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Subsequent Events
9 Months Ended
Sep. 30, 2016
Subsequent Events [Abstract]  
Subsequent Events

Note 11. Subsequent Events

 

On November 7, 2016, the Company entered into a Contribution Agreement (the “Contribution Agreement”), by and among the Company, Earthstone Energy Holdings, LLC, a newly formed Delaware limited liability company (“EEH”), Lynden USA, Inc., a Utah corporation (“Lynden USA”), Lynden USA Operating, LLC, a newly formed Delaware limited liability company (all wholly-owned subsidiaries of the Company), Bold Energy Holdings, LLC, a Texas limited liability company (“Bold”), and Bold Energy III LLC, a Texas limited liability company.

 

Under the Contribution Agreement, the terms of which were unanimously approved by a special committee of disinterested members of the Company’s Board of Directors and the full Board (i) the Company will recapitalize its common stock into two classes – Class A and Class B, and all of its existing outstanding common stock will be converted into Class A common stock.  Bold will purchase 36.1 million shares of the Company’s Class B common stock for nominal consideration, with the Class B common stock having no economic rights in the Company other than voting rights on a pari passu basis with the Class A common stock. In addition, EEH will issue approximately 22.3 million of its membership units to the Company and Lynden USA, in the aggregate, and 36.1 million membership units to Bold in exchange for each of the Company, Lynden USA and Bold transferring all of their assets to EEH; and (iii) Each Bold membership unit in EEH, together with one share of Bold’s Class B common stock, will be convertible into Class A common stock on a one-for-one basis. Therefore, upon the closing of the transaction, stockholders of the Company and unitholders of Bold are expected to own approximately 39% and 61%, respectively of the combined company’s then outstanding Class A and Class B common stock on a fully diluted basis.  After closing, the Company will conduct its activities through EEH and be its sole managing member. The transaction is expected to close in the first quarter of 2017 and is subject to approval of the Company’s stockholders and other customary closing conditions.