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
Ownership Summary

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%
Filing

 

 

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
WITH

 

     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
WITH

 

     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
WITH

 

     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
WITH

 

     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
WITH

 

     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
WITH

 

     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
WITH

 

     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
WITH

 

     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
WITH

 

     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
WITH

 

     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
WITH

 

     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
WITH

 

     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
WITH

 

     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
WITH

 

     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
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

 

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
WITH

 

     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
WITH

 

     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
WITH

 

     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
Number

  

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