EARTHSTONE ENERGY INC

EARTHSTONE ENERGY INC deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

The Permian Resources merger closed on November 1, 2023. Each Earthstone Class A share was converted into 1.446 Permian Resources Class A shares (cash for fractions), Class B shares into 1.446 Permian Resources Class C shares, and EEH units into 1.446 Permian OpCo units. Earthstone is now a wholly owned subsidiary of Permian Resources renamed Earthstone Energy, LLC, its Class A stock was delisted from the NYSE, all directors and the named executives (Anderson, Lumpkin, Collins, Merrifield, Oviedo) left, and the Wells Fargo credit agreement was terminated with all obligations paid in full. Earthstone intends to file a Form 15 to suspend its reporting. This resolves the merger thread.

business combination

EARTHSTONE ENERGY INC's exchange filed to remove a class of its securities from listing.

listing compliance notice

Earthstone stockholders approved the Permian Resources merger at the October 30, 2023 special meeting: 123,219,765 shares voted for, 63,755 against and 76,933 abstained, out of 140,588,696 Class A and Class B shares outstanding on the record date. The company now expects closing on November 1, 2023, subject to remaining closing conditions. This resolves the open vote thread; the closing itself is still to come.

business combination

Earthstone filed its definitive joint proxy statement with Permian Resources, giving the terms the earlier filings lacked: each Earthstone Class A share converts into 1.446 Permian Resources Class A shares (Class B into Class C at the same ratio), and Earthstone holders would own about 27% of the combined company on a fully diluted basis. The ratio is fixed, so value moves with Permian Resources' share price: about $18.64 per share on August 18, 2023 and about $19.00 on September 22, 2023. Both companies' stockholders vote on October 30, 2023, and holders of about 47.8% of Earthstone's voting power have agreed to vote in favour. Approval needs a majority of Earthstone's outstanding common stock, and the merger has not closed.

business combination

Six days after the Novo closing, on August 21, 2023, Earthstone and its operating subsidiary signed a merger agreement under which both become wholly owned subsidiaries of Permian Resources Corporation, with Earthstone holders receiving Permian Resources shares as consideration (the press release is described as an all-stock deal). The filing text shown does not state the exchange ratio. It needs approval by Earthstone and Permian Resources stockholders and an S-4 filing, and Earthstone may pay an interim dividend equivalent to what holders would have received had the merger closed June 30, 2023. This begins the process that would end Earthstone as a separate listed company; it has not closed.

business combination

On August 15, 2023 Earthstone closed the Novo acquisition, paying about $1.4 billion in cash (including the $112.5 million escrow deposit), funded from cash on hand and credit facility borrowings. Immediately afterwards it sold an undivided one-third interest in the Novo assets to Northern Oil and Gas for about $468.4 million, subject to post-closing settlement. Novo was owned by EnCap, which held about 39.9% of Earthstone's voting power, and Earthstone's conflicts committee approved the deal. Novo and its subsidiaries were added as guarantors of the credit facility and both note issues, and the press release says the larger credit facility amendment became effective.

asset acquisition disposition

Earthstone signed a ninth amendment to its bank credit agreement that raises the elected commitments from $1.4 billion to $1.75 billion and the borrowing base from $1.65 billion to $2.0 billion, and adds JPMorgan and Citibank as lenders. It only takes effect once the Novo acquisition closes (and no later than September 19, 2023), so it continues the Novo financing.

debt financing

Earthstone's operating subsidiary (EEH) sold $500.0 million of 9.875% senior unsecured notes due July 15, 2031, issued at 97.968% of face for net proceeds of about $482.3 million, closing June 30, 2023. The money is meant to fund part of the Novo acquisition announced in June. If Novo does not close by the August 28, 2023 outside date (or any extended date), the notes must be redeemed at the issue price plus accrued interest.

debt financing

On June 14, 2023 Earthstone's subsidiary agreed to buy 100% of Novo Oil & Gas Holdings for $1.5 billion in cash, subject to adjustments, and to sell an undivided 1/3 interest in the Novo assets to Northern Oil and Gas for about $500 million right after closing. That would leave Earthstone with 2/3 of the assets for roughly $1 billion. Closing needs HSR clearance, with an outside date of August 28, 2023 (September 12 if only HSR is outstanding). A $112.5 million deposit is in escrow, and Wells Fargo and Truist committed $250 million of additional revolver capacity. Earthstone intends to fund it with cash, revolver borrowings and new debt.

material agreement

Earthstone reported third quarter 2022 results: revenue of $531.5 million, net income attributable to Earthstone of $211.5 million, and average production of 94,329 Boepd. It repurchased 3 million Class A shares for $43.7 million, confirmed the Titus close on August 10, and raised fourth quarter production guidance to 98,000-102,000 Boepd. Management says it used free cash flow to reduce debt, with a debt-to-annualized quarterly Adjusted EBITDAX ratio of 0.8x, and plans a five-rig program in 2023. This continues the debt paydown the CEO expected earlier in 2022.

asset acquisition disposition

On August 10, 2022 Earthstone closed the two Titus acquisitions of Delaware Basin, New Mexico leases, paying about $575 million in cash (subject to final settlement) and issuing 3,857,015 Class A shares; $64.5 million of the cash is held in escrow. This completes the pending Titus deal from the open threads. The same filing amends the credit facility, raising the borrowing base from $1.4 billion to $1.7 billion and elected commitments from $800 million to $1.2 billion, including a $250 million term loan at Term SOFR plus 3.25%. Titus sellers' shares carry a registration rights agreement (resale filing within 15 days) and lock-ups (50% for 30 days, the rest for 60 days).

asset acquisition disposition

On June 27, 2022 Earthstone agreed to buy two sets of Northern Delaware Basin (New Mexico) oil and gas assets from Titus I and Titus II: about $270 million cash plus 1,811,132 Class A shares, and about $305 million cash plus 2,047,811 shares, respectively. Deposits of about $18.8 million and $21.2 million were placed in escrow. Closing is expected in the third quarter of 2022, subject to conditions including NYSE listing of the shares and antitrust waiting period expiry. Lock-ups would free 50% of the shares after 30 days and the rest after 60 days. This is a new acquisition thread following the Bighorn and Chisholm deals.

capital raising announcement

On June 2, 2022, Earthstone's operating subsidiary amended its bank credit agreement (the sixth amendment): maturity extended to June 2027, borrowing base raised from $1.325 billion to $1.4 billion, and the interest rate reduced. Elected commitments stay at $800 million. This continues the credit-facility history and resolves the open question about the borrowing base after the April notes. The CEO says it expects to pay down significant amounts outstanding for the rest of 2022 (a management expectation).

material agreement

Earthstone closed the Bighorn Acquisition on April 14, 2022, buying Midland Basin leases for about $638.9 million in cash (subject to final settlement) plus 5,650,977 new Class A shares, of which 510,638 sit in escrow for Bighorn's indemnity obligations. On the same day it closed the $280 million sale of 280,000 Series A convertible preferred shares to EnCap Fund XI and Cypress (a Post Oak fund), each convertible into about 90.09 Class A shares ($11.10 per share as-converted). This completes the deals announced Jan 30, 2022. The preferred accrues 8% dividends if not converted by Oct 1, 2022, and must be redeemed at $1,000 per share plus unpaid dividends if not converted by Nov 22, 2025. Cypress gets the right to appoint one director, and resale registration is due within 75 days, with lock-ups releasing 25% at 60 days, 25% at 90 and 50% at 120 days. Frost W. Cochran is appointed to the board.

asset acquisition disposition

Earthstone's operating subsidiary EEH sold $550 million of 8.000% senior unsecured notes due April 15, 2027 (closed April 12, 2022), with net proceeds of about $540.4 million. The money is meant to repay borrowings under the bank credit facility, with any remainder for general corporate purposes; interest is paid semi-annually starting October 15, 2022. This adds a bond layer that ranks behind the secured bank debt, and follows the credit agreement's December 2021 note-offering provision.

debt financing

On February 15, 2022 Earthstone closed the Chisholm acquisition of oil and gas leases in Lea and Eddy Counties, New Mexico, paying about $314.7 million in cash (subject to final settlement) and issuing 19,417,476 Class A shares, of which 4,441,748 are held in escrow for indemnity obligations. This is the company's first New Mexico position in the context seen, and the large share issue dilutes existing holders; Chisholm gets resale registration (filing within 45 days) and staged lock-ups, and Warburg keeps its right to appoint one director under an amended voting agreement with EnCap. Financial statements and pro forma information are still to be filed by amendment.

asset acquisition disposition

On December 24, 2021 Earthstone's lenders amended the credit facility (fifth amendment), raising the borrowing base from $650 million to $825 million unless Earthstone completes a note offering before closing. The amendment depends on closing of a December 15, 2021 purchase agreement with Chisholm Energy, and also adds hedging requirements, adjusts some financial covenants and changes limits on restricted payments (such as payments to owners).

debt financing

The Foreland and BCC acquisitions announced in October closed on November 2, 2021. Earthstone paid about $39.3 million in cash (less than the $49.2 million at signing, reflecting preliminary adjustments, with final settlement still to come) and issued 2,611,111 Class A shares. Foreland holders get resale registration rights (filing within 60 days) and staged lock-ups of 60, 90 and 120 days; the company calls it its fourth acquisition of the year.

asset acquisition disposition

On September 30, 2021 Earthstone agreed to buy Midland Basin oil and gas assets in Irion and Crockett Counties, Texas from Foreland Investments LP for $23.5 million cash plus about 2.6 million new Class A shares, and well-bore interests from BCC-Foreland LLC for $25.66 million cash (announced Oct 4). The press release puts the combined price at about $73.2 million, with closing expected in Q4 2021 and a December 29, 2021 outside date; this continues the 2021 run of Midland Basin deals (Independence, Tracker/Sequel) and would add new shares for holders.

capital raising announcement

Earthstone's lenders raised the credit facility borrowing base from $550 million to $650 million on September 17, 2021, and added provisions for replacing LIBOR and some lender changes. As of August 31, 2021 the company had $286.6 million drawn and about $364.6 million of liquidity after the increase; management attributed the increase to its 2021 drilling, Eagle Ford acquisitions closed in May and June, and better commodity prices.

material agreement

The Tracker and Sequel acquisitions announced in April closed on July 20, 2021, for $67.8 million in cash (after adjustments, still subject to final settlement) and 6.2 million new Class A shares. EnCap, which owned 49% of Tracker, receives its share of the price; an independent audit committee approved the deal with a fairness opinion. At the same meeting, shareholders approved increasing the board from nine to eleven seats (Anderson added as a Class III director) and 2.6 million more shares for the incentive plan; resale registration and 120-day lock-ups for EnCap Fund VIII and ZIP apply to the new shares.

asset acquisition disposition

Earthstone's lenders raised the credit facility borrowing base from $360 million (the level set in the December 2020 Second Amendment) to $475 million in a scheduled redetermination, with a further rise to $550 million once the Tracker/Sequel acquisition closes. At March 31, 2021 the company had $223.4 million drawn and about $253.0 million of liquidity after the increase.

material agreement

Earthstone agreed on March 31, 2021 to buy Irion County, Texas oil and gas assets from Tracker Resource Development III for $29.6 million cash plus 4.7 million new Class A shares, and well-bore interests from Sequel for $52.0 million cash plus 1.5 million new Class A shares. Closing is expected in Q3 2021 and needs shareholder approval of the share issuance (including a majority excluding EnCap and management); Warburg Pincus entities, holding 13,238,110 Class A shares, agreed to vote in favour. The share issuance would dilute existing holders, and the Sequel deal only closes if the Tracker deal does.

capital raising announcement

On Jan 7, 2021 Earthstone closed the Independence acquisition announced in December, paying about $131.2 million cash (a bit under the ~$135.2 million expected) and issuing 12,719,594 new Class A shares to Independence. It also signed a registration rights agreement (resale registration statement due within 60 days), a voting agreement, and a 120-day lock-up with the Warburg parties. David S. Habachy of Warburg Pincus joined the board as a Class II director, and the ethics code was amended to waive certain corporate opportunities for Warburg. The filing says Independence also acquired Class A shares from EnCap and affiliates on Jan 7, 2021, which bears on the earlier EnCap holding.

asset acquisition disposition

On Dec 17, 2020 Earthstone agreed to buy the subsidiaries of Independence Resources Holdings and Independence Resources Manager (unaffiliated sellers, principally owned by Warburg Pincus) for about $135.2 million cash (mostly paying off the sellers' credit facility, estimated $132.7 million) plus about 12.7 million newly issued Class A shares, which would dilute existing holders. Closing was expected in Q1 2021. Warburg would get a right to appoint one director and a 120-day lock-up on its shares. A credit agreement amendment, effective only if the deal closes, would raise the borrowing base from $240.0 million to $360.0 million and raise the interest rate.

capital raising announcement

On Nov 21, 2019 Earthstone's subsidiary EEH signed a new credit agreement with Wells Fargo as agent, replacing the May 2017 BOKF-led facility, which was terminated. The new facility has a $325.0 million initial borrowing base (same as the May 2019 level) and matures Nov 21, 2024, versus May 2022 for the old one, and is secured by substantially all of EEH's assets. It requires a current ratio of at least 1.0 to 1.0 and a leverage ratio of no more than 4.0 to 1.0.

debt financing

Earthstone and Sabalo Holdings mutually terminated the Sabalo acquisition on Dec 21, 2018, and the Jan 3, 2019 special meeting was cancelled. The company cited the recent significant decline in commodity prices and its effect on debt and equity markets. This ends the thread opened Oct 17: no new shares go to Sabalo Holdings, the EIG preferred deal and the bank bridge commitment also ended, and the EnCap voting support agreement lapsed. Costs: EEH reimburses Sabalo Holdings at least $1.6 million of expenses (up to $500,000 more) plus $1.0 million paid to Shad Permian; Earthstone owes EIG a $3.4 million termination fee plus up to $750,000 expenses, and about $600,000 to the banks. For 12 months it also agreed not to acquire Sabalo's assets or sell preferred stock.

material agreement termination

Earthstone filed a preliminary proxy statement asking stockholders to vote on the Sabalo acquisition announced Oct 17, 2018 (about $950 million: about $650 million cash plus 32,315,695 EEH units and Class B shares) and on the related $225 million EIG preferred stock sale. The board unanimously recommends voting for it, and Sabalo Holdings is expected to own about 33.5% of Class Aon a fully diluted basis after closing; the meeting date was still blank.

business combination

On Oct 17, 2018 Earthstone agreed to acquire Sabalo Energy's Midland Basin assets (about 20,800 net acres) for about $950 million: roughly $650 million cash and roughly $300 million in new EEH units and Class B shares (32,315,695 each) issued to Sabalo Holdings. It also agreed to sell EIG $225 million of Series A convertible preferred stock plus up to $30 million of Class A stock, to close alongside the acquisition. Closing needs stockholder approvals (EnCap, with about 61.2% of votes, agreed to vote yes) and is expected in Q4 2018 or Q1 2019. A $16 million termination fee applies in certain cases. Existing holders face dilution from the new shares, and the cash portion is to be funded partly by a bridge loan or notes and revolver borrowings.

capital raising announcement

On May 23, 2018 the credit facility amendment raised the borrowing base from $185.0 million to $225.0 million and cut the interest rate on loans by 50 basis points. It also loosens hedging limits and adds a swingline for short-term borrowing. This continues the facility's step-ups from $150 million at the May 2017 Bold closing.

material agreement

The Bakken sale to Statoil closed Dec 20, 2017 for net proceeds of about $26.7 million after $0.3 million of adjustments. $25.0 million went to repay credit facility borrowings and $1.7 million was kept as cash. This resolves the sale agreed in November. The filing also includes pro forma financial statements reflecting the sale and the Bold transaction, and re-files earlier Bold financial statements by reference, closing out that open item.

asset acquisition disposition

On Dec 1, 2017 the lenders raised the borrowing base on the May 2017 credit facility from $150.0 million to $185.0 million, and the company amended the agreement. The amendment also allows sales of oil and gas property above 5% of proved developed producing reserves (subject to a borrowing base redetermination) and gives more hedging flexibility. The press release says the $185 million base will not be reduced when the Bakken sale closes.

material agreement

A subsidiary agreed on Nov 16, 2017 to sell all of its Bakken assets to Statoil Oil & Gas LP for about $27.0 million, effective Dec 1, 2017, with closing expected by year-end 2017. These are the non-operated North Dakota assets in the Williston Basin; management says it is shifting emphasis to the Midland Basin.

material agreement

On October 18, 2017, Earthstone priced an underwritten offering of 4,500,000 Class A shares at $9.25 each (closed October 23, 2017), with net proceeds of about $39.2 million. The money is to repay borrowings on its revolving credit facility, the one set up at the Bold closing. Underwriters also have a 30-day option for up to 675,000 more shares, and the company agreed not to sell more stock for 60 days without consent; this adds shares for existing holders.

material agreement

EARTHSTONE ENERGY INC's securities were notified for removal from listing and registration on its exchange.

listing compliance notice

On May 9, 2017, Earthstone closed the Bold Energy deal: existing common stock converted one-for-one into Class A, Earthstone and Lynden put their assets into Earthstone Energy Holdings (EEH), and Bold Holdings received 36,070,828 EEH units plus 36,070,828 Class B shares. This resolves the main open thread; the proxy had said Bold holders would own about 61% on a fully diluted basis. Earthstone also signed a new credit agreement with a $150.0 million initial borrowing base maturing May 9, 2022 (replacing the 2014 facility, which had a $75.0M base), a registration rights agreement for Bold's shares, and a voting agreement with EnCap, Oak Valley and Bold Holdings. The board went to nine members. Legacy holders keep their shares as Class A but are now a minority.

asset acquisition disposition

the New York Stock Exchange certified EARTHSTONE ENERGY INC's securities for listing, clearing them to begin trading.

listing compliance notice

Earthstone filed its final proxy statement on April 7, 2017, setting a special stockholder meeting for May 9, 2017 to vote on the Bold Energy deal (the meeting date was blank in the December preliminary version). The board unanimously recommends approval; Bold Holdings is expected to own about 61.0% of Class A stock on a fully diluted, as-converted basis, and the stock closed at $14.51 on April 6, 2017 versus $8.98 before the deal was announced. The vote needs a majority of all outstanding shares plus a majority of votes cast not held by Oak Valley or executive officers.

business combination

Earthstone filed a preliminary proxy statement (dated Dec 20, 2016, meeting date still blank) asking holders to vote on the Bold Energy contribution agreement signed in November 2016. Votes also cover transferring substantially all Earthstone assets into the new holding company, increasing authorized shares from 100M to 250M (200M Class A, 50M Class B), converting existing stock one-for-one into Class A, and a plan amendment. The board unanimously recommends approval after a special committee (Joliat and Urban, advised by Stephens) reviewed the deal; the stock closed at $8.98 on Nov 7, 2016, and the fee table values the deal at about $452.5M using a $13.62 price on Dec 15. This continues the Bold thread, which is still pending and subject to the vote; Bold holders are expected to own about 61%.

business combination

On November 7, 2016, Earthstone signed a contribution agreement with Bold Energy (Midland Basin properties); Bold and Earthstone are both affiliates of funds controlled by EnCap. Under an 'Up-C' structure, Earthstone and Lynden would put their assets into a new holding company, Earthstone Energy Holdings, and Bold would get 36,070,828 units plus voting Class B shares; existing Earthstone holders would own about 39% and Bold holders about 61% on a fully diluted, as-converted basis. Oak Valley (41.1% of the stock) has agreed to vote in favor, closing needs a stockholder vote (including a majority of holders other than Oak Valley and executives) and NYSE MKT listing, and it is expected in Q1 2017 with an outside date of March 31, 2017. Earthstone may owe Bold a $5.5M termination fee in certain alternative-deal cases. The board would be nine members, four designated by EnCap. This opens a major new thread that would heavily dilute current holders and shift control to EnCap.

capital raising announcement

On June 16, 2016, Earthstone sold 4,500,000 new shares at $10.50 each in an underwritten public offering (SunTrust Robinson Humphrey and Seaport Global), closed June 21, with net proceeds of about $44.7M. Underwriters have a 30-day option for up to 675,000 more shares. Proceeds are meant to repay revolver debt, which rose after the Lynden deal, and for general purposes including completing 12 gross (5.3 net) wells awaiting completion. This adds new shares, diluting existing holders further.

material agreement

On May 18, 2016, Earthstone completed the Lynden Energy acquisition announced in December 2015, issuing about 3.7 million shares at 0.02842 Earthstone share per Lynden share; Lynden is now a wholly owned subsidiary and Lynden stock has stopped trading on the TSX Venture Exchange. Lynden holders approved on May 12 and the BC court gave its final order on May 13. Former Lynden holders now own 21% of 17.535 million Earthstone shares, so existing holders are diluted to 79%, as expected. The same day Earthstone amended its Bank of Texas credit agreement (second amendment): borrowing base set at $75.0M (down from $80.0M), higher interest margins, hedging required within 60 days, and the Lynden properties mortgaged as security. Press release says about $47.8M of debt and $0.2M of letters of credit were in use, with about $12.0M of cash. Audited Lynden financials and pro formas are still to be filed by amendment.

business combination

On December 16, 2015, Earthstone agreed to buy Lynden Energy Corp., a British Columbia company, by issuing about 3.7 million Earthstone shares at 0.02842 of a share per Lynden share (about $0.52 per Lynden share at the Dec 16 close). After closing, Earthstone and Lynden holders are expected to own about 79% and 21% of the combined company. Oak Valley, with about 66% of Earthstone, has consented in writing to the deal. Closing needs Lynden holder approval, a British Columbia court order and NYSE MKT listing approval, and either side can terminate if it is not done by September 30, 2016. This opens a new acquisition thread, and existing holders will be diluted to about 79% (the filing gives these percentages on a fully diluted basis).

business combination

Earthstone issued an operations update on July 13, 2015. On June 30 it acquired a 50% operated interest in about 970 gross acres and two Austin Chalk wells in Gonzales County, Texas, from an unaffiliated party, with a private company taking the other 50% non-operated. It also raised its 2015 capital budget from $85.0M to $90.0M, continuing a one-rig program with 12 Eagle Ford wells drilled in 2015 versus the four in the March 9 budget. The Reeves Unit #1H Upper Austin Chalk well averaged 411 Boepd (95% oil) for the week ended June 30. This builds on the Eagle Ford development started after the Dec 2014 Oak Valley closing.

production update

On December 19, 2014, Earthstone closed both the Oak Valley exchange (about 9,124,452 shares issued for three subsidiaries including about $130.0 million of cash) and the Flatonia contribution (2,957,288 shares for a 20% interest in the Eagle Ford project, leaving Earthstone's subsidiary and Flatonia with 50% each). Stockholders also approved the 2014 incentive plan (up to 750,000 shares). Ownership is now Oak Valley 66.0%, Flatonia 21.4%, and former Earthstone holders 12.6%, as the proxy forecast, and registration-rights deals were signed with both holders. The company's address moved to The Woodlands, Texas, and a $500.0 million four-year senior secured credit facility with Bank of Texas was entered into (rest of the filing is cut off).

business combination

Earthstone filed the final proxy for a December 19, 2014 special meeting (record date November 7). It adds a second deal signed October 16, 2014: a 'Flatonia contribution' in which Earthstone would issue 2,957,291 shares (21.4% after both deals) for a further 20% interest in the Fayette and Gonzales County, Texas properties, taking the combined company from 30% to 50%. If both deals close, existing shareholders would own 12.6%, Oak Valley 66.0% and Flatonia 21.4%; the Flatonia deal cannot proceed unless the Oak Valley exchange is approved. This expands the earlier Oak Valley proposal and further reduces existing holders' share.

business combination

Earthstone agreed to take full ownership of the Eagle Ford acreage it had been developing jointly in Fayette and Gonzales Counties, Texas, buying out partner Flatonia Energy's 70% share entirely with stock. The barrels came at the price of a large new shareholder: Flatonia ends up holding 21.4% of the company.

asset acquisition disposition

Earthstone filed a preliminary proxy statement asking shareholders to approve an exchange agreement (dated May 15, 2014) with Oak Valley Resources, LLC. Earthstone would acquire Oak Valley's three Texas subsidiaries for about 9.12 million new shares, which would leave existing shareholders with 16% and Oak Valley with 84% and put control with Oak Valley-affiliated people. Oak Valley is to make further capital contributions of $107,020,000 (subject to adjustment). Shareholders would also vote on raising authorized shares to 100 million common and 20 million preferred, a 2014 incentive plan of up to 750,000 shares, and an advisory vote on an executive severance plan. The meeting date was left blank.

business combination

On December 21, 2012, Earthstone signed a credit agreement with BOKF, N.A. (Bank of Oklahoma) for a revolving line of credit of up to $25,000,000, limited by a borrowing base that starts at $6,000,000, expiring December 20, 2017 and secured by a first lien on its oil and gas properties. The company's press release says it replaces the earlier American National Bank line and that the money is mainly meant to pay its share of horizontal Bakken drilling and completion costs in the Williston Basin; the CEO says the company, which had avoided debt, now needs outside funding.

debt financing

Earthstone disclosed a new Montana exploration project in Sheridan County targeting the Ratcliffe formation: about $170,000 for leasehold plus a 4.5% working interest in an existing oil well, and a commitment to join at least two horizontal wells costing roughly another $1,000,000. Vess Oil Corporation operates, and drilling of the first well has begun. The filing also confirms the NYSE Amex listing took effect December 20, 2011, completing the move announced December 9. The Williston Basin focus fits the stated plan for the Colorado sale proceeds.

drilling progress report

EARTHSTONE ENERGY INC's securities were notified for removal from listing and registration on its exchange.

listing compliance notice

the New York Stock Exchange certified EARTHSTONE ENERGY INC's securities for listing, clearing them to begin trading.

listing compliance notice

Earthstone agreed on November 18, 2011 to sell substantially all its Antenna-Federal interests in Colorado's Wattenberg Field (38 producing gas wells) to an unrelated private buyer for $6.25 million, about $5.85 million net after costs. The sale is subject to the buyer's final title review. The company calls the property non-core and says it plans to put the cash into other areas, especially the Williston Basin.

asset acquisition disposition

Nasdaq certified EARTHSTONE ENERGY INC's securities for listing, clearing them to begin trading.

listing compliance notice

FieldPoint said it is ending its effort to swap its shares for Basic Earth's shares, and has asked the SEC to withdraw its registration statement. This ends the January 2009 offer, so Basic shareholders will not receive FieldPoint shares under it.

business combination

FieldPoint Petroleum launched a tender offer to swap its shares for Basic Earth's, at one FieldPoint share for every two Basic shares, for between 8,907,448 and 17,465,585 Basic shares. This was a bid from an outside company, not an agreed deal with Basic, and the filing does not say how Basic's board responded.

business combination

The auditor Hein & Associates stopped acting for the company on July 18, 2008, after telling the Audit Committee on July 15 it would decline to stand for re-election. The company hired Ehrhardt Keefe Steiner & Hottman PC for the year ending March 31, 2009. The filing says there were no disagreements with Hein and no adverse opinions, and it notes the earlier deferred-tax control weakness for fiscal 2006 and 2007 that led to the June 2008 restatement.

auditor change

The company (then named Basic Earth Science Systems) said its fiscal 2007 and 2006 financial statements can no longer be relied on, because it miscalculated the deferred tax liability on its oil and gas properties. It expects the correction to add roughly $900,000 to $1.25 million to its accumulated deficit and says it is reassessing its internal controls.

financial restatement