Bonanza Creek Energy,Inc. (NYSE:BCEI) Files An 8-K Regulation FD Disclosure

ME Staff 8-k
-
0

Bonanza Creek Energy,Inc. (NYSE:BCEI) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.

On November14, 2017, Bonanza Creek Energy,Inc., a Delaware corporation (“Bonanza”), 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”), to which Merger Sub will be merged with and into Bonanza, with Bonanza continuing as the surviving entity and wholly owned subsidiary of SandRidge (the “Merger”). The material terms of the Merger Agreement, including the conditions to the proposed Merger, will be described in a Current Report on Form8-K to be subsequently filed by Bonanza.

On November15, 2017, Bonanza and SandRidge issued a joint news release announcing their entry into the Merger Agreement. A copy of the news release containing the announcement is attached hereto as Exhibit99.1 and incorporated by reference herein.

Item 8.01 Other Events.

Item 7.01 above is incorporated by reference in this Item 8.01.

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 proposed Merger with SandRidge, including the expected timing of completion of the Merger; the benefits of the Merger; the combined company’s plans, objectives and expectations; future financial and operating results; and other statements that are not historical facts.

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, including the following risks, uncertainties and other factors:

· other economic, competitive, governmental, legislative, regulatory, geopolitical and technological factors that may negatively impact our businesses, operations or pricing; and

· other factors identified in Bonanza’s and SandRidge’s filings with the Securities and Exchange Commission.

Actual results may differ materially from those projected in the forward-looking statements. Bonanza does not undertake to update any forward-looking statements.

Additional Information and Where to Find It

This communication relates to the proposed business combination between Bonanza and SandRidge. The proposed combination will be submitted to Bonanza’s and SandRidge’s stockholders for their consideration and approval. In connection with the proposed combination, Bonanza and SandRidge will prepare and file with the SEC a registration statement on FormS-4 containing a joint proxy statement/prospectus and other documents with respect to the proposed Merger. This communication is not a substitute for the registration statement, proxy statement/prospectus or other document(s)that Bonanza and/or SandRidge may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF BONANZA AND SANDRIDGE ARE URGED TO READ CAREFULLY THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BONANZA, SANDRIDGE AND THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents (when they are available) and other related documents filed with theSECat theSEC’sweb site atwww.sec.gov. Investors may also request copies of the documents filed with the SEC by Bonanza by contacting Bonanza’s Investor Relations. Investors may also request copies of the documents filed with the SEC by SandRidge by contacting SandRidge’s Investor Relations.

Certain Information Regarding Participants

Bonanza, SandRidge and their respective directors and executive officers may be deemed participants in the solicitation of proxies in connection with the proposed transaction. You can find information about Bonanza’s directors and executive officers in its Current Reports on Form8-K which were filed with the SEC on April28, 2017, June12, 2017 and August4, 2017 and its Quarterly Report on Form10-Q for the period ending September30, 2017, filed with the SEC on November9, 2017. You can find information about SandRidge’s directors and executive officers in its Definitive Proxy Statement, which was filed with the SEC on April28, 2017 and its Current Reports on Form8-K filed with the SEC on June28, 2017 and August1, 2017. Additional information regarding the special interests of these directors and executive officers in the proposed transaction will be included in the registration statement, proxy statement/prospectus or other documents filed with the SEC if any when they become available. You may obtain these documents (when they become available) free of charge at the SEC’s web site at www.sec.gov and from Investor Relations at Bonanza or SandRidge as described above.

No Offer or Solicitations

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section10 of the U.S. Securities Act of 1933, as amended.

Item 9.01 Exhibits.

(d) Exhibits

ExhibitNo.

Description

99.1

News Release,Issued November15, 2017.


Bonanza Creek Energy, Inc. Exhibit
EX-99.1 2 a17-27070_2ex99d1.htm EX-99.1 Exhibit 99.1     SandRidge Energy to Acquire Bonanza Creek Energy for $36.00 Per Share in Cash and Stock   ·                  Adds 67,…
To view the full exhibit click here

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.