Item 5.07. Submission of Matters to a Vote of Security Holders.
On
At the HighPoint Special Meeting, (i) the HighPoint out-of-court proposal was approved by the affirmative vote of the holders of a majority of the outstanding shares of the Company common stock entitled to vote on the proposal, (ii) the HighPoint compensation proposal was approved, on a non-binding advisory basis, by the affirmative vote of a majority of votes cast at the special meeting and (iii) the HighPoint bankruptcy proposal was approved by the affirmative vote of two-thirds of the amount of shares of HighPoint common stock that were voted.
As disclosed in the Joint Proxy Statement/Prospectus, as of the close of
business on
The number of shares voted for or against, as well as abstentions and broker non-votes, if applicable, with respect to the HighPoint out-of-court proposal presented at the HighPoint Special Meeting was:
Votes For Votes Against Abstentions Broker Non-Votes 2,340,529 14,065 5,017
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The number of shares voted for or against, as well as abstentions and broker non-votes, if applicable, with respect to the HighPoint compensation proposal presented at the HighPoint Special Meeting was:
Votes For Votes Against Abstentions Broker Non-Votes 2,200,759 114,658 44,194 -
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The number of shares voted to accept or reject the HighPoint bankruptcy proposal was:
Accept Reject 2,313,993 19,279 Item 8.01. Other Events.
On
In addition, on
The information in this Item 8.01 (including the exhibits) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (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 or the Exchange Act.
No Offer or Solicitation
This communication relates to the Merger between HighPoint and Bonanza Creek, which includes the commencement by HighPoint and Bonanza Creek of the Exchange Offer and Consent Solicitation and the simultaneous solicitation of the Prepackaged Plan. Communications in this document do not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval with respect to the Merger, the Exchange Offer and Consent Solicitation or other aspect of the Transaction, nor shall there be any sale, issuance or transfer 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 offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933.
Important Additional Information
In connection with the Transaction, HighPoint and Bonanza Creek have filed
materials with the
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URGED TO CAREFULLY AND THOROUGHLY READ THE EXCHANGE PROSPECTUS, JOINT PROXY
STATEMENT/PROSPECTUS, AND REGISTRATION STATEMENTS, AS EACH MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY HIGHPOINT
AND BONANZA CREEK WITH THE
Investors will be able to obtain free copies of the Registration Statements,
Joint Proxy Statement/Prospectus and Exchange Prospectus, as each may be amended
from time to time, and other relevant documents filed by HighPoint and Bonanza
Creek with the
Forward-Looking Statements and Cautionary Statements
Certain statements in this document concerning the Transaction, including any statements regarding the expected timetable for completing the Transaction, the results, effects, benefits and synergies of the Transaction, future opportunities for the combined company, future financial performance and condition, guidance and any other statements regarding HighPoint's or Bonanza Creek's future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are "forward-looking" statements based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words "anticipate," "believe," "ensure," "expect," "if," "intend," "estimate," "probable," "project," "forecasts," "predict," "outlook," "aim," "will," "could," "should," "would," "potential," "may," "might," "anticipate," "likely" "plan," "positioned," "strategy," and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995.
These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to, the risk that a condition to closing of the Transaction may not be satisfied, that either party may terminate the Merger Agreement or that the closing of the Transaction might be delayed or not occur at all; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Transaction; the diversion of management time on Transaction-related issues; the ultimate timing, outcome and results of integrating the operations of HighPoint and Bonanza Creek; the effects of the business combination of HighPoint and Bonanza Creek, including the combined company's future financial condition, results of operations, strategy and plans; the ability of the combined company to realize anticipated synergies in the timeframe expected or at all; changes in capital markets and the ability of the combined company to finance operations in the manner expected; regulatory approval of the Transaction; the effects of commodity prices; the risks of oil and gas activities; the risks and unpredictability inherent in the bankruptcy process; and the fact that operating costs and business disruption may be greater than expected following the public announcement or consummation of the Transaction. Expectations regarding business outlook, including changes in revenue, pricing, capital expenditures, cash flow generation, strategies for our operations, oil and natural gas market conditions, legal, economic and regulatory conditions, and environmental matters are only forecasts regarding these matters.
Additional factors that could cause results to differ materially can be found in
(i) the Company's Annual Report on Form 10-K for the year ended
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All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither HighPoint nor Bonanza Creek assume any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing . . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description of Exhibits 99.1 Joint Press Release dated as ofMarch 12, 2021 . 99.2 Joint Press Release dated as ofMarch 12, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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