Bonanza Creek Energy, Inc. (Form: 8-K, Received: 12/28/2017 17:27:14)

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

December 28, 2017

Date of Report (Date of earliest event reported)

Bonanza Creek Energy, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-35371		61-1630631
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(I.R.S. employer identification number)

410 17th Street, Suite 1400

Denver, Colorado 80202

(Address of principal executive offices, including zip code)

(720) 440-6100

(Registrant’s telephone number, including area code)

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

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

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

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

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

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 o

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. o

Item 1.01 Entry into a Material Definitive Agreement.

The information set forth in Item 1.02 of this Form 8-K is incorporated by reference herein.

Item 1.02 Termination of a Material Definitive Agreement.

As previously disclosed, on November 14, 2017, Bonanza Creek Energy, Inc., a Delaware corporation (“Bonanza Creek”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with SandRidge Energy, Inc., a Delaware corporation (“SandRidge”), and Brook Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of SandRidge (“Merger Sub”), which contemplated that Merger Sub will be merged with and into Bonanza Creek, with Bonanza Creek continuing as the surviving entity and wholly owned subsidiary of SandRidge. On December 28, 2017, Bonanza Creek, SandRidge and Merger Sub entered into a Termination Agreement, dated as of December 28, 2017 (the “Termination Agreement”), pursuant to which the parties mutually terminated the Merger Agreement.

Bonanza Creek and SandRidge also agreed to release each other from certain claims and liabilities arising out of or related to the Merger Agreement or the transactions contemplated therein or thereby, including any non-solicit and break fee obligations. Pursuant to the Termination Agreement, SandRidge will reimburse Bonanza Creek for certain transaction-related expenses, up to a total of $3,730,888, which is consistent with the payment SandRidge otherwise would have been obligated to pay Bonanza Creek under the Merger Agreement if the SandRidge stockholders rejected the proposal to issue SandRidge common stock in connection with the transaction at the proposed special meeting of SandRidge stockholders to consider such proposal. Other than the foregoing, pursuant to the Termination Agreement, each party agrees to bear its own costs, fees and expenses in connection with the Merger Agreement and the transactions contemplated thereby.

The foregoing descriptions of the Merger Agreement and the Termination Agreement are not complete and are subject to and qualified in their entirety by reference to the full text of the Merger Agreement, which was filed as an exhibit to Bonanza Creek’s Current Report on Form 8-K filed on November 15, 2017, and the full text of the Termination Agreement, a copy of which is filed as Exhibit 10.1 hereto, each of which are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On December 28, 2017, Bonanza Creek issued a press release with respect to, among other things, the Termination Agreement. The press release is included in this report as Exhibit 99.1 and is incorporated herein by reference. This information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 of 1933, as amended, or the Exchange Act.

Cautionary Statement Regarding Forward-Looking Statements

This communication includes forward-looking statements. Use of the words “may,” “will,” “would,” “could,” “should,” “believes,” “estimates,” “projects,” “potential,” “expects,” “plans,” “seeks,” “intends,” “evaluates,” “pursues,” “anticipates,” “continues,” “designs,” “impacts,” “affects,” “forecasts,” “target,” “outlook,” “initiative,” “objective,” “designed,” “priorities,” “goal,” or the negative of those words or other similar expressions is intended to identify forward-looking statements that represent our current judgment about possible future events. These forward-looking statements may include statements with respect to, among other things, the mutual termination of the merger and the independent prospects of each company.

These forward-looking statements are based on numerous assumptions (some of which may prove to be incorrect) and are subject to risks, uncertainties and other factors that could cause actual results and events to differ materially from those expressed or implied by these forward-looking statements. Neither SandRidge, Bonanza Creek nor any of their directors, executive officers or advisors, provide any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur. Risks and uncertainties that could cause results to differ from expectations include: the effects of disruption caused by the announcement of and termination of the contemplated transaction and its termination making it more difficult to maintain relationships with employees, customers, vendors and other business partners; the risk that stockholder

litigation in connection with the contemplated transaction and its termination may result in significant costs of defense, indemnification and liability; other business effects, including the effects of industry, economic or political conditions outside of the control of the parties to the contemplated transaction; transaction costs; actual or contingent liabilities and disruptions to the financial or capital markets. Actual results may differ materially from those projected in the forward-looking statements. Bonanza Creek does not undertake to update any forward-looking statements.

Item 9.01 Exhibits.

(d) Exhibits

Exhibit No.		Description

10.1		Termination Agreement, dated as of December 28, 2017, by and among Bonanza Creek Creek Energy, Inc., SandRidge Energy, Inc. and Brook Merger Sub, Inc.
99.1		Press Release, Issued December 28, 2017.

SIGNATURES

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.

	Bonanza Creek Energy, Inc.

Date: December 28, 2017	By:	/s/ Cyrus D. Marter IV
		Cyrus D. Marter IV
		Senior Vice President, General Counsel and Secretary

Exhibit 10.1

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (this “ Agreement ”), dated December 28, 2017, is by and among SandRidge Energy, Inc., a Delaware corporation (“ SandRidge ”), Brook Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of SandRidge (“ Merger Sub ”), and Bonanza Creek Energy, Inc., a Delaware corporation (“ Bonanza Creek ” and, together with SandRidge and Merger Sub, the “ Parties ”). Capitalized terms used but not defined herein have the respective meanings given to them in the Merger Agreement (as defined below).

WHEREAS, the Parties entered into that certain Agreement and Plan of Merger, dated as of November 13, 2017 (the “ Merger Agreement ”); and

WHEREAS, the respective boards of directors of the Parties have determined that it is in the best interest of their respective companies and stockholders to terminate the Merger Agreement;

NOW, THEREFORE, in consideration of the covenants and agreements herein set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

1. Termination . Pursuant to Section 8.1(a) of the Merger Agreement, the Parties hereby agree that the Merger Agreement, including all schedules and exhibits thereto, and any ancillary agreements contemplated thereby or entered pursuant to (collectively, the “ Transaction Documents ”), are hereby terminated effective immediately as of the date hereof (the “ Termination Time ”) and, notwithstanding anything to the contrary in the Transaction Documents, including Section 8.3 of the Merger Agreement (provided that Section 6.8(b) of the Merger Agreement shall remain in full force and effect in accordance with its terms), the Transaction Documents are terminated in their entirety and shall be of no further force or effect whatsoever (the “ Termination ”).

2. Expense Reimbursement . SandRidge agrees to pay Bonanza Creek an amount equal to $3,730,888 concurrently with the execution of this Agreement, by wire transfer of immediately available funds to the account designated in writing by Bonanza Creek as specified on Exhibit A hereto.

3. Mutual Release; Disclaimer of Liability . Each of SandRidge, Merger Sub and Bonanza Creek, each on behalf of itself and each of its respective successors, Subsidiaries, Affiliates, assignees, officers, directors, employees, Representatives, agents, attorneys, auditors, stockholders and advisors and the heirs, successors and assigns of each of them (the “ Releasors ”), does, to the fullest extent permitted by Law, hereby fully release, forever discharge and covenant not to sue any other Party, any of their respective successors, Subsidiaries, Affiliates, assignees, officers, directors, employees, Representatives, agents, attorneys, auditors, stockholders and advisors and the heirs, successors and assigns of each of them (collectively the “ Releasees ”), from and with respect to any and all liability, claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, demands, agreements, promises, liabilities, controversies, costs, charges, damages, expenses and fees (including attorney’s, financial advisor’s or other fees) (“ Claims ”), howsoever arising, whether based on any Law or right of

action, known or unknown, mature or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, which Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, in connection with, arising out of or related to the Transaction Documents or the transactions contemplated therein or thereby. The release contemplated by this Section 3 is intended to be as broad as permitted by Law and is intended to, and does, extinguish all Claims of any kind whatsoever, whether in Law or equity or otherwise, that are based on or relate to facts, conditions, actions or omissions (known or unknown) that have existed or occurred at any time to and including the Termination Time. Each of the Releasors hereby expressly waives to the fullest extent permitted by Law the provisions, rights and benefits of California Civil Code section 1542 (or any similar Law), which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” Nothing in this Section 3 shall (i) apply to any action by any Party to enforce the rights and obligations imposed pursuant to this Agreement or (ii) constitute a release by any Party for any Claim arising under this Agreement.

4. Representations and Warranties . Each Party represents and warrants to the other that: (i) such Party has all requisite corporate power and authority to enter into this Agreement and to take the actions contemplated hereby; (ii) the execution and delivery of this Agreement and the actions contemplated hereby have been duly authorized by all necessary corporate or other action on the part of such Party; and (iii) this Agreement has been duly and validly executed and delivered by such Party and, assuming the due authorization, execution and delivery of this Agreement by the other Parties hereto, constitutes a legal, valid and binding obligation of such Party enforceable against such Party in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (ii) subject to principles governing the availability of equitable remedies (regardless of whether that enforceability is considered in a proceeding in equity or at law).

5. Further Assurances . Each Party shall, and shall cause its Subsidiaries and Affiliates to, cooperate with each other in the taking of all actions necessary, proper or advisable under this Agreement and applicable Laws to effectuate the Termination.

6. Third-Party Beneficiaries . Except for the provisions of Section 3, with respect to which each Releasee is an expressly intended third-party beneficiary thereof, this Agreement is not intended to (and does not) confer on any Person other than the Parties any rights or remedies or impose on any Person other than the Parties any obligations.

7. Entire Agreement . This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the Parties or any of them with respect to the subject matter hereof.

8. Amendments . Any amendment, modification or waiver of any provision of this Agreement, or any consent to departure from the terms of this Agreement, shall not be binding unless in writing and signed by the Party or Parties against whom such amendment, modification, waiver or consent is sought to be enforced.

9. Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the Law of any other jurisdiction.

10. Submission to Jurisdiction; Appointment of Agent for Service of Process . Each of the Parties hereto (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware (the “ Chancery Court ”) or, if, but only if, the Chancery Court lacks subject matter jurisdiction, any federal court located in the State of Delaware with respect to any dispute arising out of, relating to or in connection with this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (iii) agrees that it will not bring any action arising out of, relating to or in connection with this Agreement or any of the transactions contemplated by this Agreement in any court other than the courts of the State of Delaware, as described above. Nothing in this Section 10 shall prevent any Party from bringing an action or proceeding in any jurisdiction to enforce any judgment of the Chancery Court or any federal court located in the State of Delaware, as applicable. Each Party to this Agreement irrevocably consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 10 in the manner provided for notices in Section 9.3 of the Merger Agreement.

11. Waiver of Jury Trial . Each of the Parties hereto waives any right to trial by jury with respect to any action related to or arising out of this Agreement or any of the transactions contemplated hereby.

12. Specific Performance . Each Party agrees that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Each Party agrees that, in the event of any breach or threatened breach by any other Party of any covenant or obligation contained in this Agreement, the non-breaching Party shall be entitled (in addition to any other remedy that may be available to it whether in law or equity, including monetary damages) to (a) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation, and (b) an injunction restraining such breach or threatened breach .

[Signature Page Follows]

IN WITNESS WHEREOF, SandRidge, Merger Sub and Bonanza Creek have caused this Agreement to be executed as of the date first written above.

	SANDRIDGE ENERGY, INC.


	By:	/s/ James D. Bennett
	Name:	James D. Bennett
	Title:	President and Chief Executive Officer


	BROOK MERGER SUB, INC.


	By:	/s/ James D. Bennett
	Name:	James D. Bennett
	Title:	President and Chief Executive Officer


	BONANZA CREEK ENERGY, INC.


	By:	/s/ R. Seth Bullock
	Name:	R. Seth Bullock
	Title:	Interim Chief Executive Officer

Exhibit 99.1

NEWS RELEASE

Bonanza Creek Energy Announces the Termination of its Merger Agreement with SandRidge Energy

DENVER, December 28, 2017 — Bonanza Creek Energy, Inc. (NYSE: BCEI) (“Bonanza Creek” or “the Company”) announces that it has agreed to terminate its previously announced agreement to merge with SandRidge Energy, Inc. (NYSE: SD) (“SandRidge”).

After consultation with SandRidge’s largest shareholders, SandRidge’s Board of Directors concluded that it would not receive approval for the transaction at its planned special meeting. An agreement between Bonanza Creek and SandRidge was then reached to mutually terminate the merger agreement.

As part of the mutual termination agreement, SandRidge will reimburse Bonanza Creek for transaction-related expenses up to $3.7 million.

Jack Vaughn, the Chairman of Bonanza Creek’s Board of Directors, stated, “While we are disappointed with this result, we are very pleased with the progress that Bonanza Creek has made this year and will continue to focus on developing Bonanza Creek’s assets and maximizing value for our shareholders. Given the competence and dedication of our team, the high quality of our assets, our strong balance sheet, and our strategic flexibility, we look forward to this effort. We intend to provide an operational update, along with an announcement of our 2018 capital program and guidance, in January.”

About Bonanza Creek Energy, Inc.

Bonanza Creek Energy, Inc. is an independent oil and natural gas company engaged in the acquisition, exploration, development and production of onshore oil and associated liquids-rich natural gas in the United States. The Company’s assets and operations are concentrated primarily in the Rocky Mountain region in the Wattenberg Field, focused on the Niobrara and Codell formations, and in southern Arkansas, focused on oily Cotton Valley sands. The Company’s common shares are listed for trading on the NYSE under the symbol: “BCEI.” For more information about the Company, please visit www.bonanzacrk.com. Please note that the Company routinely posts important information about the Company under the Investor Relations section of its website.

For further information please contact:

James R. Edwards

Director — Investor Relations

jedwards@bonanzacrk.com

720-440-6136