Past year: ▼ 46%(27.09 – 50.76 USD)
Each one in plain English, with the numbers worked through for a shareholder.
17 Sept 2021business combination● Neutral
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.
27 Aug 2021business combination● Neutral
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.
14 July 2021business combination● NeutralMajor
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.
8 June 2021business combination● NeutralMajor
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.
7 June 2021business combination● NeutralMajor
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.
21 May 2021material agreement▲ Good
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.
10 May 2021business combination● Neutral
This May 10, 2021 filing furnishes the press release and investor presentation for the Extraction Oil & Gas merger of equals signed May 9, 2021. It adds no new terms in the visible text (the press release is truncated beyond the headline: all-stock deal, combined company named Civitas Resources, about $2.6 billion enterprise value, roughly 425,000 net acres in the DJ Basin). It supports the merger thread already opened.
10 May 2021business combination● NeutralMajor
On May 9, 2021 the company signed a merger of equals with Extraction Oil & Gas: each Extraction share converts into 1.1711 company shares, leaving each side's holders with about 50% of the combined company. The combined company is to be renamed Civitas Resources (ticker CIVI), with Ben Dell as chairman and Eric Greager as CEO on an eight-member board. Closing needs both sides' shareholder votes, antitrust clearance and an effective S-4, with a November 9, 2021 outside date and a $37.5 million termination fee in specified cases. This starts a new merger thread right after the HighPoint closing.
1 Apr 2021asset acquisition disposition▲ GoodMajor
On April 1, 2021 the company completed the HighPoint acquisition through HighPoint's confirmed prepackaged plan: HighPoint is now a wholly-owned subsidiary, HighPoint shareholders get 0.11464 company shares per share, and holders of the $625 million of HighPoint notes received 9,314,214 shares and $100 million of new 7.5% senior notes due 2026. The credit facility was amended the same day, raising maximum commitments from $750M to $1,000M and the borrowing base from $260M to $500M (LIBOR floor 0.50%, max net leverage 3.0x), and HighPoint's own credit facility was paid off and terminated. Franklin Advisers also signed a registration rights agreement with sale limits. This resolves the HighPoint merger thread; the visible text is truncated, so any leadership change (Item 5.02) is not seen.
22 Mar 2021business combination▲ GoodMajor
On March 18, 2021 the Delaware bankruptcy court confirmed HighPoint's prepackaged Chapter 11 plan, which carries out the November 2020 merger agreement and the noteholder support agreement. Closing is still subject to the conditions in the plan and merger documents, so this moves the HighPoint deal forward but the completion is not yet reported here.
1 Mar 2021business combination● Neutral
An 8-K filed March 1, 2021 attaches HighPoint's annual report for 2020 (plus auditor and petroleum engineer consents) so it counts as part of the two merger registration statements. It adds no new deal terms; the HighPoint merger and note exchange continue as before, and the filing does not give the financial figures in the visible text.
11 Feb 2021business combination● NeutralMajor
An 8-K says the SEC declared both HighPoint-deal registration statements effective on February 9, 2021. On February 10 the company set its shareholder vote for March 12, 2021 (record date February 1, 2021) and launched the exchange offers for HighPoint's 7.0% 2022 and 8.75% 2025 notes. HighPoint began collecting noteholder consents and votes on its prepackaged Chapter 11 plan at the same time. This moves the merger from filing stage to active voting and tendering. Closing is not yet reported, and the expiration dates are not seen in the visible text.
5 Feb 2021business combination● Neutral
Amendment No. 2 to the noteholder-exchange S-4, dated February 5, 2021, keeps the minimum payout per $1,000 of HighPoint notes at 14.9027424 company shares (valued at $318.77 at the February 1, 2021 close) and $138.46 of new 7.5% notes due 2026, plus accrued interest and the $2.50 consent fee. Total stock remains 9,314,214 shares and the new notes equal $100 million minus untendered HighPoint notes. The 97.5% test applies to each series. The company's subsidiaries are listed as guarantor registrants. The expiration and voting deadlines are still blank, so the exchange timetable is not yet set.
5 Feb 2021business combination● Neutral
Amendment No. 2 to the joint proxy S-4, dated February 5, 2021, sets the company's special meeting for March 12, 2021 at 9:00 a.m. Mountain Time, held virtually. The board unanimously recommends voting for the share issuance, which needs a majority of votes cast. Deal terms are unchanged: existing holders about 68%, HighPoint stockholders about 1.6%, participating noteholders about 30.4%, and 0.114 shares per HighPoint share. The prepackaged Chapter 11 remains the fallback. This resolves the blank meeting date for the company's vote; the HighPoint meeting date is not seen in the truncated text.
1 Feb 2021business combination● Neutral
An 8-K reports that on January 29, 2021 the company and HighPoint amended the November 2020 merger agreement. The 97.5% note participation test now applies to each series of HighPoint notes separately, instead of 97.5% of both series combined plus a majority of each series. All other material terms are said to remain substantially the same. This continues the HighPoint merger thread and matches the change already seen in the S-4 amendments. The filing says the registration statements were not yet effective.
1 Feb 2021business combination● NeutralMajor
Amendment No. 1 to the joint proxy S-4, dated January 29, 2021 (posted February 1), restates the HighPoint deal terms: about 68% to existing company holders, 1.6% to HighPoint stockholders and 30.4% to participating noteholders, with 0.114 shares per HighPoint share. The changes seen are that the 97.5% note participation test now applies to each series of notes and that the notes are referred to as those of HighPoint Operating Corporation. The prepackaged Chapter 11 remains the fallback if the exchange or HighPoint holder vote fails. The special meeting date is still blank, and the filing is truncated, so other changes are not seen.
1 Feb 2021business combination● NeutralMajor
Amendment No. 1 to the noteholder-exchange S-4, filed around January 29, 2021 (posted February 1), sets the minimum payout: for each $1,000 of HighPoint notes, at least 14.9027424 company shares (worth $301.78 at the January 26, 2021 close) and $138.46 of new company notes, plus accrued interest and the $2.50 consent fee. The 97.5% minimum now applies to each series of notes rather than the total, and the notes are described as issued by HighPoint Operating Corporation. Total stock stays at 9,314,214 shares, so existing holders' roughly 68% stake is unchanged; the extra shares or notes depend on participation. Meeting and deadline dates are still blank.
17 Dec 2020business combination● NeutralMajor
A second S-4 filed December 17, 2020 registers the securities for the HighPoint noteholder exchange: 9,314,214 company shares (about $210.6 million at $22.61 per share) and up to $100 million of new 7.5% Senior Notes due 2026, guaranteed by company subsidiaries. HighPoint's $350 million 7.0% 2022 notes and $275 million 8.75% 2025 notes would be exchanged, with a $2.50 per $1,000 consent fee, and out-of-court closing needs 97.5% participation. This continues the November 2020 merger thread and adds the new notes as a company debt obligation if the exchange completes. The filing is truncated, so per-$1,000 consideration is not seen here.
17 Dec 2020business combination● NeutralMajor
On December 17, 2020 the company filed its first registration statement (Form S-4) for the HighPoint deal announced November 9, 2020. This one registers 490,221 shares for HighPoint stockholders (0.114 company shares per HighPoint share, valued at about $11.1 million at $22.61 per share) and carries the joint proxy statement asking both companies' holders to vote. Terms match the announced deal: existing company holders about 68% after closing, and a company-board recommendation to vote for the share issuance. If the notes exchange falls short of 97.5% or HighPoint holders do not approve, HighPoint intends to use a prepackaged Chapter 11. The meeting date is blank and the filing is truncated, so no new terms are seen.
20 Nov 2020listing compliance notice▲ GoodMajor
the exchange certified CIVITAS RESOURCES, INC.'s securities for listing, clearing them to begin trading.
9 Nov 2020business combination● Neutral
A companion filing on November 9, 2020 that announces the HighPoint merger through a joint press release and an investor presentation. The body is mostly legal notices (no-offer, proxy and S-4 registration, forward-looking statement warnings) and adds no new deal terms beyond the main merger filing. It lists the risks that shareholders may not approve, closing conditions may not be met, or HighPoint may need to reorganize in bankruptcy.
9 Nov 2020business combination● NeutralMajor
On November 9, 2020 the company agreed to acquire HighPoint Resources through a merger plus an exchange of HighPoint's $625 million of senior notes for 9,314,214 new company shares and up to $100 million of new company senior notes. After closing, existing company shareholders would own about 68% of the combined company, HighPoint shareholders 1.6% and participating HighPoint noteholders 30.4%, so current holders are diluted to about 68%. HighPoint stockholders would get a fixed ratio of 0.114 company shares per HighPoint share. The deal would close out of court if 97.5% of the notes tender and HighPoint holders approve; otherwise HighPoint may use a prepackaged Chapter 11 plan, with deadlines of April 8, 2021 and May 24, 2021. Brian Steck is to be chairman of a seven-member board, and HighPoint paid the company a $6 million fee at signing. This is a new thread, and the filing is truncated, so some terms are not seen.
22 June 2020debt financing▼ BadMajor
On June 18, 2020, at its scheduled semi-annual review, the company and its JPMorgan-led lenders cut the borrowing base on the December 2018 credit facility from $375 million to $260 million and lowered the elected loan limit from $350 million to $260 million. The amendment also adds tighter terms: weekly mandatory repayment of cash above $35.0 million, a lower maximum leverage ratio (4.0 to 3.5), and higher interest margins. All lenders supported it, and the next redetermination is due around November 1, 2020. This reduces the company's borrowing room compared with the $350 million base set in 2018.
25 June 2019auditor change● Neutral
On June 19, 2019 the audit committee replaced Grant Thornton (appointed in April 2017) with Deloitte & Touche as auditor for fiscal 2019, after a competitive proposal process. Grant Thornton's 2017 and 2018 audit reports were clean and the filing reports no disagreements with them.
10 Dec 2018debt financing▲ GoodMajor
On December 7, 2018 the company replaced its KeyBank credit facility with a new JPMorgan-led reserve-based facility: $750.0 million total commitments, a $350.0 million initial borrowing base, $50.0 million drawn at closing, maturing December 7, 2023. It repaid the $30.0 million outstanding on the old facility, which was terminated; the new facility carries leverage and current-ratio covenants and is secured on substantially all assets. The press release says the borrowing base is up from $191.7 million and cites $24.0 million of cash and no borrowings at September 30, 2018. This resolves the 'longer-term financing' thread from June 2018.
5 June 2018debt financing● Neutral
On May 31, 2018 the company and its KeyBank-led lenders agreed to keep the existing borrowing base unchanged at $191,666,666.66 (the company asked for this, citing its liquidity and a wish to avoid unnecessary fees) and loosened the asset-sale rules so it can do asset swaps. The company says it will look at its longer-term financing needs later in the year, which is picked up by the December 2018 refinancing.
28 Dec 2017business combination▼ BadMajor
On December 28, 2017 Bonanza Creek and SandRidge mutually terminated the November merger agreement, so the $36.00-per-share deal will not happen. The press release says SandRidge's board concluded, after consulting its largest shareholders, that it would not win approval at its special meeting. They released each other from claims, including break fees, and SandRidge will reimburse Bonanza up to $3,730,888 of expenses. The company says it will continue as an independent company and plans a 2018 capital program and guidance update in January.
15 Nov 2017business combination● Neutral
A companion filing announcing the SandRidge merger by joint news release on November 15, 2017, which the press release values at $36.00 per Bonanza share ($19.20 cash plus $16.80 of SandRidge stock, subject to a collar). It adds no new terms beyond the merger agreement filing, mainly forward-looking-statement and proxy boilerplate.
15 Nov 2017business combination▲ GoodMajor
On November 14, 2017 the company agreed to be acquired by SandRidge Energy: each Bonanza share would get $19.20 in cash plus SandRidge shares worth $16.80 (exchange ratio between 0.7858 and 0.9600, depending on SandRidge's share price). It needs approval from both companies' shareholders, an effective SandRidge registration statement, NYSE listing and HSR clearance. Either side can end it if not closed by May 14, 2018 (extendable to July 14, 2018); the termination fee is $26,116,219 and expense reimbursement up to $3,730,888. This is a new sale of the company, following the April 2017 emergence plan.
1 May 2017listing compliance notice● NeutralMajor
CIVITAS RESOURCES, INC.'s exchange filed to remove a class of its securities from listing.
