CHAPTER 11 PROCEEDINGS | CHAPTER 11 PROCEEDINGS On December 23, 2016, Bonanza Creek Energy, Inc. and its subsidiaries entered into a Restructuring Support Agreement (the “RSA”) with (i) holders of approximately 51% in aggregate principal amount of the Company's 5.75% Senior Notes due 2023 (“ 5.75% Senior Notes”) and 6.75% Senior Notes due 2021 (“ 6.75% Senior Notes”), collectively (the “Senior Notes”) and (ii) NGL Energy Partners, LP and NGL Crude Logistics, LLC. On January 4, 2017, the Company and certain of its subsidiaries (collectively with the Company, the “Debtors”) filed voluntary petitions (the “Bankruptcy Petitions,” and the cases commenced thereby, the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) to pursue the Debtors’ Joint Prepackaged Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (as proposed, the “Plan”). The Bankruptcy Court granted the Debtors' motion seeking to administer all of the Debtors' Chapter 11 Cases jointly under the caption In re Bonanza Creek Energy, Inc., et al (Case No. 17-10015). The Debtors received bankruptcy court confirmation of their Plan on April 7, 2017, and emerged from bankruptcy on April 28, 2017. Although the Company is no longer a debtor-in-possession, the Company was a debtor-in-possession during a portion of the quarter ended March 31, 2017 . As such, certain aspects of the bankruptcy proceedings of the Company and related matters are described below in order to provide context and explain part of our financial condition and results of operations for the period presented. Effect of Bankruptcy Proceedings During the bankruptcy proceedings, the Company conducted normal business activities and was authorized to pay and has paid pre-petition employee wages and benefits, pre-petition amounts owed to certain lienholders and critical vendors, pre-petition amounts owed to pipeline owners that transport the Company's production, and funds belonging to third parties, including royalty and working interest owners. In addition, subject to specific exceptions under the Bankruptcy Code, the Chapter 11 filings automatically stayed most judicial or administrative actions against the Company and efforts by creditors to collect on or otherwise exercise rights or remedies with respect to pre-petition claims. As a result, we did not record interest expense on the Company’s Senior Notes from January 6, 2017, the conversion date, through March 31, 2017 . For that period, contractual interest on the Senior Notes totaled $12.0 million . Plan of Reorganization The Plan contemplated that we continue our day-to-day operations substantially as currently conducted and that all of our commercial and operational contracts remain in effect in accordance with their terms preserving the rights of all parties. The significant elements of the Plan on the Effective Date were as follows: • The Senior Notes and existing common shares of the Company (“Existing Common Shares”) will be canceled, and the reorganized Company will issue (i) new common shares (the “New Common Shares”), (ii) three year warrants (the “Warrants”) entitling their holders upon exercise thereof, on a pro rata basis, to 7.5% of the total outstanding New Common Shares at a per share price of $71.23 per Warrant, and (iii) rights (the “Subscription Rights”) to acquire the New Common Shares offered in connection with the Rights Offering (“Rights Offering Equity”), each of which will be distributed as set forth below; • The RBL Credit Facility Secured Claims (as defined in the Plan) are allowed claims for all purposes under the Plan. Each holder of an Allowed RBL Credit Facility Secured Claim shall be entitled to receive, in full and final satisfaction of its allowed RBL Credit Facility Secured Claim, (a) payment in full in cash of such claim and (b) such holder’s ratable share of participation in the Exit RBL Facility (as defined in the Plan); • Holders of allowed general unsecured claims against Bonanza Creek Energy, Inc. shall be entitled to receive their ratable share of: (a) 29.4% of the New Common Shares, subject to dilution by the Rights Offering Equity, the Management Incentive Plan (as defined in the Plan) (“MIP”) and the Warrants and (b) 37.8% of the Subscription Rights; • Holders of allowed general unsecured claims against Bonanza Creek Energy Operating Company, LLC, shall receive their ratable share of 17.6% of the New Common Shares subject to dilution by the Rights Offering Equity, the Management Incentive Plan and the Warrants. • Holders of allowed general unsecured claims against Debtors other than Bonanza Creek Energy, Inc. and Bonanza Creek Operating Company, LLC, shall receive their ratable share of: (a) 48.5% of the New Common Shares, subject to dilution by the Rights Offering Equity, the Management Incentive Plan and the Warrants and (b) 62.2% of the Subscription Rights; • Holders of Existing Common Shares shall neither receive any distributions nor retain any property on account thereof pursuant to the Plan. Notwithstanding the foregoing, on or as soon as reasonably practicable after the Effective Date, holders of Existing Common Shares shall receive, in exchange for the releases by such holders of the Released Parties (as defined in the Plan), their ratable share of (i) 4.5% of the New Common Shares, subject to dilution by the Rights Offering Equity, the Management Incentive Plan and the Warrants and (ii) the Warrants (the “Settlement Consideration”); provided, however, that any holder of Existing Common Shares that opts not to grant the voluntary releases contained in section 11.8 of the Plan shall not be entitled to receive its ratable share of the Settlement Consideration; • Holders of allowed Administrative Expense Claims, Priority Tax Claims, Other Priority Claims, and Unsecured Trade Claims (each as defined in the Plan) shall be entitled to payment in full in cash or other treatment that will render such claim unimpaired under section 1124 of the Bankruptcy Code; • Holders of allowed Other Secured Claims (as defined in the Plan) shall be entitled to payment in full in cash; reinstatement of the legal, equitable and contractual rights of the holder of such claim; a distribution of the proceeds of the sale or disposition of the collateral securing such claim, in each case, solely to the extent of the value of the holder’s secured interest in such collateral; return of collateral securing such claim; or other treatment that will render such claim unimpaired under section 1124 of the Bankruptcy Code. The Senior Notes aggregate principal amount of $800 million , plus $14.9 million of accrued and unpaid pre-petition interest and $51.2 million of prepayment premiums, all shown as liabilities subject to compromise on the accompanying balance sheets, will be settled for 96.1% of the of the Company's New Common Stock. In accordance with the Plan, on the Effective Date, we issued an aggregate of 19,543,211 or 96.1% shares of New Common Stock to holders of the Senior Notes and 803,083 or 3.9% shares of New Common Stock to holders of our Existing Common Stock, of which 1.75% is for the ad hoc equity committee settlement in exchange for $7.5 million , on terms equivalent to those of the Rights Offering Equity. The MIP is comprised of 10% of the Company's New Common Stock on a fully-diluted basis. Approximately 37% of the MIP was allocated to employees upon emergence. This emergence grant consisted of (i) 50% in the form of options with a 10-year term and strike price of $34.36 and (ii) 50% in the form of restricted stock units; and in each case shall vest one-third on each of the first three anniversaries of the Effective Date. The remaining 63% of the MIP will be allocated to employees at the sole discretion of the new board of directors. The Company's backstop commitment agreement called for each backstop party to backstop the Rights Offering Shares of the New Common Stock of the reorganized company upon emergence from Chapter 11 for an aggregate purchase price of $200.0 million . In exchange for providing the backstop commitments, the Company has agreed to pay the backstop parties, a fee in an amount equal to six percent of the aggregate amount of the backstop commitments payable in New Common Shares issued at the same price as the Rights Offering Equity, and to reimburse the administrative expenses incurred by the backstop parties in connection with the backstop commitment agreement. The backstop commitment was confirmed as part of the Plan and cash transferred on the Effective Date. New Directors In accordance with the Plan, the post-emergence Company's board of directors is made up of seven individuals, two of which are existing board members, Richard J. Carty and Jeffrey E. Wojahn, and five new board members consisting of Paul Keglevic, Brian Steck, Thomas B. Tyree, Jr., Jack E. Vaughn, and Scott D. Vogel. Executory Contracts Subject to certain exceptions, under the Bankruptcy Code, the Company and the Chapter 11 Subsidiaries may assume, assign, or reject certain executory contracts and unexpired leases subject to the approval of the Bankruptcy Court and fulfillment of certain other conditions. The Company rejected one unexpired office lease and is currently in negotiations for a replacement office lease with the same Company. There was no claim filed against the Company for the rejected lease, as such, there was no accrual recorded. As confirmed in the Plan, the Company entered into a termination and release of the purchase agreement with Silo Energy, LLC (“Silo”) and terminated the prior purchase agreement with NGL Crude Logistics, LLC (“NGL”) and entered into a new purchase agreement with NGL. Please refer to Note 6 - Commitments and Contingencies for additional discussion. The remaining portion of the Silo settlement was accrued for as of December 31, 2016, and was reclassified to liabilities subject to compromise on the the accompanying balance sheets as of March 31, 2017 . The new NGL agreement does not have a settlement payment, as such, there is no liability to be accrued. Liabilities Subject To Compromise Our financial statements include amounts classified as liabilities subject to compromise, which is pre-petition obligations that are not fully secured and that have at least a possibility of not being repaid at the full claim amount. The Company had an all trade motion, allowing us to freely pay pre-petition liabilities and the one contract that was rejected had no associated claim filed. The following table summarizes the components of liabilities subject to compromise included on our balance sheets as of March 31, 2017 : As of March 31, 2017 (in thousands) Senior Notes $ 800,000 Accrued interest on Senior Notes (pre-petition) 14,879 Make-whole payment on Senior Notes 51,185 Silo contract settlement accrual 7,228 Total liabilities subject to compromise $ 873,292 Reorganization Items, Net Reorganization items represent amounts incurred subsequent to the bankruptcy filing as a direct result of the Chapter 11 filing. The following table summarizes the components included in the reorganization items, net line item within the statements of operations for the three months ended March 31, 2017 : For the Three Months Ended March 31, 2017 (in thousands) Legal and professional fees and expenses (1) $ 31,662 Write-off of debt issuance and premium costs (2) 6,156 Make-whole payment on Senior Notes (2) 51,185 Total reorganization items, net $ 89,003 ___________________________________________ (1) This balance is comprised of $2.5 million in cash payments with the remaining balance being accrued for in the accounts payable and accrued expenses line item in the accompanying balance sheets. (2) This balance is non-cash. Subsequent Event In connection with the emergence from the Chapter 11 cases, we have determined that we will qualify for fresh-start accounting because (i) the holders of existing voting shares of the Company prior to its emergence received less than 50% of the voting shares of the Company's outstanding shares following its emergence from bankruptcy and (ii) the reorganization value of our assets immediately prior to confirmation of the plan of reorganization was less than the post-petition liabilities and allowed claims. Upon adoption of fresh-start accounting, our assets and liabilities will be recorded at their fair value as of the Effective Date. The fair values of our assets and liabilities as of that date may differ materially from the recorded values of our assets and liabilities as reflected in our historical consolidated financial statements. In addition, our adoption of fresh-start accounting may materially affect our results of operations following the fresh-start reporting dates, as we will have a new basis in our assets and liabilities. Consequently, our historical financial statements are not reliable indicators of our financial condition and results of operations for any period after we adopt fresh-start accounting. We are in the process of evaluating the impact of the fresh-start accounting on our consolidated financial statements. We cannot currently estimate the financial effect of the Company’s emergence from bankruptcy on our financial statements, although we expect to record material adjustments related to our Plan and also for the application of fresh-start accounting guidance upon emergence. Subsequent to March 31, 2017 , as a result of our emergence from Chapter 11, the Company paid $31.7 million in professional fees. In addition, as outlined in the Plan, the Company paid $191.7 million in principal and $2.1 million in accrued interest and fees on its existing revolving credit facility. |