Filing Details
- Accession Number:
- 0001193125-21-011556
- Form Type:
- 13D Filing
- Publication Date:
- 2021-01-18 19:00:00
- Filed By:
- Warburg Pincus Private Equity (e&p) Xi-a, L.p.
- Company:
- Earthstone Energy Inc (NYSEMKT:ESTE)
- Filing Date:
- 2021-01-19
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Warburg Pincus Private Equity (E P) XI 150 A | 0 | 2,123,393 | 0 | 2,123,393 | 2,123,393 | 4.9% |
Warburg Pincus XI (E P) Partners 150 A | 0 | 163,270 | 0 | 163,270 | 163,270 | 0.4% |
WP IRH Holdings | 0 | 2,068,675 | 0 | 2,068,675 | 2,068,675 | 4.8% |
Warburg Pincus XI (E P) Partners-B IRH | 0 | 57,365 | 0 | 57,365 | 57,365 | 0.1% |
Warburg Pincus XI (E P) Partners 150 B | 0 | 57,365 | 0 | 57,365 | 57,365 | 0.1% |
Warburg Pincus (E P) XI | 0 | 4,412,703 | 0 | 4,412,703 | 4,412,703 | 10.3% |
Warburg Pincus (E P) XI | 0 | 4,412,703 | 0 | 4,412,703 | 4,412,703 | 10.3% |
Warburg Pincus Partners (E P) XI | 0 | 4,412,703 | 0 | 4,412,703 | 4,412,703 | 10.3% |
WP Energy IRH Holdings | 0 | 3,179,794 | 0 | 3,179,794 | 3,179,794 | 7.4% |
WP Energy Partners IRH Holdings | 0 | 260,350 | 0 | 260,350 | 260,350 | 0.6% |
Warburg Pincus Energy (E P) Partners-B IRH | 0 | 101,492 | 0 | 101,492 | 101,492 | 0.2% |
Warburg Pincus Energy (E P) Partners-B | 0 | 101,492 | 0 | 101,492 | 101,492 | 0.2% |
Warburg Pincus Energy (E P) Partners-A | 0 | 300,946 | 0 | 300,946 | 300,946 | 0.7% |
Warburg Pincus Energy (E P)-A | 0 | 4,982,825 | 0 | 4,982,825 | 4,982,825 | 11.6% |
Warburg Pincus (E P) Energy GP | 0 | 8,825,407 | 0 | 8,825,407 | 8,825,407 | 20.6% |
Warburg Pincus (E P) Energy | 0 | 8,825,407 | 0 | 8,825,407 | 8,825,407 | 20.6% |
Warburg Pincus Partners II (US) | 0 | 13,238,110 | 0 | 13,238,110 | 13,238,110 | 30.8% |
Warburg Pincus Company US | 0 | 13,238,110 | 0 | 13,238,110 | 13,238,110 | 30.8% |
Warburg Pincus | 0 | 7,570,434 | 0 | 7,570,434 | 7,570,434 | 17.6% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Earthstone Energy, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.001
(Title of Class of Securities)
27032D304
(CUSIP Number)
Robert B. Knauss
Managing Director and General Counsel
c/o Warburg Pincus LLC
450 Lexington Avenue
New York, NY 10017
(212) 878-0600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 7, 2021
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 27032D304 | 13D | Page 1 of 36 pages |
1 | Names of Reporting Persons
Warburg Pincus Private Equity (E&P) XI A, L.P. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
| 7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
2,123,393 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
2,123,393 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,123,393 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
4.9% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. 27032D304 | 13D | Page 2 of 36 pages |
1 | Names of Reporting Persons
Warburg Pincus XI (E&P) Partners A, L.P. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
| 7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
163,270 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
163,270 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
163,270 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
0.4% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. 27032D304 | 13D | Page 3 of 36 pages |
1 | Names of Reporting Persons
WP IRH Holdings, L.P. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
United States |
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
| 7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
2,068,675 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
2,068,675 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,068,675 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
4.8% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. 27032D304 | 13D | Page 4 of 36 pages |
1 | Names of Reporting Persons
Warburg Pincus XI (E&P) Partners-B IRH, LLC | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
| 7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
57,365 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
57,365 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
57,365 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
0.1% | |||||
14 | Type of Reporting Person
OO (Limited Liability Company) |
CUSIP No. 27032D304 | 13D | Page 5 of 36 pages |
1 | Names of Reporting Persons
Warburg Pincus XI (E&P) Partners B, L.P. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
| 7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
57,365 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
57,365 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
57,365 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
0.1% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. 27032D304 | 13D | Page 6 of 36 pages |
1 | Names of Reporting Persons
Warburg Pincus (E&P) XI, L.P. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
| 7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
4,412,703 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
4,412,703 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,412,703 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
10.3% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. 27032D304 | 13D | Page 7 of 36 pages |
1 | Names of Reporting Persons
Warburg Pincus (E&P) XI LLC | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
| 7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
4,412,703 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
4,412,703 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,412,703 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
10.3% | |||||
14 | Type of Reporting Person
OO (Limited Liability Company) |
CUSIP No. 27032D304 | 13D | Page 8 of 36 pages |
1 | Names of Reporting Persons
Warburg Pincus Partners (E&P) XI LLC | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
| 7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
4,412,703 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
4,412,703 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,412,703 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
10.3% | |||||
14 | Type of Reporting Person
OO (Limited Liability Company) |
CUSIP No. 27032D304 | 13D | Page 9 of 36 pages |
1 | Names of Reporting Persons
WP Energy IRH Holdings, L.P. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
| 7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
3,179,794 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
3,179,794 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,179,794 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
7.4% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. 27032D304 | 13D | Page 10 of 36 pages |
1 | Names of Reporting Persons
WP Energy Partners IRH Holdings, L.P. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
| 7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
260,350 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
260,350 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
260,350 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
0.6% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. 27032D304 | 13D | Page 11 of 36 pages |
1 | Names of Reporting Persons
Warburg Pincus Energy (E&P) Partners-B IRH, LLC | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
| 7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
101,492 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
101,492 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
101,492 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
0.2% | |||||
14 | Type of Reporting Person
OO (Limited Liability Company) |
CUSIP No. 27032D304 | 13D | Page 12 of 36 pages |
1 | Names of Reporting Persons
Warburg Pincus Energy (E&P) Partners-B, L.P. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
| 7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
101,492 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
101,492 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
101,492 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
0.2% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. 27032D304 | 13D | Page 13 of 36 pages |
1 | Names of Reporting Persons
Warburg Pincus Energy (E&P) Partners-A, L.P. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
| 7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
300,946 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
300,946 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
300,946 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
0.7% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. 27032D304 | 13D | Page 14 of 36 pages |
1 | Names of Reporting Persons
Warburg Pincus Energy (E&P)-A, L.P. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
| 7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
4,982,825 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
4,982,825 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,982,825 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
11.6% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. 27032D304 | 13D | Page 15 of 36 pages |
1 | Names of Reporting Persons
Warburg Pincus (E&P) Energy GP, L.P. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
| 7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
8,825,407 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
8,825,407 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,825,407 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
20.6% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. 27032D304 | 13D | Page 16 of 36 pages |
1 | Names of Reporting Persons
Warburg Pincus (E&P) Energy LLC | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
| 7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
8,825,407 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
8,825,407 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,825,407 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
20.6% | |||||
14 | Type of Reporting Person
OO (Limited Liability Company) |
CUSIP No. 27032D304 | 13D | Page 17 of 36 pages |
1 | Names of Reporting Persons
Warburg Pincus Partners II (US), L.P. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
| 7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
13,238,110 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
13,238,110 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,238,110 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
30.8% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. 27032D304 | 13D | Page 18 of 36 pages |
1 | Names of Reporting Persons
Warburg Pincus & Company US, LLC | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
New York |
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
| 7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
13,238,110 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
13,238,110 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,238,110 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
30.8% | |||||
14 | Type of Reporting Person
OO (Limited Liability Company) |
CUSIP No. 27032D304 | 13D | Page 19 of 36 pages |
1 | Names of Reporting Persons
Warburg Pincus LLC | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
New York |
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON
| 7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
7,570,434 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
7,570,434 |
11 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,570,434 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
17.6% | |||||
14 | Type of Reporting Person
OO (Limited Liability Company) |
CUSIP No. 27032D304 | 13D | Page 20 of 36 pages |
Item 1. | Security and Issuer. |
This statement on Schedule 13D (the Schedule 13D) relates to the shares of Class A Common Stock, par value $0.001 per share (the Common Stock), of Earthstone Energy, Inc., a Delaware corporation (the Issuer) whose principal executive office is located at 1400 Woodloch Forest Drive, Suite 300, The Woodlands, Texas 77380.
Item 2. | Identity and Background. |
The Schedule 13D is being filed by the following entities (each a Reporting Person and collectively, the Reporting Persons):
Warburg Pincus Private Equity (E&P) XI A, L.P. (WP E&P XI A)
Warburg Pincus XI (E&P) Partners A, L.P. (WP XI E&P Partners A)
WP IRH Holdings, L.P. (WP IRH Holdings)
Warburg Pincus XI (E&P) Partners-B IRH, LLC (WP XI E&P Partners B IRH)
Warburg Pincus XI (E&P) Partners B, L.P. (WP XI E&P Partners B)
Warburg Pincus (E&P) XI, L.P. (WP XI E&P GP)
Warburg Pincus (E&P) XI LLC (WP XI E&P GP LLC)
Warburg Pincus Partners (E&P) XI LLC (WPP E&P XI)
WP Energy IRH Holdings, L.P. (WPE IRH Holdings)
WP Energy Partners IRH Holdings, L.P. (WPE Partners IRH Holdings)
Warburg Pincus Energy (E&P) Partners-B IRH, LLC (WPE E&P Partners B IRH)
Warburg Pincus Energy (E&P) Partners-B, L.P. (WPE E&P Partners B)
Warburg Pincus Energy (E&P) Partners-A, L.P. (WPE E&P Partners A)
Warburg Pincus Energy (E&P)-A, L.P. (WPE E&P A)
Warburg Pincus (E&P) Energy GP, L.P. (WPE E&P GP)
Warburg Pincus (E&P) Energy LLC (WPE E&P GP LLC)
Warburg Pincus Partners II (US), L.P. (WPP II US)
Warburg Pincus & Company US, LLC (WP & Co. US LLC)
Warburg Pincus LLC (WP LLC)
Each of the Reporting Persons, except for WP & Co. US LLC and WP LLC, is organized under the laws of the state of Delaware. WP & Co. US LLC and WP LLC are organized under the laws of the state of New York.
The general partners and members (collectively, the Related Persons) of Warburg Pincus & Co. and WP LLC, respectively, are set forth in Schedule I hereto, including each Related Persons present principal occupation, which is incorporated herein by reference. Except as otherwise set forth in Schedule I, the principal business addresses of the Related Persons is c/o Warburg Pincus LLC, 450 Lexington Avenue, New York, New York 10017.
CUSIP No. 27032D304 | 13D | Page 21 of 36 pages |
By virtue of the agreements made pursuant to the Voting Agreement (as defined below), the Reporting Persons and EnCap Investments L.P. may be deemed to constitute a group for purposes of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended (the Exchange Act). Shares beneficially owned by EnCap Investments L.P. and its affiliates are not the subject of this Schedule 13D. For a description of the relationship between the Reporting Persons and EnCap Investments L.P., see Item 4 below.
The principal business address of each of the Reporting Persons is c/o Warburg Pincus LLC, 450 Lexington Avenue, New York, New York 10017. The Reporting Persons are principally engaged in the business of investing in securities, including securities of the Issuer.
During the last five years, none of the Reporting Persons nor any Related Person (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. | Source and Amount of Funds or Other Consideration. |
On January 7, 2021 (the Closing Date), pursuant to a purchase and sale agreement, dated as of December 17, 2020 (the Purchase Agreement), by and among the Issuer, Earthstone Energy Holdings, LLC, a subsidiary of the Issuer (EEH), Independence Resources Holding, LLC (IRH), and Independence Resources Manager, LLC (IRM), a subsidiary of IRH, IRH received (i) an aggregate amount of cash from EEH equal to approximately $135.2 million and (ii) 12,719,594 shares of newly issued Common Stock as consideration for the sale of all of the issued and outstanding limited liability company interests in certain wholly owned subsidiaries of IRH and IRM.
Also on the Closing Date, IRH purchased 638,744 shares of Common Stock from certain entities affiliated with EnCap Investments L.P. (collectively, the EnCap entities) at a price of $3.99 per share pursuant to a securities purchase agreement, dated as of December 17, 2020 (the Securities Purchase Agreement), by and among IRH and the EnCap entities.
Immediately following the completion of the transactions contemplated by the Purchase Agreement and the Securities Purchase Agreement, IRH distributed all shares of Common Stock held by it in a pro-rata distribution in-kind to its members, resulting in certain of the Reporting Persons acquiring 13,238,110 shares of Common Stock.
CUSIP No. 27032D304 | 13D | Page 22 of 36 pages |
Item 4. | Purpose of Transaction. |
Voting Agreement
In connection with the Purchase Agreement, the Issuer, the Reporting Persons and EnCap Investments L.P. entered into a voting agreement (the Voting Agreement) granting the Reporting Persons the right to appoint one director to the Issuers Board of Directors (the
Board) and obligating the Reporting Persons and EnCap Investments L.P. to vote all of their shares of Common Stock for the Boards nominees for election as directors at any meeting of the Issuers shareholders. The Voting Agreement will terminate upon the earliest to occur of: (a) the first date on which the Reporting Persons collectively beneficially own less than 8% of the Issuers outstanding Common Stock, (b) the first date on which the Reporting Persons collectively beneficially own less than 10% of the Issuers outstanding Common Stock as a result of a sale by the Reporting Persons (other than affiliate transfers) and (c) the date on which the Reporting Persons deliver written notice to the other parties terminating the Voting Agreement.
Registration Rights Agreement
In connection with the Purchase Agreement, the Issuer entered into a registration rights agreement (the Registration Rights Agreement) with IRH and the Reporting Persons pursuant to which the Issuer granted shelf registration rights and piggyback registration rights to such stockholders, for the resale under the Securities Act of 1933, as amended, of the Common Stock held by them, subject to certain conditions set forth therein.
Lock-Up Agreement
In connection with the Purchase Agreement, the Reporting Persons entered into a lock-up agreement (the Lock-Up Agreement) with the Issuer providing that the Reporting Persons will not transfer any of the shares received pursuant to the Purchase Agreement for a period of 120 days after the Closing Date, subject to certain exceptions.
The foregoing descriptions of the Voting Agreement, the Registration Rights Agreement and the Lock-Up Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, each of which is attached as an exhibit to the Schedule 13D and is incorporated herein by reference.
General
The Reporting Persons acquired the securities described in this Schedule 13D in connection with the closing of the Purchase Agreement and the Securities Purchase Agreement and intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuers business, financial condition, operations and prospects; price levels of the Issuers securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.
Subject to the Lock-Up Agreement, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, subject to the terms of the Voting Agreement, the Reporting Persons may engage in discussions with management, the Board, and stockholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Common Stock; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuers business or corporate structure, including changes in management or the composition of the Board.
CUSIP No. 27032D304 | 13D | Page 23 of 36 pages |
Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.
Item 5. | Interest in Securities of the Issuer. |
(a) (b)
The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 42,930,343 shares of Common Stock outstanding as of January 7, 2021, consisting of (i) 30,210,749 shares of Common Stock outstanding as of October 29, 2020, based on the Issuers quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2020, and (ii) 12,719,594 shares of Common Stock newly issued in connection with the Purchase Agreement:
Reporting Person | Amount beneficially owned | Percent of class | Sole power to vote or to direct the vote | Shared power to vote or to direct the vote | Sole power to dispose or to direct the disposition | Shared power to dispose or to direct the disposition | ||||||||||||||||||
Warburg Pincus Private Equity (E&P) XI A, L.P. | 2,123,393 | 4.9% | 0 | 2,123,393 | 0 | 2,123,393 | ||||||||||||||||||
Warburg Pincus XI (E&P) Partners A, L.P. | 163,270 | 0.4% | 0 | 163,270 | 0 | 163,270 | ||||||||||||||||||
WP IRH Holdings, L.P. | 2,068,675 | 4.8% | 0 | 2,068,675 | 0 | 2,068,675 | ||||||||||||||||||
Warburg Pincus XI (E&P) Partners-B IRH, LLC | 57,365 | 0.1% | 0 | 57,365 | 0 | 57,365 | ||||||||||||||||||
Warburg Pincus XI (E&P) Partners B, L.P. | 57,365 | 0.1% | 0 | 57,365 | 0 | 57,365 | ||||||||||||||||||
Warburg Pincus (E&P) XI, L.P. | 4,412,703 | 10.3% | 0 | 4,412,703 | 0 | 4,412,703 | ||||||||||||||||||
Warburg Pincus (E&P) XI LLC | 4,412,703 | 10.3% | 0 | 4,412,703 | 0 | 4,412,703 | ||||||||||||||||||
Warburg Pincus Partners (E&P) XI LLC | 4,412,703 | 10.3% | 0 | 4,412,703 | 0 | 4,412,703 | ||||||||||||||||||
WP Energy IRH Holdings, L.P. | 3,179,794 | 7.4% | 0 | 3,179,794 | 0 | 3,179,794 | ||||||||||||||||||
WP Energy Partners IRH Holdings, L.P. | 260,350 | 0.6% | 0 | 260,350 | 0 | 260,350 | ||||||||||||||||||
Warburg Pincus Energy (E&P) Partners-B IRH, LLC | 101,492 | 0.2% | 0 | 101,492 | 0 | 101,492 | ||||||||||||||||||
Warburg Pincus Energy (E&P) Partners-B, L.P. | 101,492 | 0.2% | 0 | 101,492 | 0 | 101,492 | ||||||||||||||||||
Warburg Pincus Energy (E&P) Partners-A, L.P. | 300,946 | 0.7% | 0 | 300,946 | 0 | 300,946 |
CUSIP No. 27032D304 | 13D | Page 24 of 36 pages |
Warburg Pincus Energy (E&P)-A, L.P. | 4,982,825 | 11.6% | 0 | 4,982,825 | 0 | 4,982,825 | ||||||||||||||||||
Warburg Pincus (E&P) Energy GP, L.P. | 8,825,407 | 20.6% | 0 | 8,825,407 | 0 | 8,825,407 | ||||||||||||||||||
Warburg Pincus (E&P) Energy LLC | 8,825,407 | 20.6% | 0 | 8,825,407 | 0 | 8,825,407 | ||||||||||||||||||
Warburg Pincus Partners II (US), L.P. | 13,238,110 | 30.8% | 0 | 13,238,110 | 0 | 13,238,110 | ||||||||||||||||||
Warburg Pincus & Company US, LLC | 13,238,110 | 30.8% | 0 | 13,238,110 | 0 | 13,238,110 | ||||||||||||||||||
Warburg Pincus LLC | 7,570,434 | 17.6% | 0 | 7,570,434 | 0 | 7,570,434 |
* | Less than 0.1% |
WP E&P XI A is the record holder of 2,123,393 shares of Common Stock. WP XI E&P Partners A is the record holder of 163,270 shares of Common Stock. WP IRH Holdings is the record holder of 2,068,675 shares of Common Stock. WP XI E&P Partners B IRH is the record holder of 57,365 shares of Common Stock. WPE IRH Holdings is the record holder of 3,179,794 shares of Common Stock. WPE Partners IRH Holdings is the record holder of 260,350 shares of Common Stock. WPE E&P Partners B IRH is the record holder of 101,492 shares of Common Stock. WPE E&P Partners A is the record holder of 300,946 shares of Common Stock. WPE E&P A is the record holder of 4,982,825 shares of Common Stock.
WP XI E&P Partners B is the general partner of WP XI E&P Partners B IRH. WP XI E&P GP is the general partner of WP E&P XI A, WP XI E&P Partners A, WP IRH Holdings, and WP XI E&P Partners B. WP XI E&P GP LLC is the general partner of WP XI E&P GP. WPP E&P XI is the managing member of WP XI E&P GP LLC.
WPE E&P Partners B is the general partner of WPE E&P Partners B IRH. WPE E&P GP is the general partner of WPE IRH Holdings, WPE Partners IRH Holdings, WPE E&P Partners B, WPE E&P Partners A, and WPE E&P A. WPE E&P GP LLC is the general partner of WPE E&P GP.
WPP II US is the managing member of WPP E&P XI and WPE E&P GP LLC. WP & Co. US LLC is the general partner of WPP II US. WP LLC is a registered investment adviser, and the manager of WP E&P XI A, WP XI E&P Partners A, WPE E&P Partners A, and WPE E&P A.
As such, each of WP XI E&P GP, WP XI E&P GP LLC and WPP E&P XI may be deemed to share beneficial ownership of the shares held of record by each of WP E&P XI A, WP XI E&P Partners A, WP IRH Holdings, WP XI E&P Partners B IRH and WP XI E&P Partners B. WP XI E&P Partners B may be deemed to share beneficial ownership of the shares held of record by WP XI E&P Partners B IRH.
Each of WPE E&P GP, WPE E&P GP LLC, WPP II US and WP & Co. US LLC may be deemed to share beneficial ownership of the shares held of record by each of WPE IRH Holdings, WPE Partners IRH Holdings, WPE E&P Partners B IRH, WPE E&P Partners B, WPE E&P Partners A and WPE E&P A. WPE E&P Partners B may be deemed to share beneficial ownership of the shares held of record by WPE E&P Partners B IRH.
CUSIP No. 27032D304 | 13D | Page 25 of 36 pages |
Each of WPP II US and WP & Co. US LLC may be deemed to share beneficial ownership of the shares held of record by the Reporting Persons. WP & Co. US LLC may be deemed to share beneficial ownership of the shares held of record by each of WP E&P XI A, WP XI E&P Partners A, WPE E&P Partners A, and WPE E&P A.
Each of such Reporting Persons disclaims any such beneficial ownership.
In addition, as discussed in Item 2 above, by virtue of the agreements made pursuant to the Voting Agreement, the Reporting Persons and EnCap Investments L.P. may be deemed to constitute a group for purposes of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended (the Exchange Act). In the aggregate, such group would beneficially own 51,806,442 shares of Common Stock, representing 67.4% of the outstanding Common Stock as of January 7, 2021 (calculated on the basis of an assumed combined total of 76,886,867 shares of Common Stock outstanding, consisting of (i) 30,210,749 shares of Common Stock outstanding as of October 29, 2020, (ii) 12,719,594 shares of Common Stock newly issued in connection with the Purchase Agreement, and (iii) 33,956,524 shares of the Issuers Class B common stock, $0.001 par value per share (Class B Common Stock) held by the EnCap entities, assuming that all of such shares of Class B Common Stock, along with an equivalent number of membership units of EEH, were exchanged for newly issued shares of Common Stock on a one-for- one basis).
The Reporting Persons expressly disclaim any beneficial ownership of shares of Common Stock beneficially owned by EnCap Investments L.P. and its affiliates and such shares are not the subject of this Schedule 13D.
(c) Except as set forth in Items 3 and 4 above, during the past 60 days none of the Reporting Persons or Related Persons has effected any transactions in the Common Stock.
(d) None.
(e) Not applicable.
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 4 above summarizes certain provisions of the Voting Agreement, Registration Rights Agreement and Lock-Up Agreement and is incorporated herein by reference. A copy of each of these agreement is attached as an exhibit to this Schedule 13D, and is incorporated herein by reference.
Except as set forth herein, none of the Reporting Persons nor any of the Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
CUSIP No. 27032D304 | 13D | Page 26 of 36 pages |
Item 7. | Materials to be Filed as Exhibits |
Exhibit | Description | |
1 | Joint Filing Agreement. | |
2 | Voting Agreement, dated January 7, 2021, by and among Earthstone Energy, Inc., EnCap Investments L.P., Warburg Pincus Private Equity (E&P) XI A, L.P., Warburg Pincus XI (E&P) Partners A, L.P., WP IRH Holdings, L.P., Warburg Pincus XI (E&P) Partners B IRH, LLC, Warburg Pincus Energy (E&P)-A, LP, Warburg Pincus Energy (E&P) Partners-A, LP, Warburg Pincus Energy (E&P) Partners-B IRH, LLC, WP Energy Partners IRH Holdings, L.P., and WP Energy IRH Holdings, L.P. (incorporated by reference to Exhibit 10.2 to the Issuers Current Report on Form 8-K filed on January 13, 2021). | |
3 | Registration Rights Agreement, dated January 7, 2021, by and among Earthstone Energy, Inc., Independence Resources Holdings, LLC and the Persons identified on Schedule I thereto (incorporated by reference to Exhibit 10.1 to the Issuers Current Report on Form 8-K filed on January 13, 2021). | |
4 | Lock-Up Agreement, dated January 7, 2021, by and among Earthstone Energy, Inc., Warburg Pincus Private Equity (E&P) XI A, L.P., Warburg Pincus XI (E&P) Partners A, L.P., WP IRH Holdings, L.P., Warburg Pincus XI (E&P) Partners B IRH, LLC, Warburg Pincus Energy (E&P)-A, LP, Warburg Pincus Energy (E&P) Partners-A, LP, Warburg Pincus Energy (E&P) Partners-B IRH, LLC, WP Energy Partners IRH Holdings, L.P., and WP Energy IRH Holdings, L.P. (incorporated by reference to Exhibit 10.3 to the Issuers Current Report on Form 8-K filed on January 13, 2021). |
CUSIP No. 27032D304 | 13D | Page 27 of 36 pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 19, 2021
Warburg Pincus Private Equity (E&P) XI A, L.P. | ||
By: Warburg Pincus (E&P) XI, L.P., its general partner | ||
By: Warburg Pincus (E&P) XI LLC, its general partner | ||
By: Warburg Pincus Partners (E&P) XI LLC, its sole member | ||
By: Warburg Pincus Partners II (US), L.P., its managing member | ||
By: Warburg Pincus & Company US, LLC, its general partner | ||
By: | /s/ Robert B. Knauss | |
Name: | Robert B. Knauss | |
Title: | Authorized Signatory | |
Warburg Pincus XI (E&P) Partners A, L.P. | ||
By: Warburg Pincus (E&P) XI, L.P., its general partner | ||
By: Warburg Pincus (E&P) XI LLC, its general partner | ||
By: Warburg Pincus Partners (E&P) XI LLC, its sole member | ||
By: Warburg Pincus Partners II (US), L.P., its managing member | ||
By: Warburg Pincus & Company US, LLC, its general partner | ||
By: | /s/ Robert B. Knauss | |
Name: | Robert B. Knauss | |
Title: | Authorized Signatory |
CUSIP No. 27032D304 | 13D | Page 28 of 36 pages |
WP IRH Holdings, L.P. | ||
By: Warburg Pincus (E&P) XI, L.P., its general partner | ||
By: Warburg Pincus (E&P) XI LLC, its general partner |
By: Warburg Pincus Partners (E&P) XI LLC, its sole member | ||
By: Warburg Pincus Partners II (US), L.P., its managing member | ||
By: Warburg Pincus & Company US, LLC, its general partner | ||
By: | /s/ Robert B. Knauss | |
Name: | Robert B. Knauss | |
Title: | Authorized Signatory | |
Warburg Pincus XI (E&P) Partners-B IRH, LLC | ||
By: Warburg Pincus XI (E&P) Partners B, L.P., its managing member | ||
By: Warburg Pincus (E&P) XI, L.P., its general partner | ||
By: Warburg Pincus (E&P) XI LLC, its general partner | ||
By: Warburg Pincus Partners (E&P) XI LLC, its sole member | ||
By: Warburg Pincus Partners II (US), L.P., its managing member | ||
By: Warburg Pincus & Company US, LLC, its general partner | ||
By: | /s/ Robert B. Knauss | |
Name: | Robert B. Knauss | |
Title: | Authorized Signatory | |
Warburg Pincus XI (E&P) Partners B, L.P. | ||
By: Warburg Pincus (E&P) XI, L.P., its general partner | ||
By: Warburg Pincus (E&P) XI LLC, its general partner | ||
By: Warburg Pincus Partners (E&P) XI LLC, its sole member | ||
By: Warburg Pincus Partners II (US), L.P., its managing member | ||
By: Warburg Pincus & Company US, LLC, its general partner | ||
By: | /s/ Robert B. Knauss | |
Name: | Robert B. Knauss | |
Title: | Authorized Signatory |
CUSIP No. 27032D304 | 13D | Page 29 of 36 pages |
Warburg Pincus (E&P) XI LLC | ||
By: Warburg Pincus Partners (E&P) XI LLC, its sole member | ||
By: Warburg Pincus Partners II (US), L.P., its managing member | ||
By: Warburg Pincus & Company US, LLC, its general partner | ||
By: | /s/ Robert B. Knauss | |
Name: | Robert B. Knauss | |
Title: | Authorized Signatory | |
Warburg Pincus Partners (E&P) XI LLC | ||
By: Warburg Pincus Partners II (US), L.P., its managing member | ||
By: Warburg Pincus & Company US, LLC, its general partner | ||
By: | /s/ Robert B. Knauss | |
Name: | Robert B. Knauss | |
Title: | Authorized Signatory | |
WP Energy IRH Holdings, L.P. | ||
By: Warburg Pincus (E&P) Energy GP, L.P., its general partner | ||
By: Warburg Pincus (E&P) Energy LLC, its general partner | ||
By: Warburg Pincus Partners II (US), L.P., its managing member | ||
By: Warburg Pincus & Company US, LLC, its general partner | ||
By: | /s/ Robert B. Knauss | |
Name: | Robert B. Knauss | |
Title: | Authorized Signatory | |
WP Energy Partners IRH Holdings, L.P. | ||
By: Warburg Pincus (E&P) Energy GP, L.P., its general partner | ||
By: Warburg Pincus (E&P) Energy LLC, its general partner | ||
By: Warburg Pincus Partners II (US), L.P., its managing member | ||
By: Warburg Pincus & Company US, LLC, its general partner |
By: | /s/ Robert B. Knauss | |
Name: | Robert B. Knauss | |
Title: | Authorized Signatory |
CUSIP No. 27032D304 | 13D | Page 30 of 36 pages |
Warburg Pincus Energy (E&P) Partners-B IRH, LLC | ||
By: Warburg Pincus Energy (E&P) Partners-B, L.P., its managing member | ||
By: Warburg Pincus (E&P) Energy GP, L.P., its general partner | ||
By: Warburg Pincus (E&P) Energy LLC, its general partner | ||
By: Warburg Pincus Partners II (US), L.P., its managing member | ||
By: Warburg Pincus & Company US, LLC, its general partner | ||
By: | /s/ Robert B. Knauss | |
Name: | Robert B. Knauss | |
Title: | Authorized Signatory | |
Warburg Pincus Energy (E&P) Partners-B, L.P. | ||
By: Warburg Pincus (E&P) Energy GP, L.P., its general partner | ||
By: Warburg Pincus (E&P) Energy LLC, its general partner | ||
By: Warburg Pincus Partners II (US), L.P., its managing member | ||
By: Warburg Pincus & Company US, LLC, its general partner | ||
By: | /s/ Robert B. Knauss | |
Name: | Robert B. Knauss | |
Title: | Authorized Signatory | |
Warburg Pincus Energy (E&P) Partners-A, L.P. | ||
By: Warburg Pincus (E&P) Energy GP, L.P., its general partner | ||
By: Warburg Pincus (E&P) Energy LLC, its general partner | ||
By: Warburg Pincus Partners II (US), L.P., its managing member | ||
By: Warburg Pincus & Company US, LLC, its general partner |
CUSIP No. 27032D304 | 13D | Page 31 of 36 pages |
By: | /s/ Robert B. Knauss | |
Name: | Robert B. Knauss | |
Title: | Authorized Signatory | |
Warburg Pincus Energy (E&P)-A, L.P. | ||
By: Warburg Pincus (E&P) Energy GP, L.P., its general partner | ||
By: Warburg Pincus (E&P) Energy LLC, its general partner | ||
By: Warburg Pincus Partners II (US), L.P., its managing member | ||
By: Warburg Pincus & Company US, LLC, its general partner | ||
By: | /s/ Robert B. Knauss | |
Name: | Robert B. Knauss | |
Title: | Authorized Signatory | |
Warburg Pincus (E&P) Energy GP, L.P. | ||
By: Warburg Pincus (E&P) Energy LLC, its general partner | ||
By: Warburg Pincus Partners II (US), L.P., its managing member | ||
By: Warburg Pincus & Company US, LLC, its general partner | ||
By: | /s/ Robert B. Knauss | |
Name: | Robert B. Knauss | |
Title: | Authorized Signatory | |
Warburg Pincus (E&P) Energy LLC | ||
By: Warburg Pincus Partners II (US), L.P., its managing member | ||
By: Warburg Pincus & Company US, LLC, its general partner | ||
By: | /s/ Robert B. Knauss | |
Name: | Robert B. Knauss | |
Title: | Authorized Signatory | |
Warburg Pincus Partners II (US), L.P. | ||
By: Warburg Pincus & Company US, LLC, its general partner | ||
By: | /s/ Robert B. Knauss | |
Name: | Robert B. Knauss | |
Title: | Authorized Signatory |
CUSIP No. 27032D304 | 13D | Page 32 of 36 pages |
Warburg Pincus & Company US, LLC | ||
By: | /s/ Robert B. Knauss | |
Name: | Robert B. Knauss | |
Title: | Authorized Signatory | |
Warburg Pincus LLC | ||
By: | /s/ Robert B. Knauss | |
Name: | Robert B. Knauss | |
Title: | Managing Director |
CUSIP No. 27032D304 | 13D | Page 33 of 36 pages |
Schedule I
Set forth below is the name, position and present principal occupation of each of the general partners of Warburg Pincus & Co. (WP) and members of Warburg Pincus LLC (including its subsidiaries, WP LLC). Except as otherwise indicated, the business address of each of such persons is 450 Lexington Avenue, New York, New York 10017, and each of such persons is a citizen of the United States.
GENERAL PARTNERS OF WP
NAME | PRESENT PRINCIPAL OCCUPATION IN ADDITION TO POSITION WITH WP, AND POSITIONS WITH THE REPORTING ENTITIES | |
Gregory C. Baecher | Partner of WP; Member and Managing Director of WP LLC | |
Roy Ben-Dor | Partner of WP; Member and Managing Director of WP LLC | |
Damon Beyer | Partner of WP; Member and Managing Director of WP LLC | |
Anthony Robert Buonanno | Partner of WP; Member and Managing Director of WP LLC | |
Thomas Carella | Partner of WP; Member and Managing Director of WP LLC | |
Brian Chang | Partner of WP; Member and Managing Director of WP LLC | |
Ruoxi Chen | Partner of WP; Member and Managing Director of WP LLC | |
Mark M. Colodny | Partner of WP; Member and Managing Director of WP LLC | |
Cary J. Davis | Partner of WP; Member and Managing Director of WP LLC | |
Peter Deming | Partner of WP; Member and Managing Director of WP LLC | |
Adrienne Filipov | Partner of WP; Member and Managing Director of WP LLC | |
Eric Friedman | Partner of WP; Member and Managing Director of WP LLC | |
Timothy F. Geithner | Partner of WP; Member, Managing Director and President of WP LLC | |
Stephanie Geveda | Partner of WP; Member and Managing Director of WP LLC | |
Steven G. Glenn | Partner of WP; Member and Managing Director of WP LLC | |
Jeffrey Goldfaden | Partner of WP; Member and Managing Director of WP LLC | |
David Habachy | Partner of WP; Member and Managing Director of WP LLC | |
William Blake Holden | Partner of WP; Member and Managing Director of WP LLC | |
Edward Y. Huang | Partner of WP; Member and Managing Director of WP LLC | |
Peter R. Kagan | Partner of WP; Member and Managing Director of WP LLC | |
Charles R. Kaye | Managing General Partner of WP; Managing Member and Chief Executive Officer of WP LLC | |
Deborah Kerr | Partner of WP; Member and Managing Director of WP LLC | |
Robert B. Knauss | Partner of WP; Member and Managing Director of WP LLC | |
Amr Kronfol | Partner of WP; Member and Managing Director of WP LLC | |
Rajveer Kushwaha | Partner of WP; Member and Managing Director of WP LLC | |
Harsha Marti | Partner of WP; Member and Managing Director of WP LLC | |
Michael Martin | Partner of WP; Member and Managing Director of WP LLC | |
Vishnu Menon | Partner of WP; Member and Managing Director of WP LLC | |
James Neary | Partner of WP; Member and Managing Director of WP LLC | |
James OGara | Partner of WP; Member and Managing Director of WP LLC | |
Andrew Park | Partner of WP; Member and Managing Director of WP LLC | |
Jeffrey Perlman | Partner of WP; Member and Managing Director of WP LLC | |
Chandler Reedy | Partner of WP; Member and Managing Director of WP LLC | |
John Rowan | Partner of WP; Member and Managing Director of WP LLC | |
Justin L. Sadrian | Partner of WP; Member and Managing Director of WP LLC | |
Adarsh Sarma | Partner of WP; Member and Managing Director of WP LLC | |
John W. Shearburn | Partner of WP; Member and Managing Director of WP LLC | |
Ashutosh Somani | Partner of WP; Member and Managing Director of WP LLC | |
David Sreter | Partner of WP; Member and Managing Director of WP LLC | |
Jeffrey Stein | Partner of WP; Member and Managing Director of WP LLC | |
Alexander Stratoudakis | Partner of WP; Member and Managing Director of WP LLC | |
Christopher H. Turner | Partner of WP; Member and Managing Director of WP LLC |
CUSIP No. 27032D304 | 13D | Page 34 of 36 pages |
James W. Wilson | Partner of WP; Member and Managing Director of WP LLC | |
Daniel Zamlong | Partner of WP; Member and Managing Director of WP LLC | |
Daniel Zilberman | Partner of WP; Member and Managing Director of WP LLC | |
WP & Co. Partners, L.P.* | ||
Warburg Pincus Principal Partnership, L.P.** |
* | New York limited partnership; primary activity is ownership interest in WP |
** | Delaware limited partnership; primary activity is ownership interest in WP |
CUSIP No. 27032D304 | 13D | Page 35 of 36 pages |
MEMBERS OF WP LLC
NAME | PRESENT PRINCIPAL OCCUPATION IN ADDITION TO POSITION WITH WP LLC, AND POSITIONS WITH THE REPORTING ENTITIES | |
Saurabh Agarwal (1) | Member and Managing Director of WP LLC | |
Jonas Agesand (2) | Member and Managing Director of WP LLC | |
Gregory C. Baecher | Member and Managing Director of WP LLC; Partner of WP | |
Roy Ben-Dor | Member and Managing Director of WP LLC; Partner of WP | |
Damon Beyer | Member and Managing Director of WP LLC; Partner of WP | |
Anthony Robert Buonanno | Member and Managing Director of WP LLC; Partner of WP | |
Thomas Carella | Member and Managing Director of WP LLC; Partner of WP | |
Brian Chang | Member and Managing Director of WP LLC; Partner of WP | |
Ruoxi Chen | Member and Managing Director of WP LLC; Partner of WP | |
Julian Cheng (5) | Member and Managing Director of WP LLC | |
Mark M. Colodny | Member and Managing Director of WP LLC; Partner of WP | |
Cary J. Davis | Member and Managing Director of WP LLC; Partner of WP | |
Peter Deming | Member and Managing Director of WP LLC; Partner of WP | |
Yi Ding (4) | Member and Managing Director of WP LLC | |
Yilong Du (5) | Member and Managing Director of WP LLC | |
Min Fang (4) | Member and Managing Director of WP LLC | |
Adrienne Filipov | Member and Managing Director of WP LLC; Partner of WP | |
Max Fowinkel (3) | Member and Managing Director of WP LLC | |
Eric Friedman | Member and Managing Director of WP LLC; Partner of WP | |
Timothy F. Geithner | Member, Managing Director and President of WP LLC; Partner of WP | |
Stephanie Geveda | Member and Managing Director of WP LLC; Partner of WP | |
Steven G. Glenn | Member and Managing Director of WP LLC; Partner of WP | |
Jeffrey G. Goldfaden | Member and Managing Director of WP LLC; Partner of WP | |
David Habachy | Member and Managing Director of WP LLC; Partner of WP | |
William Blake Holden | Member and Managing Director of WP LLC; Partner of WP | |
Edward Y. Huang | Member and Managing Director of WP LLC; Partner of WP | |
Faisal Jamil (6) | Member and Managing Director of WP LLC | |
Peter R. Kagan | Member and Managing Director of WP LLC; Partner of WP | |
Charles R. Kaye | Managing Member and Chief Executive Officer of WP LLC; Managing General Partner of WP | |
Deborah Kerr | Member and Managing Director of WP LLC; Partner of WP | |
Robert B. Knauss | Member and Managing Director of WP LLC; Partner of WP | |
Amr Kronfol | Member and Managing Director of WP LLC; Partner of WP | |
Rajveer Kushwaha | Member and Managing Director of WP LLC; Partner of WP | |
Vishal Mahadevia | Member of WP LLC and Managing Director of Warburg Pincus India Private Limited | |
Harsha Marti | Member and Managing Director of WP LLC; Partner of WP | |
Michael Martin | Member and Managing Director of WP LLC; Partner of WP | |
Vishnu Menon | Member and Managing Director of WP LLC; Partner of WP | |
Piero Minardi (7) | Member and Managing Director of WP LLC | |
Henrique Muramoto (8) | Member and Managing Director of WP LLC | |
James Neary | Member and Managing Director of WP LLC; Partner of WP | |
Hoi Ying Ng (5) | Member and Managing Director of WP LLC | |
René Obermann (3) | Member and Managing Director of WP LLC | |
James OGara | Member and Managing Director of WP LLC; Partner of WP | |
Narendra Ostawal (1) | Member of WP LLC and Managing Director of Warburg Pincus India Private Limited | |
Andrew Park | Member and Managing Director of WP LLC; Partner of WP | |
Jeffrey Perlman | Member and Managing Director of WP LLC; Partner of WP | |
Flavio Porciani (3) | Member and Managing Director of WP LLC | |
Chandler Reedy | Member and Managing Director of WP LLC; Partner of WP | |
David Reis (3) | Member and Managing Director of WP LLC | |
John Rowan | Member and Managing Director of WP LLC; Partner of WP |
CUSIP No. 27032D304 | 13D | Page36 of 36 pages |
Justin L. Sadrian | Member and Managing Director of WP LLC; Partner of WP | |
Anish Saraf (1) | Member of WP LLC and Managing Director of Warburg Pincus India Private Limited | |
Adarsh Sarma | Member and Managing Director of WP LLC; Partner of WP | |
Viraj Sawhney (1) | Member of WP LLC and Managing Director of Warburg Pincus India Private Limited | |
John W. Shearburn | Member and Managing Director of WP LLC; Partner of WP | |
Leo Long Shi (4) | Member and Managing Director of WP LLC | |
Ashutosh Somani | Member and Managing Director of WP LLC; Partner of WP | |
David Sreter | Member and Managing Director of WP LLC; Partner of WP | |
Jeffrey Stein | Member and Managing Director of WP LLC; Partner of WP | |
Alexander Stratoudakis | Member and Managing Director of WP LLC; Partner of WP | |
Michael Thompson (6) | Member and Managing Director of WP LLC | |
Christopher H. Turner | Member and Managing Director of WP LLC; Partner of WP | |
Zhen Wei (5) | Member and Managing Director of WP LLC | |
James W. Wilson | Member and Managing Director of WP LLC; Partner of WP | |
Bo Xu (4) | Member and Managing Director of WP LLC | |
Daniel Zamlong | Member and Managing Director of WP LLC; Partner of WP | |
Lei Zhang (4) | Member and Managing Director of WP LLC | |
Qiqi Zhang (4) | Member and Managing Director of WP LLC | |
Langlang Zhou (4) | Member and Managing Director of WP LLC | |
Lilian Zhu (4) | Member and Managing Director of WP LLC | |
Daniel Zilberman | Member and Managing Director of WP LLC; Partner of WP |
(1) | Citizen of India |
(2) | Citizen of Sweden |
(3) | Citizen of Germany |
(4) | Citizen of China |
(5) | Citizen of Hong Kong |
(6) | Citizen of United Kingdom |
(7) | Citizen of Italy |
(8) | Citizen of Brazil |
As of January 15, 2021