HomeMy WebLinkAbout20193758.tiffHighPoint
— RESOURCES —
March 20, 2018
Weld County
1555 N. 17th Avenue
Greeley, CO 80631
Subject — Merger of Bill Barrett Corporation and Fifth Creek Energy
To Whom it May Concern,
Bill Barrett Corporation and Fifth Creek Energy have merged effective March 19, 2018, as
documented in the enclosed Certificate of Merger, and the resulting company is HighPoint
Resources. Therefore, any permit(s) issued as a result of applications submitted to Weld
County should be issued in the name of HighPoint Resources.
If you have any questions, please feel free to contact me as shown below or via email at
ddennison(c�hpres.com.
Doug Dennison
Director, Community Affairs
Enclosures — As Stated
33105 COUNTY ROAD 33
GREELEY, CO 80631
P 970.353.0407 X6015
F 970.353.0961
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0WIQ I/ II
2019-3758
Delaware
The First State
Page 1
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES:
"FIFTH CREEK ENERGY OPERATING COMPANY, LLC", A DELAWARE
LIMITED LIABILITY COMPANY,
WITH AND INTO "BILL BARRETT CORPORATION" UNDER THE NAME OF
"BILL BARRETT CORPORATION", A CORPORATION ORGANIZED AND EXISTING
UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED
IN THIS OFFICE ON THE NINETEENTH DAY OF MARCH, A.D. 2018, AT
12:23 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
NEW CASTLE COUNTY RECORDER OF DEEDS.
3519555 8100M
SR# 20182013990
You may verify this certificate online at corp.delaware.gov/authver.shtml
Authentication: 202347142
Date: 03-19-18
EXECUTION VERSION
State of Delaware
Secretary of State
Division of Corporations
Delivered 12:23 PM 03'192018
FILED 12:23 P\I 03 192018
SR 20182013990 - File Number 3519555
CERTIFICATE OF MERGER
of
FIFTH CREEK ENERGY OPERATING COMPANY, LLC
(a Delaware limited liability company)
with and into
BILL BARRETT CORPORATION
(a Delaware corporation)
March 19, 2018
Pursuant to Section 264(c) of the General Corporation Law of the State of Delaware (the
"DGCL") and Section I8 -209(c) of the Limited Liability Company Act of the State of Delaware (the
"DLLCA"), Bill Barrett Corporation ("BBG"), a corporation organized and existing under the DGCL,
hereby certifies the following information relating to the merger of Fifth Creek Energy Operating
Company, LLC (the "Merging Entity"), a limited liability company organized and existing under the
DLLCA, with and into BBG (the "Merger"), both direct wholly owned subsidiaries of HighPoint
Resources Corporation (f/k/a Red Rider Holdco, Inc.):
FIRST: The name and state of incorporation of each of the constituent entities (the
"Constituent Entities") are Bill Barrett Corporation, a Delaware corporation, and Fifth Creek Energy
Operating Company, LLC, a Delaware limited liability company.
SECOND: BBG shall be the surviving corporation in the Merger (the "Surviving
Corporation") under the name "Bill Barrett Corporation".
THIRD: The Agreement and Plan Merger, dated as of March 19, 2018 (the "Merger
Agreement"), between BBG and the Merging Entity, setting forth the terms and conditions of the Merger,
has been approved, adopted, certified, executed and acknowledged by each of the Constituent Entities.
FOURTH: The Merger is to become effective upon the filing of this Certificate of Merger
with the Secretary of State of the State of Delaware.
FIFTH: The Certificate of Incorporation of BBG, as heretofore amended and/or restated,
shall be the Certificate of Incorporation of the Surviving Corporation from and after the Effective Time,
until thereafter amended as provided therein and by applicable law.
SIXTH: The executed copy of the Merger Agreement is on file at the executive offices of
the Surviving Corporation at 1099 18`" Street, Suite 2300, Denver, Colorado 80202.
SEVENTH: A copy of the Merger Agreement shall be furnished by the Surviving
Corporation, on request and without cost, to any stockholder or member of either Constituent Entities.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Surviving Corporation has caused this Certificate of Merger
to be signed by an authorized officer as of the date first written above.
BILL BARRETT CORPORATION
ame: R. Scot Woodall
Title: Chief Executive Officer and President
[Signature Page to Certificate' of Merger (FCEOC — BBG)]
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