0000899243-23-020143.txt : 20231103
0000899243-23-020143.hdr.sgml : 20231103
20231103171305
ACCESSION NUMBER: 0000899243-23-020143
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231101
FILED AS OF DATE: 20231103
DATE AS OF CHANGE: 20231103
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: EnCap Energy Capital Fund IX, L.P.
CENTRAL INDEX KEY: 0001565683
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35049
FILM NUMBER: 231377324
BUSINESS ADDRESS:
STREET 1: 9651 KATY FREEWAY
STREET 2: SUITE 600
CITY: HOUSTON
STATE: TX
ZIP: 77024
BUSINESS PHONE: 713-659-6100
MAIL ADDRESS:
STREET 1: 9651 KATY FREEWAY
STREET 2: SUITE 600
CITY: HOUSTON
STATE: TX
ZIP: 77024
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: EnCap Energy Capital Fund VIII, L.P.
CENTRAL INDEX KEY: 0001504103
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35049
FILM NUMBER: 231377326
BUSINESS ADDRESS:
STREET 1: 9651 KATY FREEWAY
STREET 2: SUITE 600
CITY: HOUSTON
STATE: TX
ZIP: 77024
BUSINESS PHONE: 713.659.6100
MAIL ADDRESS:
STREET 1: 9651 KATY FREEWAY
STREET 2: SUITE 600
CITY: HOUSTON
STATE: TX
ZIP: 77024
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: EnCap Partners GP, LLC
CENTRAL INDEX KEY: 0001726182
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35049
FILM NUMBER: 231377327
BUSINESS ADDRESS:
STREET 1: 9651 KATY FREEWAY
STREET 2: SUITE 600
CITY: HOUSTON
STATE: TX
ZIP: 77024
BUSINESS PHONE: 7136596100
MAIL ADDRESS:
STREET 1: 9651 KATY FREEWAY
STREET 2: SUITE 600
CITY: HOUSTON
STATE: TX
ZIP: 77024
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: EnCap Energy Capital Fund XI, L.P.
CENTRAL INDEX KEY: 0001693946
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35049
FILM NUMBER: 231377323
BUSINESS ADDRESS:
STREET 1: 9651 KATY FREEWAY
STREET 2: SUITE 600
CITY: HOUSTON
STATE: TX
ZIP: 77024
BUSINESS PHONE: 7136596100
MAIL ADDRESS:
STREET 1: 9651 KATY FREEWAY
STREET 2: SUITE 600
CITY: HOUSTON
STATE: TX
ZIP: 77024
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Bold Energy Holdings, LLC
CENTRAL INDEX KEY: 0001707241
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35049
FILM NUMBER: 231377325
BUSINESS ADDRESS:
STREET 1: 600 N. MARIENFELD ST.
STREET 2: SUITE 1000
CITY: MIDLAND
STATE: TX
ZIP: 79701
BUSINESS PHONE: (713) 659-6100
MAIL ADDRESS:
STREET 1: 600 N. MARIENFELD ST.
STREET 2: SUITE 1000
CITY: MIDLAND
STATE: TX
ZIP: 79701
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: EARTHSTONE ENERGY INC
CENTRAL INDEX KEY: 0000010254
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 840592823
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1400 WOODLOCH FOREST DRIVE
STREET 2: SUITE 300
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
BUSINESS PHONE: 281-298-4246
MAIL ADDRESS:
STREET 1: 1400 WOODLOCH FOREST DRIVE
STREET 2: SUITE 300
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
FORMER COMPANY:
FORMER CONFORMED NAME: BASIC EARTH SCIENCE SYSTEMS INC
DATE OF NAME CHANGE: 19920703
4
1
doc4.xml
FORM 4 SUBMISSION
X0508
4
2023-11-01
1
0000010254
EARTHSTONE ENERGY INC
ESTE
0001726182
EnCap Partners GP, LLC
9651 KATY FREEWAY, SUITE 600
HOUSTON
TX
77024
1
0
1
0
0001504103
EnCap Energy Capital Fund VIII, L.P.
9651 KATY FREEWAY, SUITE 600
HOUSTON
TX
77024
1
0
1
0
0001707241
Bold Energy Holdings, LLC
C/O ENCAP INVESTMENTS L.P.
9651 KATY FREEWAY, SUITE 600
HOUSTON
TX
77024
1
0
1
0
0001565683
EnCap Energy Capital Fund IX, L.P.
9651 KATY FREEWAY, SUITE 600
HOUSTON
TX
77024
1
0
1
0
0001693946
EnCap Energy Capital Fund XI, L.P.
9651 KATY FREEWAY, SUITE 600
HOUSTON
TX
77024
1
0
1
0
0
Class A Common Stock
2023-11-01
4
D
0
22122820
D
0
I
See footnotes
Class B Common Stock
2023-11-01
4
D
0
33956524
D
0
I
See footnotes
OpCo Units
2023-11-01
4
D
0
33956524
D
Class A Common Stock
33956524
0
I
See footnotes
EnCap Partners GP, LLC ("EnCap Partners GP") is the general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is the general partner of EnCap Investments L.P. ("Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are the general partners of EnCap Energy Capital Fund VIII, L.P. ("Fund VIII") and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bold Energy Holdings, LLC ("Bold"). Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is the general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is the general partner of EnCap Energy Capital Fund XI, L.P. ("Fund XI").
On November 1, 2023, the transactions contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated of August 21, 2023, by and among the Issuer, Earthstone Energy Holdings, LLC, a Delaware limited liability company ("Earthstone Holdings"), Permian Resources Corporation, a Delaware Corporation ("Permian"), Smits Merger Sub I Inc., a Delaware corporation and direct wholly owned subsidiary of Permian Resources ("Merger Sub I"), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Permian Resources ("Merger Sub II") and Permian Resources Operating, LLC, a Delaware limited liability company ("Permian Operating"), were consummated (the "Closing").
(Continued from footnote 2): Pursuant to the terms of the Merger Agreement, at the Closing, (a) each issued and outstanding share of Class A Common Stock was converted into the right to receive 1.446 fully paid and nonassessable shares of Class A common stock of Permian, $0.0001 par value per share, (b) each issued and outstanding share of Class B Common Stock was converted into the right to receive 1.446 fully paid and nonassessable shares of Class C common stock of Permian, $0.0001 par value per share, and (c) each common unit representing limited liability company interests (the "OpCo Units") in Earthstone Holdings was converted into the right to receive 1.446 common units representing limited liability company interests in Permian Operating. This Form 4 constitutes an exit filing by the Reporting Persons.
Of the reported shares of Class A common stock, 2,303,000 shares were directly held of record by Fund VIII, and 19,819,820 shares were directly held of record by Fund XI.
Of the reported shares of Class B common stock, 33,956,524 shares (and an equivalent number of OpCo Units) were directly held of record by Bold.
The filing of this Form 4 constitutes an exit filing by the Reporting Person as former holders of more than 10% as a beneficial owner of the Issuer.
Fund VIII, By: Fund VIII GP, its general partner, Investments LP, its general partner, Investments GP, its general partner, /s/ Douglas E. Swanson, Jr., Managing Director
2023-11-03
Bold Energy Holdings, LLC, By: Fund IX, its sole member, Fund IX GP, its general partner, Investments LP, its general partner, Investments GP, its general partner, /s/ Douglas E. Swanson, Jr., Managing Director
2023-11-03
Fund IX, By: Fund IX GP, its general partner, Investments LP, its general partner, Investments GP, its general partner, /s/ Douglas E. Swanson, Jr., Managing Director
2023-11-03
Fund XI, By: Fund XI GP, its general partner, Fund XI LLC, its general partner, Investments LP, its sole member, Investments GP, its general partner, /s/ Douglas E. Swanson, Jr., Managing Director
2023-11-03
EnCap Partners GP, By: /s/ Douglas E. Swanson, Jr., Managing Director
2023-11-03