HighPoint Resources Corp

HighPoint Resources Corp terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

HighPoint Resources Corp's exchange filed to remove a class of its securities from listing.

listing compliance notice

On April 1, 2021, Bonanza Creek completed its acquisition of HighPoint through the confirmed plan, and HighPoint is now a wholly owned Bonanza Creek subsidiary. Each HighPoint share was converted into 0.11464 Bonanza Creek shares (cash for fractions), the $625 million of senior notes were cancelled for 9,314,214 Bonanza Creek shares and $100 million of new notes, and the credit facility was paid off in full and terminated. Shares will be suspended from the NYSE before the open on April 5, 2021, all directors left and Woodall, Crawford and Wonstolen were deemed to have resigned, and the company intends to file a Form 15 to stop its SEC reporting.

bankruptcy or receivership

On March 18, 2021, the Delaware bankruptcy court confirmed HighPoint's prepackaged plan, four days after the filing. The plan terms are unchanged from the earlier filing: noteholders receive 9,314,214 Bonanza Creek shares plus $100 million of new notes, and existing shareholders receive a share of 490,221 Bonanza Creek shares (about 1.6%). Closing still depends on the remaining conditions in the plan, merger agreement and related documents.

bankruptcy or receivership

On March 14, 2021, HighPoint and two subsidiaries filed for Chapter 11 in Delaware to carry out the prepackaged plan that implements the Bonanza Creek merger, so the out-of-court route was not completed. Under the plan, existing HighPoint shareholders get a share of 490,221 Bonanza Creek shares (about 1.6% of the combined company) and noteholders get 9,314,214 shares (about 30.4%) plus $100 million of new 7.5% notes. The filing also says the bankruptcy filing accelerated $140 million of credit facility borrowings, $350 million of 2022 notes and $275 million of 2025 notes, but enforcement is stayed, and it warns that trading in the securities is highly speculative.

bankruptcy or receivership

HighPoint announced that its shareholder vote on the Bonanza Creek merger will be a special meeting on March 12, 2021 (record date February 1, 2021), which settles the meeting date left open earlier. Bonanza Creek also began offers to swap HighPoint's 7.0% 2022 and 8.75% 2025 notes for Bonanza Creek shares and new 7.5% notes due 2026, with a vote on the prepackaged Chapter 11 plan running alongside as the fallback if the merger is not approved or 97.5% of each note series does not participate. The filing says the merger registration statements were declared effective February 9, 2021, resolving the earlier open point that they were not yet effective.

business combination

HighPoint filed the final joint proxy statement asking its shareholders to vote on the Bonanza Creek merger, which Bonanza Creek shareholders will vote on at a March 12, 2021 meeting. It repeats the terms: about 1.6% of the combined company for HighPoint shareholders (0.114 Bonanza Creek share per HighPoint share) and about 30.4% for participating noteholders. Shareholders also vote on a prepackaged bankruptcy plan to be used if the out-of-court route fails. Fifth Creek holds about 46.5% of HighPoint's shares and has agreed to vote for the merger. The HighPoint meeting date is not in the excerpt shown.

business combination

On November 9, 2020, HighPoint agreed to be acquired by Bonanza Creek Energy, with HighPoint's $625 million of 7.0% and 8.75% senior notes to be exchanged for Bonanza Creek shares plus up to $100 million of new Bonanza Creek notes. HighPoint shareholders would get a fixed 0.114 Bonanza Creek share per HighPoint share, about 1.6% of the combined company, versus 68% for existing Bonanza Creek holders and 30.4% for participating noteholders. HighPoint paid Bonanza Creek a $6 million fee at signing. The deal closes out of court if shareholders approve and at least 97.5% of the notes tender; otherwise HighPoint may file a prepackaged Chapter 11 case, with an April 8, 2021 deadline in some scenarios. Fifth Creek-related holders of at least 46.5% of the equity and large noteholder groups have signed a support agreement.

business combination

On November 2, 2020, a second credit agreement amendment cut the commitment from $300.0 million to $185.0 million and the borrowing base from $300.0 million to $200.0 million, continuing the reductions from May 2020. It removes the $50.0 million minimum availability requirement added in May and changes some covenants.

material agreement

On May 21, 2020, in its twice-yearly borrowing base review, HighPoint's lenders cut both the borrowing base and the commitment under the 2018 credit agreement from $500.0 million to $300.0 million. The amendment also raises the interest rate on borrowings and requires at least $50.0 million of availability.

material agreement

On March 10, 2020 the NYSE told HighPoint its average share price over 30 trading days was below the $1.00 minimum, giving it six months to regain compliance (delisting is possible sooner if the price falls below certain lower thresholds). The company says it proposed a reverse stock split for the April 28, 2020 annual meeting to fix this; shares keep trading as HPR with a ".BC" tag, and the company says there is no event of default under its debt.

listing compliance notice

On February 20, 2020, HighPoint, FCEC (the former Fifth Creek owner) and NGP amended the 2018 Stockholders Agreement so the board shrinks from twelve to eight directors at the April 28, 2020 annual meeting, with FCEC's board designation right adjusted to match. The same filing furnished 2019 results: a net loss of $134.8 million ($0.64 per share), production of 12.5 MMBoe (up 23%), year-end proved reserves of 127.4 MMBoe (up 22%), and 2020 spending guided about 40% below 2019 with no increased debt.

material agreement

On September 14, 2018, HighPoint's subsidiary HighPoint Operating Corporation signed a Fourth Amended and Restated Credit Agreement with JPMorgan Chase as agent, replacing the earlier Third Amended and Restated agreement that was amended at the merger. The facility has a $1.5 billion maximum, a $500 million initial borrowing base and commitment, and its maturity moves from April 8, 2020 to September 14, 2023, with interest rates unchanged and looser covenants.

debt financing

The BBG and Fifth Creek merger closed on March 19, 2018, and the company, now named HighPoint Resources, became the parent of both. BBG holders received one HighPoint share per BBG share (110,933,552 shares) and Fifth Creek's owners received 100,000,000 shares, matching the proposed terms; trading under ticker HPR on the NYSE starts March 20, 2018. HighPoint also guaranteed BBG's bank credit agreement and its 7.0% notes due 2022 and 8.75% notes due 2025, and signed a Stockholders Agreement giving Fifth Creek's owner board designation rights while it holds at least 10%.

business combination

Second amended merger filing now states the expected ownership: existing BBG holders about 52% and Fifth Creek's sole member about 48% of the combined company. It also adds a fourth vote on an amendment to BBG's 2012 Equity Incentive Plan; the merger terms are otherwise the same and the meeting date was still blank.

business combination

A new holding company, Red Rider Holdco, filed to register shares for a planned merger of Bill Barrett Corporation (BBG) with Fifth Creek Energy Operating Company, backed by NGP Natural Resources XI. Under the December 4, 2017 merger agreement, each BBG share would convert into one Holdco share, and Fifth Creek's owner would receive 100,000,000 Holdco shares. BBG shareholders must vote to approve it; the ownership split was left blank in this first draft.

business combination