Each one in plain English, with the numbers worked through for a shareholder.
3 Nov 2023business combination▲ GoodMajor
Permian Resources completed its acquisition of Earthstone Energy after shareholders of both companies approved the deal, issuing about 211 million shares to Earthstone holders; Earthstone was delisted from the NYSE and ceased separate SEC reporting.
Amendment No. 1 says on its face it was filed solely to amend Item 21 of Part II and file exhibits, with the joint proxy statement omitted entirely; what it delivered was Vinson & Elkins' signed opinion in place of the form of it, and the proxy cards for both companies.
Permian Resources registered with the SEC the shares it will issue to Earthstone Energy shareholders in the pending merger, filing the joint proxy statement/prospectus both companies' shareholders would vote on.
Permian Resources amended its credit agreement to accommodate the pending Earthstone Energy merger, excluding certain permitted debt from borrowing-base calculations.
Permian Resources and Earthstone Energy jointly announced their merger agreement, valuing the combined company at roughly $14 billion with over 400,000 net Permian acres and about 300,000 boe/d of pro forma production; each Earthstone share converts to 1.446 Permian Resources shares.
Permian Resources agreed to acquire Earthstone Energy, a complementary Delaware Basin operator, in an all-stock deal worth an estimated $4.5 billion enterprise value, expecting about $175 million in annual synergies and over 30% free cash flow per share accretion.
Permian Resources Corp EVP, Chief Operating Officer Matthew R. Garrison acquired 769,600 shares and disposed of 330,059 in a set of related equity transactions.
Permian Resources Corp SVP, Chief Accounting Officer Brent P Jensen acquired 906,060 shares and disposed of 400,317 in a set of related equity transactions.