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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): June 7, 2021

 

 

 

EXTRACTION OIL & GAS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 001-37907 46-1473923
(State or other jurisdiction of
incorporation)
(Commission File Number) (I.R.S. Employer
Identification No.)
     

370 17th Street

Suite 5200

Denver, Colorado

  80202
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (720) 557-8300

 

 

 

 

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:

 

xWritten 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which
registered
Common stock, par value $0.01 per share XOG NASDAQ Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

 

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. ¨

 

 

 

 

 

 

Item 7.01. Regulation FD Disclosure.

 

On June 7, 2021, Extraction Oil & Gas, Inc. (“XOG”) entered into a merger agreement, by and among Bonanza Creek Energy, Inc., a Delaware corporation (“BCEI”), Raptor Condor Merger Sub 1, Inc., a Delaware corporation and a wholly owned subsidiary of BCEI (“Merger Sub 1”), Raptor Condor Merger Sub 2, LLC, a Delaware limited liability company and a wholly owned subsidiary of BCEI (“Merger Sub 2”), Crestone Peak Resources LP, a Delaware limited partnership (“CPR”), CPPIB Crestone Peak Resources America Inc., a Delaware corporation (“Crestone Peak”), Crestone Peak Resources Management LP, a Delaware limited partnership (“CPR Management LP”), and, solely for purposes of Article VI, Section 7.1, Section 7.5 through Section 7.9, Section 7.11, Section 7.16, Section 7.22(b), Article VIII and Article X, XOG (the “Crestone Peak Merger Agreement”).

 

The Crestone Peak Merger Agreement, among other things, provides for BCEI’s acquisition of Crestone Peak through (i) the merger of Merger Sub 1 with and into Crestone Peak (the “Merger Sub 1 Merger”), with Crestone Peak continuing its existence as the surviving corporation following the Merger Sub 1 Merger (the “Surviving Corporation”), and (ii) the subsequent merger of the Surviving Corporation with and into Merger Sub 2 (the “Merger Sub 2 Merger” and together with the Merger Sub 1 Merger, the “Crestone Peak Merger”), with Merger Sub 2 continuing as the surviving entity as a wholly owned subsidiary of BCEI.

 

The closing of the Crestone Peak Merger is expressly conditioned on the closing of the previously announced merger of equals between BCEI and XOG (the “BCEI Merger”) pursuant to that certain Agreement and Plan of Merger, dated as of May 9, 2021, by and among BCEI, Raptor Eagle Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of BCEI, and XOG (the “BCEI Merger Agreement”).

 

On June 7, 2021, XOG, BCEI and CPR issued a joint press release announcing the execution of the Crestone Peak Merger Agreement and will hold a conference call with investors to discuss the proposed Crestone Peak Merger. A copy of each of the press release and the presentation to be used in connection with the investor conference call are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and each are incorporated by reference into this Item 7.01.

 

The information in this Item 7.01 (including the exhibits) 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.

 

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No Offer or Solicitation

 

This communication relates to merger transactions between XOG and BCEI and between XOG, Crestone Peak and BCEI (collectively, the “Mergers” or the “Transactions”). This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval, in any jurisdiction, with respect to the Transactions or otherwise, nor shall there be any sale, issuance or transfer of the securities referred to in this document in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Offers of securities with respect to the BCEI Merger and offers of securities to certain holders with respect to the Crestone Merger shall be made only by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”). BCEI intends to issue the merger consideration in connection with the Crestone Merger to certain holders in reliance on the exemptions from registration requirements under the Securities Act, pursuant to Section 4(a)(2) thereof.

 

Important Additional Information

 

In connection with the Transactions, XOG and BCEI intend to file materials with the SEC, including (1) a joint proxy statement in preliminary and definitive form (the “Joint Proxy Statement”) and (2) a Registration Statement on Form S-4 with respect to the BCEI Merger (the “Registration Statement”), of which the Joint Proxy Statement will be a part. After the Registration Statement is declared effective by the SEC, XOG and BCEI intend to send the definitive form of the Joint Proxy Statement to the shareholders of XOG and the shareholders of BCEI. These documents are not substitutes for the Joint Proxy Statement or Registration Statement or for any other document that XOG or BCEI may file with the SEC and send to XOG’s shareholders or BCEI’s shareholders in connection with the Transactions. INVESTORS AND SECURITY HOLDERS OF XOG AND BCEI ARE URGED TO CAREFULLY AND THOROUGHLY READ THE JOINT PROXY STATEMENT AND THE REGISTRATION STATEMENT, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY XOG AND BCEI WITH THE SEC, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT XOG, BCEI, CRESTONE PEAK, THE TRANSACTIONS, THE RISKS RELATED THERETO AND RELATED MATTERS.

 

Investors and security holders will be able to obtain free copies of the Registration Statement and Joint Proxy Statement, as each may be amended from time to time, and other relevant documents filed by XOG and BCEI with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by XOG will be available free of charge from XOG’s website at www.extractionog.com under the “Investor Relations” tab or by contacting XOG’s Investor Relations Department at (720) 974-7773 or ir@extractionog.com. Copies of documents filed with the SEC by BCEI will be available free of charge from BCEI’s website at www.bonanzacrk.com under the “Investor Relations” tab or by contacting BCEI’s Investor Relations Department at (720) 225-6679 or slandreth@bonanzacrk.com.

 

Participants in the Solicitation

 

XOG, BCEI and their respective directors and certain of their executive officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from XOG’s shareholders and BCEI’s shareholders in connection with the Transactions. Information regarding the executive officers and directors of XOG is included in its Annual Report on Form 10-K/A filed with the SEC on April 30, 2021. Information regarding the executive officers and directors of BCEI is included in its definitive proxy statement for its 2021 annual meeting filed with the SEC on April 28, 2021. Additional information regarding the persons who may be deemed participants and their direct and indirect interests, by security holdings or otherwise, will be set forth in the Registration Statement, Joint Proxy Statement and other materials when they are filed with the SEC in connection with the Transactions. Free copies of these documents may be obtained as described in the paragraphs above.

 

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Forward-Looking Statements and Cautionary Statements

 

Certain statements in this document concerning the Transactions, including any statements regarding the expected timetable for completing the Transactions, the results, effects, benefits and synergies of the Transactions, future opportunities for the combined company, future financial performance and condition, guidance and any other statements regarding XOG’s, BCEI’s or Crestone Peak’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are “forward-looking” statements based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “probable,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “would,” “potential,” “may,” “might,” “anticipate,” “likely” “plan,” “positioned,” “strategy,” and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. Specific forward-looking statements include statements regarding XOG’s, BCEI’s and Crestone Peak’s plans and expectations with respect to the Transactions and the anticipated impact of the Transactions on the combined company’s results of operations, financial position, growth opportunities and competitive position. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995.

 

These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to, the possibility that shareholders of BCEI may not approve the issuance of new shares of BCEI Common Stock in the Transactions or that shareholders of XOG may not approve the BCEI Merger Agreement; the risk that a condition to closing of the Transactions may not be satisfied, that either party may terminate the BCEI Merger Agreement or the Crestone Peak Merger Agreement or that the closing of the Transactions might be delayed or not occur at all; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; the diversion of management time on transaction-related issues; the ultimate timing, outcome and results of integrating the operations of XOG, BCEI and Crestone Peak; the effects of the business combination of XOG, BCEI and Crestone Peak, including the combined company’s future financial condition, results of operations, strategy and plans; the ability of the combined company to realize anticipated synergies in the timeframe expected or at all; changes in capital markets and the ability of the combined company to finance operations in the manner expected; regulatory approval of the Transactions; the effects of commodity prices; the risks of oil and gas activities; and the fact that operating costs and business disruption may be greater than expected following the public announcement or consummation of the Transactions. Expectations regarding business outlook, including changes in revenue, pricing, capital expenditures, cash flow generation, strategies for our operations, oil and natural gas market conditions, legal, economic and regulatory conditions, and environmental matters are only forecasts regarding these matters.

 

Additional factors that could cause results to differ materially from those described above can be found in XOG’s Annual Report on Form 10-K for the year ended December 31, 2020 and in its subsequently filed amended Annual Report on Form 10-K/A and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, each of which is on file with the SEC and available from XOG’s website at www.extractionog.com under the “Investor Relations” tab, and in other documents XOG files with the SEC, and in BCEI’s Annual Report on Form 10-K for the year ended December 31, 2020 and in its subsequently filed Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, each of which is on file with the SEC and available from BCEI’s website at www.bonanzacrk.com under the “Investor Relations” tab, and in other documents BCEI files with the SEC.

 

All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither XOG nor BCEI assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

 

Item 9.01Financial Statements and Exhibits.

 

(d)       Exhibits.

 

Exhibit
No.
 
  Description  
99.1   Joint Press Release issued by Bonanza Creek Energy, Inc. and Extraction Oil & Gas, Inc., dated June 7, 2021.
99.2   Presentation for Investor Conference Call to be held by Extraction Oil & Gas, Inc. on June 7, 2021.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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.

 

  Extraction Oil & Gas, Inc.
     
 Date: June 7, 2021 By: /s/ Eric J. Christ
    Eric J. Christ
    Vice President, General Counsel & Corporate Secretary

 

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Exhibit 99.1

 

 

Civitas ADDS PREmium assets in dj basin with all-stock
acquisition of crestone peak resources

 

Enhances Civitas’ Scale and Synergy Potential, with Addition of Crestone’s Highly
Complementary and Adjacent Assets

 

Crestone Operations Support Civitas’ Commitment to Achieve Net-Zero Emissions

 

DENVER – June 7, 2021 – Civitas Resources, Inc. (“Civitas” or the “Company”), a Colorado energy leader that will be formed upon closing of the recently-announced merger of Bonanza Creek Energy, Inc. (NYSE: BCEI) (“Bonanza Creek”) and Extraction Oil & Gas, Inc. (NASDAQ: XOG) (“Extraction”), today announced that it has materially advanced its consolidation strategy in the Denver-Julesburg (DJ) Basin by entering into a definitive agreement to acquire Crestone Peak Resources (“Crestone”), another leading energy producer in the region. Civitas is expected to have an enterprise value of approximately $4.5 billion (based on the closing market equity capitalizations of Extraction and Bonanza Creek as of June 4, 2021), and will be optimally positioned to increase efficiencies through combining operations across more than half a million net acres and an estimated production base of approximately 160,000 barrels of oil equivalent per day.

 

The agreement to acquire Crestone represents the most recent initiative in Civitas’ execution of the new E&P business model that has been actively embraced by each of Bonanza Creek and Extraction. The model is defined by operational discipline, a strong balance sheet, commitment to free cash flow generation, financial alignment with stakeholders, environmental and community leadership, and best-in-class governance. Civitas is also proud that, inclusive of the Crestone assets, it will be Colorado’s first carbon neutral oil and gas producer (scope 1 and scope 2) upon closing, advancing its net-zero goals.

 

STRATEGIC RATIONALE

 

·The acquisition of Crestone will strengthen the strategic rationale underlying the formation of Civitas, as it is projected to enhance the Company’s scale, in-basin diversification, balance sheet, and liquidity profile. Civitas will have established itself as the preferred consolidation partner in the target-rich DJ Basin, which will help increase its trading liquidity and market relevance, and ultimately elevate its presence among top energy producers in the country.

 

·With the addition of Crestone, Civitas will operate across more than half a million net acres, with leasehold positions in all key areas of the DJ Basin. The Company will also have an estimated production base of approximately 160,000 barrels of oil equivalent per day (on a pro forma 1Q21 production basis) and YE20 SEC proved reserves of more than 530 MMBoe.

 

·Crestone’s primary shareholder is Canada Pension Plan Investment Board (“CPP Investments”). CPP Investments will become Civitas’ largest shareholder and will designate one member to the Civitas board upon closing.

 

 

 

 

·Civitas is committed to returning capital to shareholders through increased dividends and anticipates that the previously announced Civitas annual dividend of $1.60/share will be increased to $1.85 at closing, with the continued potential for additional increases, share repurchases and special dividends.

 

·The acquisition of Crestone is expected to be accretive on all 2022 estimated key metrics, including cash flow per share, dividends per share, inventory quality, credit profile and cost of capital. Civitas, pro forma for the Crestone transaction, is expected to generate more than $1.3 billion in 2022E EBITDA and more than $575 million in 2022E free cash flow.

 

·Civitas expects to target flat to low production growth with moderate cash flow reinvestment.

 

·The Company’s enhanced financial profile is expected to accelerate cash returns to shareholders. The integration of Crestone is expected to result in approximately $45 million of annual synergies, in addition to approximately $25 million in annual synergies associated with the Bonanza Creek/Extraction merger.

 

·The acquisition of Crestone will further advance Civitas’ industry-leading ESG strategy, demonstrated by the Company’s commitment to achieve net-zero emissions. Civitas has an intensive, continuing focus to reduce operational emissions and a multi-year investment in certified emissions offsets.

 

·Upon closing, Civitas will provide a progressive framework for achieving its ESG targets, which it believes will address the interests of its operating partners, employees, and service providers.

 

·Civitas was created with the goal of operating in partnership with, and delivering unprecedented value to, its communities. To that end, Civitas is committed to demonstrating industry-leading alignment with its community stakeholders through transparent communication, safe and responsible operations, and innovative community projects.

 

COMMENTARY

 

Eric Greager, President and Chief Executive Officer of Bonanza Creek, said, “We are actively building one of the most durable and profitable producers in the DJ Basin. Our combination with Crestone is just one early marker of what we hope to achieve as Civitas, as we establish ourselves as the preferred consolidation partner in the DJ Basin and work toward becoming one of the top energy producers in the nation.”

 

Tom Tyree, Chief Executive Officer of Extraction, said, “Crestone brings to Civitas complementary, premium assets at the front end of the cost curve, along with common organizational and community values, including an aggressive commitment to sustainability. We look forward to creating significant value for all stakeholders and furthering Civitas’ standing as an ESG leader among oil and gas producers in Colorado.”

 

Tony Buchanon, President and Chief Executive Officer of Crestone, said, “The benefits of in-basin consolidation are compelling, and we are pleased to become part of the dynamic enterprise that is Civitas. Crestone has long been a leader in safety and sustainability issues, and we look forward to continuing that leadership at Civitas.”

 

 

 

 

“Over the past five years of our investment in Crestone, the company has demonstrated its commitment to operational strength and efficiency, along with its introduction of innovative sustainability practices. The combination of Crestone with Civitas creates a stronger platform in the DJ Basin with significant free cash flow and the potential to continue value creation,” said Michael Hill, Managing Director and Americas Head of Sustainable Energy, CPP Investments.

 

GOVERNANCE AND TRANSACTION DETAILS

 

Following the closing of the transaction with Crestone, Civitas’ board of directors will increase from eight to nine. Each of Bonanza Creek and Extraction will designate four directors, with CPP Investments designating one director. All board members will stand for re-election annually. As previously announced, Bonanza Creek President and Chief Executive Officer, Eric Greager, will serve as President and CEO of Civitas.

 

“Our board will reflect exceptional competence, diversity, and governance standards, consistent with our focus on share price performance and our commitment to industry-leading sustainability practices. We also warmly welcome a CPP Investments director designee to Civitas,” commented Ben Dell, current Chair of the Board of Extraction, who will serve as Chair of Civitas.

 

Under the terms of the definitive agreement, shareholders of Crestone will exchange 100% of the equity interests in Crestone for approximately 22.5 million shares of Bonanza Creek common stock. Upon completion of the all-stock transaction, Bonanza Creek and Extraction shareholders will each own approximately 37% of Civitas and Crestone shareholders, including CPP Investments, will own approximately 26% of Civitas. The Company will be headquartered in Denver, Colorado.

 

The Crestone transaction, which is expected to close immediately following the Bonanza Creek/Extraction merger in the fall of 2021, has been unanimously approved by the boards of directors of Bonanza Creek, Extraction and Crestone, and fully approved by Crestone’s shareholders. Kimmeridge Energy and CPP Investments have entered into support agreements to vote in favor of the transaction. The transaction is subject to customary closing conditions, including approvals by Bonanza Creek shareholders and consummation of the Bonanza Creek / Extraction merger.

 

ADVISORS

 

J.P. Morgan Securities LLC is serving as financial advisor and Vinson & Elkins LLP is serving as legal advisor to Bonanza Creek. Petrie Partners Securities, LLC is serving as financial advisor and Kirkland & Ellis LLP is serving as legal advisor to Extraction. Jefferies LLC is serving as lead financial advisor, TD Securities (USA) LLC is serving as financial advisor, and Gibson, Dunn & Crutcher LLP is serving as legal advisor to Crestone.

 

CONFERENCE CALL WEBCAST AND ADDITIONAL MATERIALS

 

Civitas will discuss the transaction on a conference call today at 7:00a.m. Mountain Time (9:00a.m. Eastern Time). Institutional investors and analysts are invited to participate in the call by dialing (877) 793-4362, or (615) 247-0186 for international calls, using conference ID: 2588925. Other interested parties, including individual investors, members of the media and employees of Civitas and Crestone, are encouraged to participate via webcast. The webcast, and an accompanying investor presentation, may be accessed from each of the company’s respective investor relations pages: https://ir.bonanzacrk.com/investor-overview and https://ir.extractionog.com. A replay of the call will be posted on the investor relations section of each company’s homepage.

 

 

 

 

ABOUT THE COMPANIES

 

Bonanza Creek is an independent energy company engaged in the acquisition, exploration, development, and production of oil and associated liquids-rich natural gas in the Rocky Mountain region of the United States. Bonanza Creek’s assets and operations are concentrated in rural, unincorporated Weld County, Colorado, within the DJ Basin, focused on the Niobrara and Codell formations. Bonanza Creek’s common shares are listed for trading on the NYSE under the symbol: “BCEI”. For more information about Bonanza Creek, please visit www.bonanzacrk.com.

 

Extraction is a Denver-based independent energy company differentiated by its financial, operational and governance model. Extraction is focused on developing and producing crude oil, natural gas and NGLs in the Denver-Julesburg Basin of Colorado. Extraction’s common shares are listed for trading on NASDAQ under the symbol XOG. For more information about Extraction, please visit www.extractionog.com.

 

Crestone is an independent energy company focusing on the acquisition, exploration, development, and production of oil and gas reserves in the Rocky Mountain Region. Formed in 2016, Crestone’s team of nearly 200 energy professionals has significant operating experience and deep ties to communities in Colorado and is committed to operating safely and environmentally responsibly. Crestone’s acreage is located in the Greater Wattenberg Field of Colorado’s Denver-Julesburg Basin. Crestone is headquartered in Denver and has an office in Firestone. For more information about Crestone, please visit www.crestonepeakresources.com.

 

No Offer of Solicitation

 

This communication relates to proposed business combination transactions between Bonanza Creek Energy, Inc. (“BCEI”) and Extraction Oil & Gas, Inc. (“XOG”) (the “XOG Merger”) and between BCEI, Crestone Peak Resources LP (“CPR”), CPPIB Crestone Peak Resources America Inc. (“CPPIB”), Crestone Peak Resources Management LP (“CPR Management LP,” and, together with CPR and CPPIB, the “Group Companies”) and XOG (the “Crestone Merger,” and together with the XOG Merger, the “Mergers”). Communications in this document do not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval with respect to the Mergers or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Offers of securities with respect to the XOG Merger and offers of securities to certain holders with respect to the Crestone Merger shall be made only by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”). BCEI intends to issue the merger consideration in connection with the Crestone Merger to certain holders in reliance on the exemptions from the registration requirements under the Securities Act, pursuant to Section 4(a)(2) thereof.

 

 

 

 

Participants in the Solicitation

 

BCEI, XOG and their respective directors and certain of their executive officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from BCEI’s shareholders and XOG’s shareholders in connection with the Mergers. Information regarding the executive officers and directors of BCEI is included in its definitive proxy statement for its 2021 annual meeting filed with the SEC on April 28, 2021. Information regarding the executive officers and directors of XOG is included in its amended annual report on Form 10-K/A filed with the SEC on April 30, 2021. Additional information regarding the persons who may be deemed participants and their direct and indirect interests, by security holdings or otherwise, will be set forth in the Registration Statement, Joint Proxy Statement and other materials when they are filed with the SEC in connection with the Mergers. Free copies of these documents may be obtained as described in the paragraphs above.

 

Cautionary Statement Regarding Forward-Looking Information

 

Certain statements in this document concerning the Mergers, including any statements regarding the expected timetable for completing the Mergers, the results, effects, benefits and synergies of the Mergers, future opportunities for the combined company, future financial performance and condition, guidance and any other statements regarding BCEI’s, XOG’s or the Group Companies’ future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are “forward-looking” statements based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “probable,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “would,” “potential,” “may,” “might,” “anticipate,” “likely,” “plan,” “positioned,” “strategy,” and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. Specific forward-looking statements include statements regarding BCEI, XOG and the Group Companies’ plans and expectations with respect to the Mergers and the anticipated impact of the Mergers on the combined company’s results of operations, financial position, growth opportunities and competitive position. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995.

 

These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to, the possibility that shareholders of BCEI may not approve the issuance of new shares of BCEI common stock in the Mergers or that shareholders of XOG may not approve the XOG Merger Agreement; the risk that a condition to closing of the Mergers may not be satisfied, that either party may terminate the XOG Merger Agreement or the Crestone Peak Merger Agreement or that the closing of the Mergers might be delayed or not occur at all; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Mergers; the diversion of management time on Merger-related issues; the ultimate timing, outcome and results of integrating the operations of BCEI, XOG and the Group Companies; the effects of the business combination of BCEI, XOG and the Group Companies, including the combined company’s future financial condition, results of operations, strategy and plans; the ability of the combined company to realize anticipated synergies in the timeframe expected or at all; changes in capital markets and the ability of the combined company to finance operations in the manner expected; regulatory approval of the Mergers; the effects of commodity prices; the risks of oil and gas activities; and the fact that operating costs and business disruption may be greater than expected following the public announcement or consummation of the Mergers. Expectations regarding business outlook, including changes in revenue, pricing, capital expenditures, cash flow generation, strategies for our operations, oil and natural gas market conditions, legal, economic and regulatory conditions, and environmental matters are only forecasts regarding these matters.

 

 

 

 

Additional factors that could cause results to differ materially from those described above can be found in BCEI’s Annual Report on Form 10-K for the year ended December 31, 2020 and in its subsequently filed Quarterly Report on Form 10-Q, each of which is on file with the SEC and available from BCEI’s website at www.bonanzacrk.com under the “Investor Relations” tab, and in other documents BCEI files with the SEC, and in XOG’s Annual Report on Form 10-K for the year ended December 31, 2020 and in its subsequently filed Annual Report on Form 10-K/A, each of which is on file with the SEC and available from XOG’s website at www.extractionog.com under the “Investor Relations” tab, and in other documents XOG files with the SEC.

 

All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither BCEI nor XOG assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

 

Investor Contacts

 

Bonanza Creek Energy

Scott Landreth

slandreth@bonanzacrk.com

 

Extraction Oil & Gas

John Wren

ir@extractionog.com

 

Media Contacts

 

Brian Cain

(281) 825.2010

info@extractionog.com

 

Daniel Yunger

Kekst CNC

Kekst-extraction@kekstcnc.com

 

 

 

 

Exhibit 99.2

 

Civitas and Crestone Peak Preeminent DJ Basin Pure Play June 7, 2021

 

 

Important Disclosures 1 No Offer or Solicitation This communication relates to proposed business combination transactions between Bonanza Creek Energy, Inc. (“BCEI”) and Extr act ion Oil & Gas, Inc. (“XOG”) (the “XOG Merger”) and between BCEI, Crestone Peak Resources LP (“CPR”), CPPIB Crestone Peak Resources America Inc. (“CPPIB”), Crestone Peak Resourc es Management LP (“CPR Management LP,” and, together with CPR and CPPIB, the “Group Companies”) and XOG (the “Crestone Merger,” and together with the XOG Merger, the “Mergers”). Com munications in this document do not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approva l w ith respect to the Mergers or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to r egi stration or qualification under the securities laws of any such jurisdiction. Offers of securities with respect to the XOG Merger and offers of securities to certain holders with respect to the Crestone Mer ger shall be made only by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”). BCEI intends to issue the merger co nsideration in connection with the Crestone Merger to certain holders in reliance on the exemptions from the registration requirements under the Securities Act, pursuant to Section 4(a)(2 ) t hereof. Important Additional Information In connection with the Mergers, BCEI and XOG intend to file materials with the U.S. Securities and Exchange Commission (the “ SEC ”), including (1) a joint proxy statement in preliminary and definitive form (the “Joint Proxy Statement”) and (2) a Registration Statement on Form S - 4 with respect to the Mergers (the “Reg istration Statement”), of which the Joint Proxy Statement will be a part. After the Registration Statement is declared effective by the SEC, BCEI and XOG intend to send the definitive form of th e Joint Proxy Statement to the shareholders of BCEI and the shareholders of XOG. These documents are not substitutes for the Joint Proxy Statement or Registration Statement or for any o the r document that BCEI or XOG may file with the SEC and send to BCEI’s shareholders or XOG’s shareholders in connection with the Mergers. INVESTORS AND SECURITY HOLDERS OF BCEI AND XOG ARE URGED TO CAREFULLY AND THOROUGHLY READ THE JOINT PROXY STATEMENT AND THE REGISTRATION STATEMENT, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOC UMENTS FILED BY BCEI AND XOG WITH THE SEC, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BCEI, XOG, THE MERGERS, THE RISKS RELAT ED THERETO AND RELATED MATTERS. Investors will be able to obtain free copies of the Registration Statement and Joint Proxy Statement, as each may be amended fro m time to time, and other relevant documents filed by BCEI and XOG with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Copies of documen ts filed with the SEC by BCEI will be available free of charge from BCEI’s website at www.bonanzacrk.com under the “Investor Relations” tab or by contacting BCEI’s Investor Relation s D epartment at (720) 225 - 6679 or slandreth@bonanzacrk.com. Copies of documents filed with the SEC by XOG will be available free of charge from XOG’s website at www.extractionog.com und er the “Investor Relations” tab or by contacting XOG’s Investor Relations Department at ir@extractionog.com. Participants in the Solicitation BCEI, XOG and their respective directors and certain of their executive officers and other members of management and employee s m ay be deemed, under SEC rules, to be participants in the solicitation of proxies from BCEI’s shareholders and XOG’s shareholders in connection with the Mergers. Information regarding th e executive officers and directors of BCEI is included in its definitive proxy statement for its 2021 annual meeting filed with the SEC on April 28, 2021. Information regarding the execut ive officers and directors of XOG is included in its amended annual report on Form 10 - K/A filed with the SEC on April 30, 2021. Additional information regarding the persons who may be deemed parti cipants and their direct and indirect interests, by security holdings or otherwise, will be set forth in the Registration Statement, Joint Proxy Statement and other materials when they a re filed with the SEC in connection with the Mergers. Free copies of these documents may be obtained as described in the paragraphs above.

 

 

Cautionary Statement Regarding Forward - Looking Statements 2 Forward - Looking Statements and Cautionary Statements Certain statements in this document concerning the Mergers, including any statements regarding the expected timetable for com ple ting the Mergers, the results, effects, benefits and synergies of the Mergers, future opportunities for the combined company, future financial performance and condition, guidance an d any other statements regarding BCEI’s , XOG’s or Crestone Peak’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or perfor man ce that are not historical facts are “forward - looking” statements based on assumptions currently believed to be valid. Forward - looking statements are all statements other than statements of hist orical facts. The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “probable,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “shou ld, ” “would,” “potential,” “may,” “might,” “anticipate,” “likely,” “plan,” “positioned,” “strategy,” and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward - looking statements. Specific forward - looking statements include statements regarding BCEI’s , XOG’s or Crestone Peak’s plans and expectations with respect to the Mergers and the anticipated impact of the Mergers on the combin ed company’s results of operations, financial position, growth opportunities and competitive position. The forward - looking statemen ts are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Liti gat ion Reform Act of 1995. These forward - looking statements involve significant risks and uncertainties that could cause actual results to differ materiall y from those anticipated, including, but not limited to, the possibility that shareholders of BCEI may not approve the issuance of new shares of BCEI common stock in the Mergers or that shareholders of XOG may not approve the XOG Merger Agreement; the risk that a condition to closing of the Mergers may not be satisfied, that either party may terminate the XOG Merger Agreemen t o r Crestone Peak Merger Agreement or that the closing of the Mergers might be delayed or not occur at all; potential adverse reactions or changes to business or employee relationships, i ncl uding those resulting from the announcement or completion of the Mergers; the diversion of management time on merger - related issues; the ultimate timing, outcome and results of integrating the operations of BCEI, XOG or Crestone Peak; the effects of the business combination of BCEI, XOG and Crestone Peak, including the combined company’s future financial condition, results of operations, strategy and plans; the ability of the combined company to realize anticipated synergies in the timeframe expected or at all; changes in capital markets and the ability of t he combined company to finance operations in the manner expected; regulatory approval of the Mergers; the effects of commodity prices; the risks of oil and gas activities; and the f act that operating costs and business disruption may be greater than expected following the public announcement or consummation of the Mergers. Expectations regarding business outlook, including ch anges in revenue, pricing, capital expenditures, cash flow generation, strategies for our operations, oil and natural gas market conditions, legal, economic and regulatory conditi ons , and environmental matters are only forecasts regarding these matters. Additional factors that could cause results to differ materially from those described above can be found in BCEI’s Annual Rep ort on Form 10 - K for the year ended December 31, 2020 and in its subsequently filed Quarterly Report on Form 10 - Q, each of which is on file with the SEC and available from BCEI’s website at www .bonanzacrk.com under the “Investor Relations” tab, and in other documents BCEI files with the SEC, and in XOG’s Annual Report on Form 10 - K for the year ended December 31, 2020 and in its subsequently filed Annual Report on Form 10 - K/A and Quarterly Report on Form 10 - Q, each of which is on file with the SEC and available from XOG’s website at www.extractionog.com un der the “Investor Relations” tab, and in other documents XOG files with the SEC. All forward - looking statements speak only as of the date they are made and are based on information available at that time. Neit her BCEI nor XOG assumes any obligation to update forward - looking statements to reflect circumstances or events that occur after the date the forward - looking statements were made or to r eflect the occurrence of unanticipated events except as required by federal securities laws. As forward - looking statements involve significant risks and uncertainties, caution should b e exercised against placing undue reliance on such statements.

 

 

Net DJ Basin Acres x PDP PV10 3 x 2022E EBITDA 2 x 2022E Production x Enterprise Value 1 x Annual Synergies x Gross Locations 4 x Preeminent Pure - play DJ Basin Operator 3 (1) Based on the equity market capitalization of Civitas as of June 4, 2021. Balance sheet data as of March 31, 2021, pro forma for recent transactions. (2) Wall Street consensus outlook is sourced from Refinitiv (formerly Thomson Reuters). Crestone Peak figures based on risked pro fo rma model inclusive of synergies. (3) Based on 3 rd party - audited reports as of January 1, 2021, rolled forward to April 1, 2021. Assumes NYMEX strip pricing as of May 5, 2021. (4) Average lateral length of ~9,700’. 2022E FCF 2 x Pro Forma Metrics Civitas | Civitas+CPR ~$3.2 Bn ~$4.5 Bn ~$900 MM $1.3+ Bn ~115 MBoe /d ~160 MBoe /d ~405,000 ~525,000 ~$2.9 Bn ~$3.6 Bn ~750 ~1,200 ~$25 MM ~$70 MM ~$470 MM $575+ MM Boulder Denver Jefferson Adams Arapahoe Elbert Morgan Weld Larimer Douglas Broomfield Laramie Kimball Civitas Crestone Peak

 

 

High Quality Asset Base Ability to maintain production with ~50% reinvestment Delivering on the New E&P Business Model Front End of Cost Curve <$4.00 / Boe 1Q21 LOE + Cash G&A Fortress Balance Sheet 0.5x Pro Forma 1Q21 Net Debt / 2021E EBITDA Significant FCF Generation 2022E ~$575 MM Pro Forma FCF 14% Pro Forma FCF Yield Returning Cash to Shareholders $1.85 / share anticipated annual dividend, forward yield of ~4% Industry - Leading Commitment to Sustainability Carbon neutral from day one (Scope 1 & 2) Preferred Basin Consolidator Best positioned in a target - rich basin 4 Note: In this presentation, free cash flow (“FCF”) is defined as discretionary cash flow less capex, FCF yield is based on t he equity market capitalization of Civitas as of June 4, 2021, pro forma financial metrics include one half year of expected annual synergies for 2021 measures, and market and consensus outlook data is sourced from Refinitiv (f ormerly Thomson Reuters). Pro forma metrics represent an A + B + C approach, adjusted for relevant expected synergies as appropriate.

 

 

Expanded Merger of Peers Leadership & Governance Approvals & Timing Merger Overview 5 • All - stock transaction • Crestone Peak is ~96% owned by CPP Investments • 37% BCEI, 37% XOG and 26% CPR stakeholders • Pro forma enterprise value ~$4.5 Bn 1 • Ben Dell – Chair of the Board • Board of Directors: four BCEI, four XOG and one CPR • Eric Greager – CEO • Unanimously approved by BCEI, XOG and CPR Boards • Subject to approval of BCEI shareholders and consummation of BCEI/XOG merger • CPR shareholders have already approved • Expected closing in Fall 2021 (1) Based on the equity market capitalization of Civitas as of June 4, 2021. Balance sheet data as of March 31, 2021, pro forma for recent transactions.

 

 

Best - in - Class, Shareholder - Aligned Management Team • Premier DJ Basin management team • Brings to bear best practices from deep DJ Basin experience • 100% of executive incentive compensation expected to be in stock • Performance shares tied directly to total shareholder return Marianella Foschi CFO Brian Cain VP – ESG Matt Owens COO 6 Eric Greager CEO Sandi Garbiso CAO Skip Marter General Counsel

 

 

Accretive to 2022E Key Metrics 7 Inventory quality and depth Credit profile and cost of capital Cash flow per share x Dividends per share Pro Forma for Synergies x x x

 

 

Strategy, Values, Priorities 8 Maximize Shareholder Return Fortress Balance Sheet ESG Leadership Highest Return Opportunities Return Cash to Shareholders • Distinctive competencies in operations, consolidation, sustainability and regulation • Highly energized management team • Best - in - class corporate governance • Operational flexibility and optionality across the DJ • Committed to all stakeholders • Partnering with / respecting local communities Strategy and Culture • Front end of the North American cost curve • Generating FCF and returning cash to shareholders • Disciplined capital allocation • Maximizing corporate - level returns • Aggressive commitment to sustainability • Committed to maintaining low leverage Priorities

 

 

Free Cash Flow Generation & Capital Allocation Priorities 9 2022E Full Year Pro Forma FCF Generation 1 Disciplined Business Principles Pay Dividend Protect Balance Sheet x Prioritize Highest Return Opportunities for FCF Cash Returns 1 Return - Focused Operations 2 Consolidation Opportunities x 3 $0 $1,500 2022E Levered Sources of Cash 2022E Capex 2022E Levered Free Cash Flow $MM (1) Wall Street consensus outlook is sourced from Refinitiv (formerly Thomson Reuters). ~$24 MM cost of synergies in 2021. • Anticipated to pay $1.85 per share annual dividend • Maintain financial flexibility across commodity and development scenarios • Target leverage to ~0.5x or less (net debt - to - LTM EBITDA) • Grow dividend • Potential for share repurchases and special dividends • Production level is an output • Value - accretive M&A opportunities • Consolidation of working interests

 

 

Returning Synergy Savings to Shareholders 10 • Combined surface access / extended laterals • Sale and avoided capital of facilities / equipment • Sale of redundant surface holdings • Net of cost of one - time and recurring synergies One - Time Civitas and Crestone Peak Savings $0 $100 One Time Savings $MM BCEI / HPR BCEI / XOG Civitas / Crestone Peak 1 Announced Dividend $1.85 / share $1.60 / share $1.40 / share ~$100 MM Synergies Cumulative Disclosed Recurring Annual Synergies G&A Midstream LOE Capex Recurring Synergies Recurring Civitas and Crestone Peak Synergies Capex • Scale and consistency LOE • Reduced headcount • Field optimization Midstream • Supply agreements / volume commitments G&A • Reduced headcount • Office consolidation $40 – $50 MM • Civitas and Crestone Peak combination generates meaningful one - time benefits and significant recurring synergies • Civitas plans to return approximately half of the recurring synergies to shareholders by increasing the annual dividend further, to $1.85, effective at closing

 

 

<$4.00 ~ $4.00 $4.24 $4.43 $6.63 $6.66 $6.81 $7.10 $7.48 $8.05 $8.69 $11.36 $12.64 $31.08 Civitas+CPR Civitas Peer A DJ Peer Peer B Peer C Peer D Peer E Peer F Peer G Peer H Peer I Peer J Peer K 0.3x 0.3x 0.5x 1.1x 1.4x 1.6x 1.6x 1.7x 1.9x 2.0x 2.4x 2.5x 2.6x 3.5x Civitas Peer 1 Civitas+CPR DJ Peer Peer 2 Peer 3 Peer 4 Peer 5 Peer 6 Peer 7 Peer 8 Peer 9 Peer 10 Peer 11 1Q21 LOE + Cash G&A ($/ Boe ) 1 1Q21 Net Debt / 2021E EBITDA Low Leverage and Low - Cost Note: Market data and consensus outlook data is sourced from Refinitiv (formerly Thomson Reuters). Crestone Peak figures bas ed on risked pro forma model. Peers include BRY, CDEV, CPE, ESTE, LPI, MGY, MTDR, MUR, OAS, PDCE, PVAC and SM. (1) Civitas and Civitas + CPR includes one quarter of related LOE and G&A synergies. 11 Civitas Civitas Civitas + CPR Civitas + CPR

 

 

$1,423 $1,403 $1,300+ $1,226 $1,035 $1,027 ~$900 $704 $698 $688 $531 $330 $258 $248 DJ Peer Peer A Civitas+CPR Peer B Peer C Peer D Civitas Peer E Peer F Peer G Peer H Peer I Peer J Peer K 205 179 ~160 142 ~ 115 94 93 76 75 73 63 30 28 27 60% 66% 65% DJ Peer Peer 1 Civitas+CPR Peer 2 Civitas Peer 3 Peer 4 Peer 5 Peer 6 Peer 7 Peer 8 Peer 9 Peer 10 Peer 11 2022E Wall Street Consensus EBITDA ($MM) Scale Leads to Relevance and Liquidity 12 Note: Market data and consensus outlook data is sourced from Refinitiv (formerly Thomson Reuters). Crestone Peak figures based o n risked pro forma model. Peers include BRY, CDEV, CPE, ESTE, LPI, MGY, MTDR, MUR, OAS, PDCE, PVAC and SM. 2022E Wall Street Consensus Production ( MBoe /d) and Liquids Mix (%) Civitas Civitas + CPR Civitas Civitas + CPR

 

 

21% 20% 16% 16% 16% 15% 14% 14% 12% 9% 9% 9% 8% 7% Peer A Peer B Peer C Civitas Peer D DJ Peer Civitas+CPR Peer E Peer F Peer G Peer H Peer I Peer J Peer K 5.4x 5.4x 5.4x 5.1x 4.9x 4.5x 4.4x 4.3x 4.2x 3.9x 3.5x 3.5x 3.4x 3.4x Peer 1 Peer 2 Peer 3 Peer 4 Peer 5 Peer 6 Peer 7 DJ Peer Peer 8 Peer 9 Peer 10 Civitas Civitas+CPR Peer 11 Compelling Valuation Given Peer Leading Free Cash Flow Generation 13 2022E FCF Yield Enterprise Value 1 / 2022E EBITDA Note: Market data and consensus outlook data is sourced from Refinitiv (formerly Thomson Reuters). Crestone Peak figures bas ed on risked pro forma model. Peers include BRY, CDEV, CPE, ESTE, LPI, MGY, MTDR, MUR, OAS, PDCE, PVAC and SM. (1) Enterprise value calculated as equity market value plus total debt less cash. Civitas Civitas + CPR Civitas Civitas + CPR

 

 

DJ Basin Optionality Development Area Approximate DJ Basin Net Acres Geography Western 135,000 Suburban / Rural Eastern 115,000 Rural Southern 125,000 Suburban / Rural Northern 150,000 Rural Net Production Mix (%) 14 Combined Position Facilitates Asset Development Optimization Denver Jefferson Adams Arapahoe Elbert Morgan Weld Larimer Douglas Broomfield Boulder Civitas Leasehold Positions Northern Eastern Southern Western 66% 24% 8% 56% 26% 15% West East South North Inner Ring – April 2021 Outer Ring – 2022 ~160 MBoe /d

 

 

Relative Inventory Contribution by Area 15 Note: Single well economics valued at flat $55 WTI / $2.75 HH / 40% NGL differential. Average lateral length of ~9,700’. B - TAX Single Well IRRs at $55 WTI 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 1 201 401 601 801 1,001 West South East Location Counts West ~350 East ~400 South ~450 Total ~1,200

 

 

Opportunity - Rich Basin 16 • Civitas is well - positioned to participate in future basin consolidation – Numerous privately held companies – Opportunity to increase efficiencies with scale – Operating expertise across the basin – Captured synergies returned to shareholders • Civitas will continue to be a disciplined transaction partner – FCF and NAV accretion – Focus on offsetting acreage Asset Locator Map Boulder Denver Jefferson Adams Arapahoe Elbert Morgan Weld Larimer Douglas Broomfield Laramie Kimball Civitas + CPR Bayswater Bison Confluence Great Western Mallard Verdad Whiting (Redtail)

 

 

15.9 13.9 10.6 5.7 2017 2018 2019 2020 5.7 10.6 13.4 14.7 15.8 18.9 22.1 24.2 25.4 26.2 26.3 XOG XOG CPR Peer 6 Peer 5 Peer 4 HPR Peer 3 BCEI Peer 2 Peer 1 Sustainability Leadership in Action • High - grade emissions practices • Electrification of operations • Tankless development • Retrofit legacy facilities • Plug bottom - tier wells • Eliminate flaring in routine operations • Eliminate residual emissions with verified offsets • Best - in - class process and expertise applied across the portfolio 2019 2020 Extraction YoY Emissions Intensity Reductions (mt CO2e/ MMBoe ) Peer - Leading 2019 GHG Intensity (mt CO2e/ MMBoe ) 17 Source: 2017 - 2019: EPA Greenhouse Gas model; 2020: Extraction internal data. Peers include CDEV, GWP, LPI, OAS, PDCE and QEP. Taking Civitas to Best - in - Class Committed to Net Zero Scope 1 and 2

 

 

• Colorado’s First Carbon Neutral Operator – Aggressive operational emissions - reduction program coupled with a multi - year investment in certified emissions offsets • Project Canary & Payne Institute Partnership – Partnership providing certified, third - party real - time air monitoring – Forward - thinking environmental protection for local communities • Trustwell Facility Certification – Verifies facility engineering to reduce environmental impact • Responsibly Sourced Gas (RSG) – Validates RSG production – Partnership with Xcel Energy demonstrates growing demand for the RSG market • Electric Vehicle Fleet Conversion – Adopting EV fleet this year • Community Solar – Reduces utility costs by up to 20% for neighbors, increases renewable power for the state of Colorado • EV Charging Stations – Identifying locations in our communities • The Civitas Community Fund – Will fund project grants and scholarships for our neighbors – Successful development returns tangible value to our communities Responsible Stewardship Implementing the ESG Vision 18 x x x x x x x x

 

 

Expected Civitas Governance Structure Experience Technical -- -- -- -- Financial -- -- -- -- -- Colorado -- -- -- -- -- -- Industry Diversity -- -- -- -- -- -- -- Ben Dell Chair of the Board Morris Clark Chair, Audit Committee Carrie Fox Howard Willard Chair, Comp. Committee • Board brings together diverse group with decades of relevant experience • Compensated primarily in stock, held through duration of service • Dedicated ESG committee • New board expected to adopt term limits of 7 years 19 Carrie Hudak Chair, ESG Committee Brian Steck Chair, Nom. / Gov. Committee Eric Greager Chief Executive Officer Jeffrey Wojahn Leading - Edge Policies CPR Designee TBD

 

 

Civitas + Crestone Peak = A Value Enhancing Combination 20 Creates the premier pure - play DJ Basin operator Preferred transaction partner in the basin Accelerates cash - return business model Maintain flat production at 50% reinvestment rate and increase dividend Strengthens credit profile and lowers cost of capital Increases financial and operational scale while maintaining ~0.5x leverage Improves existing low - cost operations through tangible cost and operational synergies ~$45 MM annually, equating to over $200 MM of present value Compelling value proposition Implied pro forma valuation at low end of peer group despite ~14% free cash flow yield x x x x x

 

 

Appendix

 

 

Pro Forma Shareholder Base 22 • High - quality stockholder base • Increased market cap expands investor appeal • Added to the Russell 3000 index • Current index participation may increase • Top 10 holders own ~70% Top 10 Shareholders CPP Investments* Kimmeridge* Franklin Templeton* BlackRock Prudential Fidelity CapRe Brigade Dimensional Beach Point * Subject to liquidity agreement

 

 

$51.39 $45.11 $43.85 $44.98 $44.21 $32.78 - $51.19 $38.09 - $67.10 $40.00 - $72.70 ​ ​ ​ $55.08 ​ ​ ​ 36,648 22,170 6,655 4,600 3,700 – 10,000 20,000 30,000 40,000 4Q21 2022 2023 2024 2025 Oil Swaps Oil Collars Oil Swaptions Hedge Positions Enhance Financial Strength 23 Hedge position protects balance sheet, dividend and cash flow stability Civitas + CPR Oil Hedges ( Bbl /d) Civitas + CPR Gas Hedges (Mcf/d) $2.83 $2.83 $2.51 $2.57 ​ $2.25 - $2.52 $2.00 - $3.25 $2.00 - $3.25 ​ ​ $2.13 $2.13 ​ ​ ​ $2.15 - $2.75 $2.15 - $2.75 ​ ​ ​ 208,785 112,698 47,998 22,350 – – 60,000 120,000 180,000 240,000 4Q21 2022 2023 2024 2025 NYMEX Gas Swaps NYMEX Gas Collars CIG Gas Swaps CIG Gas Collars CIG Basis and NGL OPIS Swaps 50,000 Mcf/d CIG basis swaps at ($0.18)/Mcf in 4Q21, 5,500 Bbl /d OPIS swaps at $22.55/ Bbl in 4Q21 and 4,000 Bbl /d OPIS swaps at $20.22/ Bbl in 2022

 

 

Corporate Contact Information Investor Relations John Wren ir@extractionog.com Scott Landreth slandreth@bonanzacrk.com Media & ESG Policy Brian Cain info@extractionog.com 24