Each one in plain English, with the numbers worked through for a shareholder.
2 June 2022material agreement▲ GoodMajor
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).
EARTHSTONE ENERGY INC shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
EARTHSTONE ENERGY INC announced its upcoming annual shareholder meeting, covering the routine agenda (director elections, auditor ratification, executive-pay advisory vote).
Cypress Investments, LLC, Post Oak Energy Capital, LP, Post Oak Energy Holdings, LLC disclosed a new substantial EARTHSTONE ENERGY INC shareholding (11.90% of votes).
Bold Energy Holdings, LLC, EnCap Energy Capital Fund VII, L.P, 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 (41.89% of votes) in a periodic institutional filing.
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.
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.
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 a EARTHSTONE ENERGY INC shareholding of 4,412,703 shares (6.10% of votes) in a periodic institutional filing.
18 Feb 2022asset acquisition disposition● NeutralMajor
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.
Bold Energy Holdings, LLC, EnCap Energy Capital Fund VII, L.P, EnCap Energy Capital Fund VIII, L.P, EnCap Energy Capital Fund IX, L.P, EnCap Partners GP, LLC reported a EARTHSTONE ENERGY INC shareholding of 40,871,332 shares (46.75% of votes) in a periodic institutional filing.
