UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): April 1, 2021

Date of Report (Date of earliest event reported): March 18, 2021

HighPoint Resources Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-38435	82-3620361
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

~~555~~410 17th Street, Suite ~~3700~~1400

Denver, Colorado 80202

(Address of principal executive offices, including zip code)

(~~303~~720) ~~293~~440-~~9100~~6100

(Registrant’s telephone number, including area code)

~~Not~~555 ~~Applicable~~17th Street, Suite 3700

Denver, Colorado 80202

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol		Name of each exchange on which registered
Common Stock, $0.001 par value		HPR		New York Stock Exchange(1)

(1) The common stock, par value $0.001 per share, of HighPoint Resources Corporation will be suspended from trading prior to the opening of the market on April 5, 2021 and will no longer be listed on the New York Stock Exchange.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐ ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ¨

Introductory Note

On April 1, 2021, Bonanza Creek Energy, Inc., a Delaware corporation (“Bonanza Creek”) completed its previously announced acquisition of HighPoint Resources Corporation, a Delaware corporation (“HighPoint”), pursuant to the terms of HighPoint’s prepackaged plan of reorganization under Chapter 11 of the United States Bankruptcy Code (the “Prepackaged Plan”), which was confirmed by the U.S. Bankruptcy Court for the District of Delaware on March 18, 2021 pursuant to a confirmation order (the “Confirmation Order”) and went effective on April 1, 2021.

The Prepackaged Plan implements the merger (the “Merger”) and restructuring transactions (together with the Merger, the “Transaction”) in accordance with the Agreement and Plan of Merger, dated as of November 9, 2020 (the “Merger Agreement”), by and among Bonanza Creek, HighPoint and Boron Merger Sub, Inc., a wholly-owned subsidiary of Bonanza Creek (“Merger Sub”). Pursuant to the Prepackaged Plan and the Merger Agreement, at the effective time of the Merger (the “Effective Time”) and the effective date under the Prepackaged Plan (the “Effective Date”), Merger Sub merged with and into HighPoint, with HighPoint continuing as the surviving corporation (the “Surviving Corporation”) and wholly-owned subsidiary of Bonanza Creek. At the Effective Time, each eligible share of common stock, par value $0.001 per share, of HighPoint (“HighPoint Common Stock”) issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive 0.11464 shares of Bonanza Creek Common Stock, with cash paid in lieu of the issuance of any fractional shares.

Concurrently with the Merger and pursuant to the Prepackaged Plan, and in exchange for the $625 million in aggregate principal amount outstanding of 7.0% Senior Notes due 2022 of HighPoint Operating Corporation (“HighPoint OpCo”) and 8.75% Senior Notes due 2025 of HighPoint OpCo (collectively, the “HighPoint Senior Notes”), Bonanza Creek issued to all holders of HighPoint Senior Notes an aggregate of (i) 9,314,214 shares of common stock, par value $0.01 per share, of Bonanza Creek (“Bonanza Creek Common Stock”) and (ii) $100 million aggregate principal amount of 7.5% Senior Notes due 2026 of Bonanza Creek (“Bonanza Creek Senior Notes”) pursuant to an indenture (the “Indenture”), dated April 1, 2021, by and among Bonanza Creek, U.S. Bank National Association, as trustee (the “Trustee”), and the subsidiary guarantors party thereto.

The events described in this Current Report on Form 8-K took place in connection with the completion of the Transaction.

Item 1.02

Termination of a Material Definitive Agreement.

HighPoint Credit Facility

In connection with the consummation of the Merger and the occurrence of the Effective Date, on April 1, 2021, HighPoint terminated all outstanding lender commitments, including commitments of the lenders to issue letters of credit, under that certain Fourth Amended and Restated Credit Facility (as amended from time to time, the “HighPoint Credit Agreement”), by and among HighPoint, as parent guarantor, HighPoint OpCo, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. In connection with the termination of the HighPoint Credit Agreement, on April 1, 2021, all outstanding obligations for principal, interest and fees under the HighPoint Credit Agreement were paid off in full (other than certain letters of credit which are being assumed by Bonanza Creek), and all liens securing such obligations and any letter of credit or hedging obligations permitted by the HighPoint Credit Agreement to be secured by such liens and guarantees of such obligations were released.

Cancellation of the HighPoint Senior Notes

Upon the Effective Date, the HighPoint Senior Notes were cancelled pursuant to the Confirmation Order and thereafter represented only the right to receive an aggregate of (i) 9,314,214 shares of Bonanza Creek Common Stock and (ii) $100 million aggregate principal amount of Bonanza Creek Senior Notes.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.

Item 1.03

Bankruptcy or Receivership.

On March 18, 2021, the United States Bankruptcy Court for the District of Delaware confirmed the prepackaged plan of reorganization (the “Prepackaged Plan”) of HighPoint Resources Corporation (“HighPoint”) and entered a confirmation order (the “Confirmation Order). The ~~Prepackaged~~information ~~Plan~~set ~~implements~~forth ~~the~~in ~~merger and restructuring transactions pursuant to~~ the ~~Agreement~~Introductory Note and ~~Plan~~Item ~~of Merger, dated as of November 9, 2020, by and among Bonanza Creek Energy, Inc~~2.01 ~~(“Bonanza Creek”), HighPoint and Boron Merger Sub, Inc. (the “Merger Agreement”), and the Transaction Support Agreement, dated as~~ of ~~November 9,~~this ~~2020,~~Current byReport ~~and~~on ~~among HighPoint, HighPoint Operating Corporation, Fifth Pocket Production, LLC, certain consenting holders of HighPoint Operating Corporation’s 7.0% Senior Notes due October~~Form ~~15, 2022 and~~ 8~~.75%~~-K ~~Senior~~is ~~Notes~~incorporated ~~due~~by ~~June 15,~~reference ~~2025,~~into ~~and~~this ~~certain~~Item ~~consenting HighPoint stockholders (the “TSA”)~~1. 03.

AsItem ~~previously disclosed, the Prepackaged Plan includes the following key features~~2.01 ~~Capitalized~~Completion ~~terms~~of ~~used~~Acquisition inor ~~the~~Disposition ~~summary~~of ~~below but not otherwise defined herein have the meaning given to such terms in the Prepackaged Plan~~Assets.

•As ~~Cancellation~~discussed ofin ~~Notes~~the ~~Claims~~Introductory Note inof ~~Exchange~~this ~~for~~Current ~~Bonanza~~Report ~~Creek~~on ~~Common~~Form 8-K, ~~Stock~~on ~~and~~April 1, ~~New~~2021, Bonanza Creek ~~Senior~~completed ~~Notes.~~its ~~Holders~~previously ofannounced ~~Allowed~~acquisition ~~Notes~~of ~~Claims~~the HighPoint ~~will~~as ~~receive~~part ~~their~~of ~~pro~~HighPoint’s ~~rata~~reorganization ~~share~~under ofChapter ~~(i)~~11 ~~9,314,214 shares~~ of ~~Bonanza~~the ~~Creek~~United ~~common~~States ~~stock,~~Bankruptcy ~~which will constitute approximately 30~~Code.4% ofAt the ~~fully~~Effective ~~diluted~~Time, ~~aggregate~~each eligible ~~outstanding~~share ~~shares~~ of ~~Bonanza~~HighPoint ~~Creek~~Common ~~common~~Stock ~~stock~~issued ~~(subject~~and tooutstanding ~~dilution~~immediately asprior ~~contemplated~~to by the ~~terms~~Effective ~~set~~Time ~~forth~~was inautomatically ~~the~~converted ~~Merger Agreement and~~ into the ~~Prepackaged~~right ~~Plan),~~to ~~and~~receive ~~(ii)~~0.11464 ~~$100~~shares ~~million~~of inBonanza ~~principal~~Creek ofCommon ~~newly~~Stock, ~~issued~~with ~~7.5%~~cash ~~senior~~paid ~~notes~~in ~~due~~lieu ~~2026~~ of ~~Bonanza~~fractional ~~Creek~~shares.

•Pursuant ~~Cancellation~~to the terms of the ~~Existing~~Prepackaged ~~HPR~~Plan, ~~Interests~~upon inthe ~~Exchange~~Effective ~~for~~Date, ~~Bonanza~~concurrently ~~Creek~~with ~~Common~~the ~~Stock.~~Merger ~~Holders~~and ofin ~~Existing~~exchange ~~HPR~~for ~~Interests~~the ~~will~~$625 ~~receive~~million ~~their~~in ~~pro~~aggregate principal ~~rata~~amount ~~share~~outstanding of ~~490,221~~HighPoint ~~shares~~Senior ofNotes, Bonanza Creek ~~common~~issued ~~stock,~~to holders ~~which~~of ~~will~~HighPoint ~~constitute~~Senior ~~approximately~~Notes ~~1.6%~~an aggregate of ~~the~~(i) 9,314,214 ~~fully diluted aggregate outstanding~~ shares of Bonanza Creek ~~common~~Common ~~stock~~Stock and (~~subject~~ii) Bonanza toCreek ~~dilution~~Senior asNotes ~~contemplated~~in byan ~~the~~aggregate ~~terms~~principal ~~set~~amount equal ~~forth~~to in$100 ~~the~~million, ~~Merger~~to ~~Agreement~~be ~~and~~allocated ~~the~~pro ~~Prepackaged~~rata ~~Plan)~~among holders.

~~• Exit RBL Facility.~~ The ~~capital~~issuance ~~structure~~ of Bonanza Creek Common ~~following~~Stock ~~the~~in ~~consummation~~connection ofwith the ~~transactions~~Transaction ~~contemplated~~was byregistered under the ~~Prepackaged~~Securities ~~Plan~~Act ~~will~~of ~~include~~1933, aas ~~senior~~amended ~~secured~~(the ~~credit~~“Securities ~~facility~~Act”), pursuant ~~with~~to ~~aggregate~~Bonanza ~~available~~Creek’s ~~commitments~~registration statements on Form S-4, as amended (~~drawn~~Registration Statement Nos. 333-251401 and ~~undrawn~~333-251402), which ~~collectively)~~were ofdeclared ~~not~~effective ~~less~~by ~~than~~the ~~$250~~U.S. ~~million~~Securities inand ~~principal~~Exchange ~~amount~~Commission (the “Commission”) on February 9, 2021. The ~~Allowed~~related ~~RBL~~joint ~~Claims~~proxy ~~are~~statement/prospectus and ~~unimpaired~~exchange ~~under~~offer ~~the~~prospectus ~~Prepackaged~~contain ~~Plan~~additional information about the Merger.

•The ~~Operational~~foregoing ~~Claims~~description of ~~Unimpaired.~~the ~~Holders~~Merger, ofthe ~~Allowed~~Merger ~~Administrative~~Agreement, ~~Claims~~the Prepackaged Plan, ~~Allowed~~and ~~Priority~~the ~~Tax~~transactions ~~Claims~~contemplated thereby, ~~Allowed~~is ~~Other~~a ~~Secured~~summary ~~Claims~~only, ~~Allowed~~does ~~Other~~not ~~Priority~~purport to ~~Claims~~be complete, and ~~Allowed~~is ~~General~~subject ~~Unsecured~~to ~~Claims~~and qualified in its entirety by reference to the full text of the Merger Agreement and the Confirmation Order, copies of which are ~~unimpaired~~attached ~~under~~hereto or incorporated by reference as Exhibits 2.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 2.01. The information set forth in the ~~Prepackaged~~Introductory ~~Plan~~Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

~~The~~Item ~~consummation of the Prepackaged Plan will be subject to the conditions set forth in the Prepackaged Plan, the Merger Agreement, the TSA and related transaction documents~~3.01 ~~The~~Notice ~~foregoing description~~ of ~~the~~Delisting ~~Prepackaged~~or ~~Plan~~Failure ~~does not purport~~ to beSatisfy ~~complete~~a ~~and~~Continued isListing ~~qualified~~Rule inor ~~its~~Standard; ~~entirety~~Transfer byof ~~reference to the complete Prepackaged Plan, which is attached as Exhibit A to the Confirmation Order~~Listing. ~~The Confirmation Order is attached hereto as Exhibit 99.1 and is hereby incorporated by reference into this Item 1.03.~~

~~Item~~On 8April 1, 2021, in connection with the completion of the Merger, HighPoint notified the New York Stock Exchange (the “NYSE”) that the completion of the Merger has occurred and requested that the trading of shares of HighPoint Common Stock on the NYSE be suspended and that the listing of such shares on the NYSE be withdrawn.01 ~~Other~~In ~~Events~~addition, HighPoint requested that the NYSE file with the Commission a notification on Form 25 to report the delisting of shares of HighPoint Common Stock from the NYSE and to deregister shares of HighPoint Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The HighPoint Common Stock will be suspended from trading prior to the opening of the market on April 5, 2021. In addition, the Surviving Corporation intends to file with the Commission a Form 15 requesting that the reporting obligations of the Company under Sections 13(a) and 15(d) of the Exchange Act be suspended.

~~On March 18, 2021, HighPoint issued a press release announcing the confirmation of the Prepackaged Plan. A copy of the press release is furnished as Exhibit 99.~~2 ~~to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.~~

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note, Item 1.02, Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01

Changes in Control of Registrant.

As a result of the completion of the Merger, at the Effective Time, HighPoint became a wholly owned subsidiary of Bonanza Creek.

The information set forth in the Introductory Note, Item 2.01, Item 3.03, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the terms of the Merger Agreement and the Prepackaged Plan, each director of HighPoint prior to the Effective Time ceased his or her respective service as a director of HighPoint.

Also as of the Effective Time and pursuant to the Prepackaged Plan, each of R. Scot Woodall, President and Chief Executive Officer; William M. Crawford, Chief Financial Officer; and Kenneth A. Wonstolen, Senior Vice President, General Counsel and Corporate Secretary, were deemed to have resigned as an officer of HighPoint. These resignations were not a result of any disagreements between HighPoint and the officers on any matter relating to HighPoint’s operations, policies or practices. The Surviving Corporation will be ultimately managed by the directors and officers of Bonanza Creek, as its wholly owned subsidiary.

Item 5.03

Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the completion of the Merger, HighPoint’s amended and restated certificate of incorporation in effect immediately prior to the Effective Time was amended and restated in its entirety as of the Effective Time. In connection with the completion of the Merger, the bylaws of Merger Sub as in effect immediately prior to the Effective Time became the bylaws of the Surviving Corporation.

The certificate of incorporation and bylaws of HighPoint in effect at the Effective Time are attached as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K. The foregoing descriptions of the certificate of incorporation and bylaws are subject to and qualified in their entirety by reference to Exhibits 3.1 and 3.2 of this Current Report on Form 8-K, which are incorporated by reference into this Item 5.03.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Confirmation Order, filed March 18, 2021.
2.1†		Agreement and Plan of Merger, dated as of November 9, 2020, by and among Bonanza Creek Energy, Inc., HighPoint Resources Corporation and Boron Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to HighPoint Resources Corporation’s Current Report on Form 8-K filed on November 9, 2020).
99.2		Press Release dated as of March 18, 2021.
3.1*		Second Amended and Restated Certificate of Incorporation of HighPoint Resources Corporation, dated April 1, 2021.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
3.2*		Second Amended and Restated Bylaws of HighPoint Resources Corporation, dated April 1, 2021.

4.1	Confirmation Order, filed March 18, 2021 (incorporated by reference to Exhibit 99.1 to HighPoint Resources Corporation’s Current Report on Form 8-K filed on March 24, 2021).

104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

Filed herewith.

†

Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. HighPoint Resources Corporation agrees to furnish a supplemental copy of any omitted schedule or attachment to the Commission upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 1, 2021

HIGHPOINT RESOURCES CORPORATION

	By:	/s/ Cyrus D. Marter IV
		Cyrus D. Marter IV
		President and Secretary

Date: March 24, 2021

HIGHPOINT RESOURCES CORPORATION

/s/ Kenneth A. Wonstolen

Kenneth A. Wonstolen

Senior Vice President - General Counsel and Secretary

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