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 Report (Date of earliest event reported): January 17, 2017

 

 

Bonanza Creek Energy, Inc.

(Exact name of registrant as specified in its charter)

 

     
Delaware 001-35371 61-1630631

(State or other jurisdiction of

incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

   
410 17th Street, Suite 1400  
Denver, Colorado 80202
(Address of principal executive offices) (Zip Code)
       

 

Registrant’s telephone number, including area code: (720) 440-6100

 

Not Applicable 

(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))

 

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On January 17, 2017, Bonanza Creek Energy, Inc. (the “Company”) issued a press release announcing that it received an unsolicited inquiry from Bill Barrett Corporation regarding a potential transaction and entered into a confidentiality agreement with Bill Barrett Corporation. A copy of the press release is being furnished as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.

 

The information furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing of the Company’s under the Securities Act of 1933, as amended (the “Securities Act”), unless specifically identified therein as being incorporated therein by reference.

 

Forward-Looking Statements

 

This Current Report on Form 8-K contains certain statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical facts, included in this Current Report on Form 8-K that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, among other things, the risk factors discussed in this Current Report and in our most recent Annual Report on Form 10-K as well as in other reports filed from time to time by the Company with the Securities and Exchange Commission, most of which are beyond our control. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “plan,” “expect,” “indicate” and similar expressions are intended to identify forward-looking statements. All statements other than statements of current or historical fact contained in this Current Report are forward-looking statements. Although we believe that the forward-looking statements contained in this Current Report are based upon reasonable assumptions, the forward-looking events and circumstances discussed in this Current Report may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.

 

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

     
(d) Exhibits.  
     
  99.1

Press Release dated January 17, 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: January 17, 2017 By: /s/ Cyrus D. Marter IV
    Cyrus D. Marter IV
    Senior Vice President, General Counsel
    and Secretary
   

 

 

 

 

EXHIBIT INDEX

 

Exhibit No. Description
   
   
99.1

Press Release dated January 17, 2017.