Each one in plain English, with the numbers worked through for a shareholder.
23 Oct 2023business combination▲ Good
Earthstone's board declared a cash dividend of $0.1446 per Class A share (the press release says Class A and Class B), payable November 6, 2023 to holders of record on October 31, 2023 who hold through the merger closing. This looks like the interim dividend the merger agreement allowed, tied to the June 30, 2023 closing-date equivalent (inference); the merger has not yet closed.
Earthstone announced that the antitrust (Hart-Scott-Rodino) waiting period for the Permian Resources merger expired on October 2, 2023, clearing that regulatory step. The filing also says Permian Resources' registration statement became effective September 25, 2023 and proxy mailing began September 26, 2023; stockholder votes and closing are still to come.
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.
Earthstone set September 22, 2023 as the record date for its special stockholder meeting on October 30, 2023, where holders will vote on the Permian Resources merger agreement of August 21, 2023. Only holders of record on that date can vote; the merger is still pending and this filing adds no new terms.
Permian Resources filed its Form S-4 registration statement on September 6, 2023, containing the joint proxy statement and prospectus for the Earthstone merger. It is not yet effective and may change; stockholder votes are still to come. This filing is a procedural step and adds no new terms.
Cypress Investments, LLC, Post Oak Energy Capital, LP, Post Oak Energy Holding, LLC reported a EARTHSTONE ENERGY INC shareholding of 11,167,213 shares (10.50% of votes) in a periodic institutional filing.
Bold Energy Holdings, LLC, EnCap Energy Capital Fund VIII, L.P, EnCap Energy Capital Fund IX, L.P, EnCap Energy Capital Fund XI, L.P, EnCap Partners GP, LLC reported a EARTHSTONE ENERGY INC shareholding of 56,079,344 shares (39.97% of votes) in a periodic institutional filing.
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.
17 Aug 2023asset acquisition disposition▲ GoodMajor
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.
WP IRH Holdings, L.P, WP Energy IRH Holdings, L.P, WP Energy Partners IRH Holdings, L.P, WP Energy Chisholm Holdings, L.P, WP Energy Partners Chisholm Holdings, L.P, WP XII Chisholm Holdings, L.P, Warburg Pincus & Company US, LLC, Warburg Pincus LLC reported no remaining EARTHSTONE ENERGY INC shareholding in its periodic institutional filing.
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.