Bonanza Creek Energy,Inc. (NYSE:BCEI) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 1.02 of this Form8-K is incorporated by reference herein.
Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on November14, 2017, Bonanza Creek Energy,Inc., a Delaware corporation (“Bonanza Creek”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with SandRidge Energy,Inc., a Delaware corporation (“SandRidge”), and Brook Merger Sub,Inc., a Delaware corporation and wholly owned subsidiary of SandRidge (“Merger Sub”), which contemplated that Merger Sub will be merged with and into Bonanza Creek, with Bonanza Creek continuing as the surviving entity and wholly owned subsidiary of SandRidge. On December28, 2017, Bonanza Creek, SandRidge and Merger Sub entered into a Termination Agreement, dated as of December28, 2017 (the “Termination Agreement”), to which the parties mutually terminated the Merger Agreement.
Bonanza Creek and SandRidge also agreed to release each other from certain claims and liabilities arising out of or related to the Merger Agreement or the transactions contemplated therein or thereby, including any non-solicit and break fee obligations. to the Termination Agreement, SandRidge will reimburse Bonanza Creek for certain transaction-related expenses, up to a total of $3,730,888, which is consistent with the payment SandRidge otherwise would have been obligated to pay Bonanza Creek under the Merger Agreement if the SandRidge stockholders rejected the proposal to issue SandRidge common stock in connection with the transaction at the proposed special meeting of SandRidge stockholders to consider such proposal. Other than the foregoing, to the Termination Agreement, each party agrees to bear its own costs, fees and expenses in connection with the Merger Agreement and the transactions contemplated thereby.
The foregoing descriptions of the Merger Agreement and the Termination Agreement are not complete and are subject to and qualified in their entirety by reference to the full text of the Merger Agreement, which was filed as an exhibit to Bonanza Creek’s Current Report on Form8-K filed on November15, 2017, and the full text of the Termination Agreement, a copy of which is filed as Exhibit10.1 hereto, each of which are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On December28, 2017, Bonanza Creek issued a press release with respect to, among other things, the Termination Agreement. The press release is included in this report as Exhibit99.1 and is incorporated herein by reference. This information shall not be deemed to be “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Cautionary Statement Regarding Forward-Looking Statements
This communication includes forward-looking statements. Use of the words “may,” “will,” “would,” “could,” “should,” “believes,” “estimates,” “projects,” “potential,” “expects,” “plans,” “seeks,” “intends,” “evaluates,” “pursues,” “anticipates,” “continues,” “designs,” “impacts,” “affects,” “forecasts,” “target,” “outlook,” “initiative,” “objective,” “designed,” “priorities,” “goal,” or the negative of those words or other similar expressions is intended to identify forward-looking statements that represent our current judgment about possible future events. These forward-looking statements may include statements with respect to, among other things, the mutual termination of the merger and the independent prospects of each company.
These forward-looking statements are based on numerous assumptions (some of which may prove to be incorrect) and are subject to risks, uncertainties and other factors that could cause actual results and events to differ materially from those expressed or implied by these forward-looking statements. Neither SandRidge, Bonanza Creek nor any of their directors, executive officers or advisors, provide any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur. Risks and uncertainties that could cause results to differ from expectations include: the effects of disruption caused by the announcement of and termination of the contemplated transaction and its termination making it more difficult to maintain relationships with employees, customers, vendors and other business partners; the risk that stockholder