0000902664-21-002690.txt : 20210511 0000902664-21-002690.hdr.sgml : 20210511 20210511121523 ACCESSION NUMBER: 0000902664-21-002690 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210511 DATE AS OF CHANGE: 20210511 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Extraction Oil & Gas, Inc. CENTRAL INDEX KEY: 0001655020 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 461473923 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89691 FILM NUMBER: 21910373 BUSINESS ADDRESS: STREET 1: 370 17TH STREET STREET 2: SUITE 5200 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (720) 557-8300 MAIL ADDRESS: STREET 1: 370 17TH STREET STREET 2: SUITE 5200 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: Extraction Oil & Gas, LLC DATE OF NAME CHANGE: 20151007 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kimmeridge Energy Management Company, LLC CENTRAL INDEX KEY: 0001706220 IRS NUMBER: 454106121 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 412 WEST 15TH STREET STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 646-517-7252 MAIL ADDRESS: STREET 1: 412 WEST 15TH STREET STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10011 SC 13D/A 1 p21-1383sc13da.htm EXTRACTION OIL & GAS, INC.

 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 

Extraction Oil & Gas, Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

30227M105

(CUSIP Number)
 
Benjamin Dell
Kimmeridge Energy Management Company, LLC
412 West 15th Street - 11th Floor
New York, NY 10011
 
Eleazer Klein, Esq.
Adriana Schwartz, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

May 9, 2021

(Date of Event Which Requires Filing of This Statement)
 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

 

(Page 1 of 5 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 30227M105SCHEDULE 13D/APage 2 of 5 Pages

 

1

NAME OF REPORTING PERSON

Kimmeridge Energy Management Company, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

9,799,080

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

9,799,080

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,799,080

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

38.12%

14

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 30227M105SCHEDULE 13D/APage 3 of 5 Pages

 

 

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (the "Amendment No. 1"). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

 

Item 4. PURPOSE OF TRANSACTION
   
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

 

 

On May 9, 2021, the Issuer, Bonanza Creek Energy, Inc. ("BCEI"), and Raptor Eagle Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of BCEI ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), providing for a merger of equals between the Issuer and BCEI (the "Merger"). The Merger Agreement provides at Closing (as defined in the Merger Agreement) that the post-Merger board of the combined company ("New Board") will include Benjamin Dell, the Managing Member of the Reporting Person, who will serve as the chairman of the New Board. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on May 10, 2021 (the "May 10 Form 8-K").

In connection with the Merger Agreement, on May 9, 2021, the Reporting Person entered into a Voting and Support Agreement (the "Voting Agreement"), by and among BCEI, the Issuer and the Reporting Person, pursuant to which the Reporting Person has agreed to vote its Shares in favor of the matters to be submitted to the Issuer's stockholders in connection with the Merger, subject to the terms and conditions set forth in the Voting Agreement.

The Voting Agreement will terminate upon the earliest to occur of: (a) the effective time of the Merger, (b) the date on which the Merger Agreement is terminated in accordance with its terms, (c) the mutual written consent of the parties thereto and (d) the date of any modification, waiver or amendment to the Merger Agreement effected without the Reporting Person's consent that (i) decreases the amount or changes the form of consideration payable to all of the stockholders of the Issuer pursuant to the terms of the Merger Agreement or (ii) otherwise materially adversely affects the interests of the Reporting Person or the stockholders of the Issuer. The foregoing summary of the Voting Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Voting Agreement, which is referenced as Exhibit B to this Schedule 13D and is also incorporated herein by reference.

In addition, on May 9, 2021, BCEI and the Kimmeridge Fund entered into a Registration Rights Agreement, as required by and referenced by, and consistent with the terms of, the Merger Agreement, granting customary registration rights to the Kimmeridge Fund with respect to the resale of the shares of common stock of BCEI to be issued to the Kimmeridge Fund in connection with the Merger.

   

 

 

CUSIP No. 30227M105SCHEDULE 13D/APage 4 of 5 Pages

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
Items 5(a)-(b) of the Schedule 13D are hereby amended and restated in their entireties as follows:
   
(a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Shares and percentages of the Shares beneficially owned by the Reporting Person.  The percentages used in this Schedule 13D are calculated based upon 25,703,212 Shares outstanding as of May 7, 2021, as provided for in the Merger Agreement.
   
(b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
   
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
     
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:  
     
  The Reporting Person's response to Item 4 is incorporated by reference into this Item 6.  
     
Item 7. MATERIAL TO BE FILED AS EXHIBITS  
     
Item 7 of the Schedule 13D is hereby amended and supplemented to add the following:  
     
Exhibit B: Voting Agreement, dated as of May 9, 2021 (incorporated by reference to Exhibit 10.1 to the May 10 Form 8-K).  

 

CUSIP No. 30227M105SCHEDULE 13D/APage 5 of 5 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: May 11, 2021

 

 

 

  KIMMERIDGE ENERGY MANAGEMENT COMPANY, LLC
     
     
  By: /s/  Benjamin Dell
  Name: Benjamin Dell
  Title: Managing Member