Bonanza Creek Energy, Inc. (NYSE:BCEI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Restructuring Support Agreement
On December 23, 2016, Bonanza Creek Energy, Inc. (Bonanza) and
its subsidiaries (together with Bonanza, collectively, the
Company or the Debtors) entered into a Restructuring Support
Agreement (the RSA) with (i) holders (collectively, the
Supporting Noteholders) of approximately 51% in aggregate
principal amount of Bonanzas 5.75% Senior Notes due 2023 (the
2023 Notes) and 6.75% Senior Notes due 2021 (the 2021 Notes, and
together with the 2023 Notes, the Senior Notes) and (ii) NGL
Energy Partners, LP and NGL Crude Logistics, LLC (collectively,
NGL, and together with the Company and the Supporting
Noteholders, the RSA Parties). The RSA contemplates a
restructuring (the Restructuring) of the Debtors to the joint
prepackaged plan of reorganization attached to the RSA (the Plan)
and that the Company will file petitions for voluntary relief
under Chapter 11 of the United States Bankruptcy Code in the U.S.
Bankruptcy Court in the District of Delaware (the Bankruptcy
Court) on or before January 5, 2017.
The RSA provides for, among other things, (a)the equitization of
the Companys unsecured obligations to the Plan, including
approximately $800 million in principal amount of Senior Notes,
(b)a fully backstopped rights offering for the purchase of $200
million of common stock of reorganized Bonanza Creek Energy, Inc.
(Reorganized Bonanza), and (c)the entry into a new crude oil
purchase agreement between the Company and NGL Crude Logistics,
LLC (collectively the Restructuring Transactions).
The RSA contains certain covenants on the part of each of the RSA
Parties, including limitations on the Companys ability to pursue
transactions other than the Restructuring, commitments by the
Supporting Noteholders and NGL to vote in favor of the Plan,
commitments by the RSA Parties to negotiate in good faith to
finalize the documents and agreements governing the Restructuring
and otherwise facilitate the Restructuring Transactions. The RSA
also provides for customary conditions to the obligations of the
parties and for termination by mutual agreement or upon the
occurrence of certain events, including without limitation, the
failure to achieve certain milestones.
A copy of the RSA is filed as Exhibit 10.1 hereto and is
incorporated herein by reference. The above description of the
RSA is qualified in its entirety by the full text of such
exhibit.
Proposed Joint Prepackaged Chapter 11 Plan of
Reorganization
to the RSA, the Company will commence the solicitation of votes
on the Plan (the Solicitation) no later than December 23, 2016.
In connection with the Solicitation, the Plan and the disclosure
statement related thereto (the Disclosure Statement) will be
distributed to certain creditors of the Company. The Plan, which
is subject to approval of the Bankruptcy Court, contemplates
that, among other things, on the effective date of the Plan (the
Effective Date):
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The Senior Notes and existing common shares of Bonanza (Existing Common Shares) will be canceled, and Reorganized Bonanza will issue (i) new common shares (the New Common Shares), (ii) three (3) year warrants (the Warrants) entitling their holders upon exercise thereof, on a pro rata basis, to 7.5% of the total outstanding New Common Shares at a per share price based upon a total equity value of $1,450,000,000 of the Reorganized Bonanza, and (iii) rights (the Subscription Rights) to acquire the New Common Shares offered in connection with the Rights Offering (Rights Offering Equity), each of which will be distributed as set forth below; |
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Holders of allowed claims (RBL Claims) on account of debt arising under that certain Credit Agreement dated as of March 29, 2011, as amended, restated, supplemented or otherwise modified from time to time, among Bonanza, as borrower, KeyBank National Association, solely in its capacity as administrative agent and issuing lender, and the lender parties thereto (the RBL Credit Agreement and the credit facility memorialized thereby, the RBL Facility) shall be entitled to receive, in full and final satisfaction of its allowed RBL Claim, either (i) the treatment such holder is legally entitled to under section 1129(b)(2)(A) of the Bankruptcy Code or (ii) at the election of the Company, with the consent of the Required Supporting Noteholders (as defined in the Plan), either (a) payment in full in cash of such claim or (b) such holders ratable share of participation in the Exit RBL Facility (as defined in the Plan). |
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Holders of allowed general unsecured claims against Bonanza shall be entitled to receive their ratable share of: (a)29.4% of the New Common Shares, subject to dilution by the Rights Offering Equity, the Management Incentive Plan (as defined in the Plan) and the Warrants and (b)37.8% of the Subscription Rights. |
Capitalized terms used but not otherwise defined herein
shall have the meaning given to such terms in the RSA.
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Holders of allowed general unsecured claims against Debtors other than Bonanza and Bonanza Creek Energy Operating Company, LLC (Bonanza Creek Operating), shall be entitled to receive their ratable share of: (a) 48.5% of the New Common Shares subject to dilution by the Rights Offering Equity, the Management Incentive Plan and the Warrants and (b) 62.2% of the Subscription Rights. |
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Holders of allowed general unsecured claims against Bonanza Creek Operating, shall receive their ratable share of 17.6% of the New Common Shares subject to dilution by the Rights Offering Equity, the Management Incentive Plan and the Warrants. |
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Holders of Existing Common Shares shall neither receive any distributions nor retain any property on account thereof to the Plan. Notwithstanding the foregoing, on or as soon as reasonably practicable after the Effective Date, holders of Existing Common Shares shall receive, in exchange for the releases by such holders of the Released Parties (as defined in the Plan), their ratable share of (i) 4.5% of the New Common Shares, subject to dilution by the Rights Offering Equity, the Management Incentive Plan and the Warrants and (ii) the Warrants (the Settlement Consideration); provided, however, that any holder of Existing Common Shares that opts not to grant the voluntary releases contained in section 11.8 of the Plan shall not be entitled to receive its ratable share of the Settlement Consideration. |
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Holders of allowed Administrative Expense Claims, Priority Tax Claims, Other Priority Claims, and Unsecured Trade Claims (each as defined in the Plan) shall be entitled to payment in full in cash or other treatment that will render such claim unimpaired under section 1124 of the Bankruptcy Code. |
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Holders of allowed Other Secured Claims (as defined in the Plan) shall be entitled to payment in full in cash; reinstatement of the legal, equitable and contractual rights of the holder of such claim; a distribution of the proceeds of the sale or disposition of the collateral securing such claim, in each case, solely to the extent of the value of the holders secured interest in such collateral; return of collateral securing such claim; or other treatment that will render such claim unimpaired under section 1124 of the Bankruptcy Code. |
A copy of the Plan is attached to the Disclosure Statement
included as Exhibit 99.2 hereto and is incorporated herein by
reference. The above description of the Plan is qualified in its
entirety by the full text of such exhibit.
Backstop Commitment Agreement
On December 23, 2016, Bonanza entered into a backstop
commitment agreement (the Backstop Commitment Agreement) with the
Supporting Noteholders party thereto (collectively, the Backstop
Parties), whereby each Backstop Party agreed to backstop the
Rights Offering in a certain specified amount (collectively, the
Backstop Commitments). to the Backstop Commitment Agreement, each
of the Backstop Parties, severally and not jointly, agreed to
participate in the Rights Offering and purchase the Rights
Offering Shares in accordance with the percentages set forth in
the Backstop Commitment Agreement (the Backstop Party
Percentages) to the extent unsubscribed under the Rights
Offering. In exchange for providing the Backstop Commitments,
Bonanza has agreed to pay the Backstop Parties, subject to
approval by the Bankruptcy Court, a backstop commitment fee in an
amount equal to six percent of the aggregate amount of the
Backstop Commitments payable in New Common Shares issued at the
same price as the Rights Offering Equity, and to reimburse the
administrative expenses incurred by the Backstop Parties in
connection with the Backstop Commitment Agreement.
The Backstop Commitment Agreement will be terminable by
Bonanza and/or the Requisite Commitment Parties (as defined in
the Backstop Commitment Agreement) upon certain customary events
specified therein, including, among others, (i)the termination of
the RSA, (ii) the failure to meet certain specified milestones,
or (iii) (A) the Bankruptcy Court approves or authorizes the
Company to enter into an Alternative Transaction (as defined in
the Backstop Commitment Agreement) or (B)entry by the Company
into any contract providing for the consummation of any
Alternative Transaction or files any motion or application
seeking authority to propose, join in or participate in the
formation of, any actual or proposed Alternative Transaction. The
Company may be required to pay a termination fee in the amount of
$8,000,000 to non-defaulting Backstop Parties if the Backstop
Commitment Agreement is terminated under certain
conditions.
A copy of the Backstop Commitment Agreement is filed as
Exhibit 10.2 hereto and is incorporated herein by reference. The
above description of the Backstop Commitment Agreement is
qualified in its entirety by the full text of such exhibit.
Item 7.01 Regulation FD Disclosure.
Press Release
On December 23, 2016, Bonanza issued a press release
announcing the signing of the RSA and the solicitation of votes
relating to the Plan, as described in Item 1.01. A copy of the
press release is being furnished as Exhibit 99.1 and is
incorporated into this Item 7.01 by reference. As described
above, the Disclosure Statement will be distributed to certain
creditors of the Company on December 23, 2016. A copy of the
Disclosure Statement is being furnished as Exhibit 99.2 and is
incorporated into this Item 7.01 by reference.
Disclosure to Confidentiality Agreements
In June 2016, Bonanza was approached by advisors to certain
holders of the Senior Notes to engage in discussions with the
Company regarding a potential restructuring transaction (a
Possible Restructuring). The Company executed various
confidentiality agreements (as amended, the Confidentiality
Agreements) with such advisors and, on August 19, 2016, the
Supporting Noteholders to facilitate discussions concerning such
Possible Restructuring.
to the Supporting Noteholders Confidentiality Agreements,
the Company agreed to publicly disclose certain information,
including any material non-public information disclosed to the
Supporting Noteholders, upon the occurrence of certain events set
forth in the Noteholders Confidentiality Agreement. In connection
with such negotiations, the Company disclosed to the Noteholders
certain other non-public information including the following: (a)
in responding to diligence questions from the Supporting
Noteholders regarding the Companys compensation programs, the
Company advised that the maximum monetary exposure the Company
faces under its severance plan (i.e., where each participant was
involuntarily terminated, as defined in the plan) is
approximately $13 million, with approximately $3.5 million
payable to the one (1) tier 1 participant, there are no tier 2
participants, approximately $3.7 million payable to the three (3)
tier 3 participants, approximately $2.3million payable to the six
(6) tier 4 participants and approximately $3.5 million payable to
the 18tier 5 participants, (c)concurrently with negotiations
relating to the Restructuring, the Company engaged in
negotiations with certain third parties regarding a potential
first lien financing (the First Lien Transaction) in an amount
sufficient to retire amounts owed in connection with the RBL
Facility, but did not enter into definitive documentation or
otherwise consummate such First Lien Transaction (d)the Company
is engaged in negotiations with the RBL Lenders regarding a
potential amendment of the RBL Facility and in connection
therewith the Company and the RBL Lenders exchanged drafts of
non-binding term sheets for discussion purposes only; a copy of
the most recent draft of the term sheet delivered by the RBL
Lenders to the Company is attached as Exhibit 99.3, and a copy of
the draft term sheet delivered by the Company to the RBL Lenders
in response to the RBL Lenders most recent draft is attached
hereto as Exhibit 99.4, (e)the Company engaged in negotiations
with Silo Energy, LLC and NGL (the Crude Oil Purchase Agreement
Counterparties) regarding a potential restructuring or amendment
of their respective agreements with the Company, and in
connection therewith the Noteholders and their advisors met with
the Company and its advisors and counsel for the Crude Oil
Purchase Agreement Counterparties, (f) the Company has
approximately $78 million in unencumbered cash located in
accounts held by Bonanza Creek Energy, Inc. and Holmes Eastern,
LLC, including the proceeds drawn from the Credit Facility on or
about March 10, 2016, (g) the Company has considered building a
gathering pipeline to connect to NGLs Riverside pipeline station
that is capable of being completed by year end 2017 for an
approximate cost of $10 million, (h) the information set forth in
the presentation, dated August 2016, attached hereto as Exhibit
99.5, (i) the information set forth in the presentation, dated
September 23, 2016, attached hereto as Exhibit 99.6, and (j) the
information set forth in Exhibit 99.7.
The information in this Current Report on Form8-K, including
Exhibits 99.1, 99.2, 99.3, 99.4, 99.5, 99.6, and 99.7 hereto, is
being furnished and shall not be deemed filed for purposes of
Section18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act), nor shall it be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended, or
the Exchange Act, except as shall be expressly set forth by
specific reference in such filing. You should not assume that the
information contained in this Current Report on Form 8-K or the
accompanying Exhibits is accurate as of any date other than the
date of each such document. Our business, financial condition,
results of operations, prospects and the assumptions that were
utilized may have changed since those dates.
Item 8.01 Other Events.
The Company cautions that trading in Bonanzas securities
during the pendency of the anticipated chapter 11 cases is highly
speculative and poses substantial risks. Trading prices for
Bonanzas securities may bear little or no relationship to the
actual recovery, if any, by holders of Bonanzas securities in the
anticipated 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 for the year ended December 31,
2015, 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.
These forward-looking statements relate, in part, to (i) the
Companys ability to obtain approval by the Court of the
Prepackaged Plan or any other plan of reorganization, including
the treatment of the claims of the Companys lenders and trade
creditors, among others; (ii) the Companys ability to obtain
approval with respect to motions in the chapter 11 cases and the
Courts rulings in the chapter 11 cases and the outcome of the
chapter 11 cases in general; (iii) the length of time the debtors
will operate under the chapter 11 cases; (iv) risks associated
with third-party motions in the Chapter 11 cases, which may
interfere with the debtors ability to develop and consummate the
Prepackaged Plan or other plan of reorganization; (v) the
potential adverse effects of the chapter 11 cases on the debtors
liquidity, results of operations or business prospects; (vi) the
ability to execute the Companys business and restructuring plan;
(vii) increased legal and advisor costs related to the chapter 11
cases and other litigation and the inherent risks involved in a
bankruptcy process; and (viii) other factors disclosed by the
Company from time to time in its filings with the SEC, including
those described under the caption Risk Factors in the Companys
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. We
do not intend to publicly update or revise any forward-looking
statements as a result of new information, future events or
otherwise, except as required by law.
Item 9.01 Financial Statements and
Exhibits.
| (d) | Exhibits. | |
| Exhibit No. | Description | |
| 10.1 |
Restructuring Support Agreement, dated as of December 23, |
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| 10.2 |
Backstop Commitment Agreement, dated as of December 23, |
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| 99.1 |
Press Release dated December 23, 2016. |
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| 99.2 |
Disclosure Statement for Debtors Joint Prepackaged Plan of Reorganization Under Chapter 11 of the Bankruptcy Code dated December 23, 2016. |
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| 99.3 | Proposed Term Sheet from Company to RBL Lenders | |
| 99.4 | Proposed Term Sheet from RBL Lenders to Company | |
| 99.5 | Presentation from Company to Noteholders dated August 2016 | |
| 99.6 |
Presentation from Company to Noteholders dated September 23, 2016 |
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| 99.7 |
Cleansing Materials for Bonanza Creek Energy, Inc. dated December 2016 |
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 down -1.110 at 0.850 with 29,217,170 shares trading hands.