Each one in plain English, with the numbers worked through for a shareholder.
28 Sept 2021securities registration● Neutral
Bonanza Creek filed the final joint proxy statement/prospectus for its mergers with Extraction and Crestone Peak. Stockholders of both companies were to vote on October 29, 2021, and Bonanza Creek would be renamed Civitas Resources.
Amendment No. 2 to the S-4 is an exhibit-only filing: it contains just the cover page, an explanatory note, Part II (including the standard director/officer indemnification disclosure covering the Extraction and Crestone Peak mergers), signatures and one exhibit. It carries no new deal terms or figures.
Amendment No. 1 to the S-4 raised the registered Bonanza Creek shares to 31,432,993 and added 5,104,086 replacement warrants and 5,201,519 shares underlying them. The Extraction shares estimate rose by 111,274 to 26,337,804 at the unchanged 1.1711 ratio, dividend-equalization shares rose by 2,487 to up to 588,790, and an extra $19,662.76 fee was paid.
Bonanza Creek filed the registration statement (Form S-4) and joint proxy statement/prospectus for the Extraction merger, which also covers the simultaneous Crestone Peak acquisition. It registers up to 30,936,254 new shares for Extraction holders (1.1711 shares per Extraction share, plus about 0.008479 shares per Extraction share to equalize the $0.35 dividend paid June 30, 2021). Post-deal ownership is stated as about 50%/50% for the Extraction merger alone, or 37% Bonanza Creek / 37% Extraction / 26% Crestone Peak if both close. The name would change to Civitas Resources (CIVI) on the Extraction closing. The filing is not yet effective, and shareholder votes are still needed.
The June 6, 2021 Crestone Peak merger agreement gives Crestone Peak's holder 22,500,000 new company shares. After both mergers, existing company holders would own 37%, Extraction holders 37% and Crestone Peak holders about 26%, so current shareholders would be diluted from the roughly 50% stake under the Extraction deal alone. The board would grow to nine, with one independent designee of Canada Pension Plan Investment Board. Closing needs company shareholder approval, antitrust clearance and the Extraction merger closing; the outside date is December 6, 2021, and a $37.5 million termination fee (reduced to $15 million if an Extraction-deal fee is also paid) applies in specified cases.
On June 6, 2021 the company signed a second merger agreement, to acquire Crestone Peak (CPPIB Crestone Peak Resources America Inc.) through a two-step merger into a company subsidiary, with Extraction a party for certain provisions. Closing is expressly conditioned on the Extraction merger closing. This filing only furnishes the press release and presentation (not visible in the truncated text), so the deal terms are in the companion filing.
CIVITAS RESOURCES, INC. shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
On May 19, 2021 the lenders under the December 2018 JPMorgan-led credit facility consented, subject to certain limitations, to the Extraction merger. They also agreed to push the May 1, 2021 borrowing base review back to July 1, 2021. This clears one lender hurdle for the merger, but the filing gives no new borrowing base figure.