Civitas Resources, Inc. (CIVI) Earnings Call Transcript & Summary

Good day, and welcome to the Bonanza Creek Energy, Inc. 2021 Virtual Special Meeting. I would now like to turn the conference over to Eric Greager. Please go ahead.

Good morning, ladies and gentlemen. On behalf of Bonanza Creek Energy, Inc., I would like to welcome you to our virtual only special meeting of shareholders. I am Eric Greager, President and Chief Executive Officer of the company. As the company's bylaws provide, I will act as Chairperson of this meeting. Also on the webcast is Skip Marter, our Executive Vice President, General Counsel and Secretary. Skip will act as secretary for our meeting. In keeping with the digital approach to this special meeting, it is now shortly after 09:00 a.m. on March 12, and this meeting is officially called to order. It is my privilege to welcome our Board of Directors to today's webcast. Brian Steck, our Chairman; Carrie Hudak; Paul Keglevic; Jack Vaughn; Scott Vogel; and Jeff Wojahn. I would also like to introduce the company's officers present today. Brant DeMuth, Executive Vice President and Chief Financial Officer; Sandy Garbiso, Vice President and chief Accounting Officer; Dean Tinsley, Senior Vice President, Operations; Scott Landreth, Senior Director, Finance, Investor Relations and Treasurer. The Board of Directors has appointed Christine Amrhein, a representative of American Election Services to act as inspector of elections for this meeting and any adjournment or postponement of the meeting. Ms. Amrhein previously signed an oath to act as inspector of elections, and this oath will be on file with the minutes of this meeting. At this time, Skip Marter will begin the formal portion of the meeting.

Thank you, Eric. I'd like to discuss the mechanics of our meeting. The meeting will be conducted in accordance with the agenda and rules of conduct displayed on your virtual meeting screen. Only validated stockholders may submit comments regarding the proposal being addressed during this meeting. If you'd like to submit a comment during the meeting, you may do so by typing your comment in the box located at the bottom left corner of the webcast screen. Please note that this meeting is not being recorded. No one attending via the webcast or telephone is permitted to use any audio recording device. The Board of Directors of Bonanza Creek set February 1, 2021 as the record date for this special meeting of stockholders. Each holder of common stock is entitled to 1 vote for each share of common stock held of record at the close of business on February 1, 2021. We have a record of stockholders as of that date, which shows the stockholders and their respective number of shares that each is entitled to vote at this meeting. The stockholder list has been on file at the company's principal place of business for the 10 days immediately prior to the date of this meeting and has been available for inspection by any stockholder during that period at any time during normal business hours. The list is also available on the website, if any stockholder wishes to examine it. And the list will be filed with the minutes of this meeting. I will now establish for the record that the meeting has been properly convened and that there is a quorum present for the transaction of business. According to the list of stockholders of record as of the close of business on February 1, 2021, the record date, there were 20,839,227 shares of common stock outstanding. A quorum for this meeting requires the presence either in person or by proxy, the holders of a majority of the shares outstanding on the record date, which is 10,419,614 shares. I will now present the affidavit of mailing of the notice and the accompanying proxy material and prospectus and report on the existence of a quorum for the meeting. The affidavit of mailing -- sorry, the affidavit of mailing of notice states that the notice of meeting and accompanying proxy materials and prospectus were mailed on or about February 10, 2021 to stockholders of record as of February 1, 2021, the record date. This is in accordance with the bylaws of the company. In addition, I have been advised by the inspector of elections that the preliminary voting report indicates that a total of 18,137,522 shares or 87% of the company's outstanding shares as of the record date were represented in person or by proxy at the opening of this meeting. Because at least a majority of the company's shares outstanding on the record date is represented here today, a quorum is present. As such, the meeting is duly constituted and the business of the meeting may proceed. As Secretary, I report that the existence of a quorum is accepted. I direct that the affidavit of mailing of notice be made part of the minutes of the meeting. We may now proceed to transact the business for which this meeting has been called. Now I will present the matter to be voted upon. Please note that we will give stockholders an opportunity to comment on the proposal. The proposal is to approve the issuance of shares of Bonanza Creek common stock, par value $0.01 per share, to stockholders and noteholders of HighPoint Resources Corporation in connection with the transactions pursuant to the terms of the agreement and plan of merger dated as of November 9, 2020, as amended from time to time, by and among Bonanza Creek, HighPoint and Boron Merger Sub, Inc., a wholly owned subsidiary of Bonanza Creek. This proposal is referred to as the share issuance proposal. The affirmative vote of at least a majority of shares entitled to vote and represented in person or by proxy is required to approve the share issuance proposal. This concludes a specific proposal that was set forth in the notice of this meeting. There are no other matters set by the Board or the officers for your consideration at this meeting. If any stockholder would like to make a comment regarding the share issuance proposal, please submit your comment through the web portal. It is now 9:07 a.m. Mountain Standard Time on March 12, 2021, and the polls are now open. Any stockholder who hasn't yet voted or wishes to change their vote, may do so by clicking on the Voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or Internet and who do not wish to change their vote, do not need to take any further action. We'll pause here to allow people to vote and also to take a look and see if there's any comments. [Voting]

Now that everyone has had the opportunity to vote, I declare the polls for all matters voted upon at this meeting officially closed at 09:08 a.m. Mountain Standard Time, today, March 12, 2021. I'm sorry, is there a comment?

There is a question.

I pause here as there is a question came in at the last minute.

So the question is, will the issuance for BCEI shares be the same in the merger with the bankruptcy and without the bankruptcy?

Yes. It will certainly be the same. The way it is allocated may vary a little bit because of -- there'll be 0 holdouts on the notes, the HighPoint notes but the allocation mechanism is exactly the same as it's been previously announced. Anything else?

I'll give it a minute to refresh. I'm not showing any further questions.

Okay. Okay. Well, I'll go ahead and we'll just say I declare the polls for all matters voted upon on this meeting officially closed at say 09:09 Mountain time today, March 12, 2021, and direct the inspector of elections to tabulate the ballots. I'll pause for a moment. Okay. I've been advised by the inspector of elections that the preliminary vote report shows that at least a majority of the shares present at this meeting in person or by proxy voted in favor of the share issuance proposal and the share issuance proposal has been approved. The inspector of elections will furnish the secretary a written report of the final vote count with respect to the matter voted on today, which will be included in the minutes of this meeting. We will be reporting the final vote results in a Form 8-K to be filed within 4 business days from today, likely will file the Form 8-K actually later this afternoon. You've now heard the results of the voting, and this completes the formal business to be conducted at this meeting. There being no other matters to come before the meeting, the 2021 Special Meeting of Stockholders of Bonanza Creek Energy, Inc. is now adjourned.

Thank you again for your time today and for your continued support of Bonanza Creek Energy, Inc. Good day.