern Arkansas, it targets the oil-rich Cotton Valley sands in the Dorcheat Macedonia and McKamie Patton Fields. Bonanza Creek Energy, Inc. (NYSE:BCEI) Recent Trading Information
Bonanza Creek Energy, Inc. (NYSE:BCEI) closed its last trading session up +0.025 at 0.960 with 6,954,188 shares trading hands.