Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

 

 

EARTHSTONE ENERGY, INC.

(Name of Issuer)

Class A Common Stock, $0.001 par value per share

(Title of Class of Securities)

27032D304

(CUSIP Number)

D. Martin Phillips

EnCap Investments L.P.

9651 Katy Freeway Suite 600

Houston, TX 77024

(713) 659-6100

with a copy to:

W. Matthew Strock

Vinson & Elkins L.L.P.

845 Texas Avenue, Suite 4700

Houston, TX 77002 (713) 758-2222

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 14, 2022

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 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

 

1		Name of Reporting Person     Bold Energy Holdings, LLC
2		Check the Appropriate Box if a Member of a Group   (A):  ☐        (B):  ☐
3		SEC Use Only
4		Source of Funds     Other (Not Applicable, See Item 3)
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)     ☐
6		Citizenship or Place of Organization     Texas

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		Sole Voting Power     -0-
				8		Shared Voting Power     56,079,344 (1)
				9		Sole Dispositive Power     -0-
				10		Shared Dispositive Power     56,079,344 (1)

11		Aggregate Amount Beneficially Owned by Each Reporting Person     56,079,344 (1)
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13		Percent of Class Represented by Amount in Row (11)     41.89% (2)
14		Type of Reporting Person     OO (Limited Liability Company)

 

(1)

Bold Energy Holdings, LLC, a Texas limited liability company (Bold), (i) directly holds 33,956,524 shares of Class B common stock, $0.001 par value per share (Class B Common Stock), of Earthstone Energy, Inc., a Delaware corporation (Earthstone), and an equivalent number of membership units (EEH Units) of Earthstone Energy Holdings, LLC, a Delaware limited liability company (EEH), which together are exchangeable for shares of Class A common stock, $0.001 par value per share (Class A Common Stock), of Earthstone and (ii) may be deemed to beneficially own (a) 2,303,000 shares of Class A Common Stock and (b) 220,000 shares of Series A Convertible Preferred Stock (Preferred Stock) of Earthstone, which will automatically convert into 19,819,820 shares of Class A Common Stock upon the occurrence of certain events further described below, pursuant to a Voting Agreement, dated as of May 9, 2017, by and among Earthstone, Bold, Oak Valley Resources, LLC, a Delaware limited liability company (Oak Valley), and EnCap Investments L.P., a Delaware limited partnership (EnCap Investments), as amended by the First Amendment to the Voting Agreement, dated as of April 22, 2020, by and among Earthstone, Bold and EnCap Investments (the 2017 Voting Agreement), pursuant to which EnCap Investments and Bold have agreed not to vote any shares of Class A Common Stock or Class B Common Stock held by them in favor of certain actions in accordance with the terms of the 2017 Voting Agreement. The shares of Class B Common Stock covered by this item also may be deemed to be beneficially owned by EnCap Partners GP, LLC, a Delaware limited liability company (EnCap Partners GP), through its ownership of EnCap Investments, a party to the 2017 Voting Agreement. On May 19, 2017, Oak Valley was dissolved after filing a certificate of cancellation with the Delaware Secretary of State and, consequently, ceased to be a party to the 2017 Voting Agreement. The Class A Common Stock, Class B Common Stock, EEH Units and Preferred Stock are collectively referred to herein as Securities. Bold disclaims beneficial ownership of the reported Securities except to the extent of its pecuniary interest therein, and this statement shall not be deemed an admission that it is the beneficial owner of the reported Securities for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), or any other purpose.

(2)

This calculation is based on an assumed combined total of 133,886,110 shares of Class A Common Stock outstanding. This assumed combined total outstanding (a) consists of 73,301,255 shares of Class A Common Stock outstanding as of March 3, 2022, as reported by Earthstone in its Annual Report on Form 10-K (Annual Report) filed with the Securities and Exchange Commission (the Commission) on March 9, 2022, (b) consists of 6,808,511 shares of Class A Common Stock issued in connection with the Bighorn Acquisition (as described below) and (c) assumes that (i) all 33,956,524 shares of Class B Common Stock beneficially owned by the Reporting Persons (along with an equivalent number of EEH Units, but no other shares of Class B Common Stock or EEH Units) were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis and (ii) all 220,000 shares of Preferred Stock beneficially owned by the Reporting Persons were automatically converted into 19,819,820 newly-issued shares of Class A Common Stock pursuant to that certain Securities Purchase Agreement dated as of January 30, 2022, by and among Earthstone and the purchasers thereto (the Earthstone SPA), filed as Exhibit 10.2 to the Current Report on Form 8-K filed by Earthstone with the Commission on February 2, 2022. There were a total of 34,302,535 shares of Class B Common Stock outstanding on March 3, 2022, as reported by Earthstone in its Annual Report.

 

1

CUSIP No. 27032D304

 

1		Name of Reporting Person     EnCap Energy Capital Fund VII, L.P.
2		Check the Appropriate Box if a Member of a Group   (A):  ☐        (B):  ☐
3		SEC Use Only
4		Source of Funds     Other (Not Applicable, See Item 3)
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)     ☐
6		Citizenship or Place of Organization     Texas

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		Sole Voting Power     -0-
				8		Shared Voting Power     -0-
				9		Sole Dispositive Power     -0-
				10		Shared Dispositive Power     -0-

11		Aggregate Amount Beneficially Owned by Each Reporting Person     -0-
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13		Percent of Class Represented by Amount in Row (11)     0.0%
14		Type of Reporting Person     PN

 

2

CUSIP No. 27032D304

 

1		Name of Reporting Person     EnCap Energy Capital Fund VIII, L.P.
2		Check the Appropriate Box if a Member of a Group   (A):  ☐        (B):  ☐
3		SEC Use Only
4		Source of Funds     Other (Not Applicable, See Item 3)
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)     ☐
6		Citizenship or Place of Organization     Texas

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		Sole Voting Power     -0-
				8		Shared Voting Power     2,303,000
				9		Sole Dispositive Power     -0-
				10		Shared Dispositive Power     2,303,000

11		Aggregate Amount Beneficially Owned by Each Reporting Person     2,303,000
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13		Percent of Class Represented by Amount in Row (11)     2.87% (1)
14		Type of Reporting Person     PN

 

(1)

This calculation is based on a combined total of 80,109,766 shares of Class A Common Stock, which consists of (a) 73,301,255 shares of Class A Common Stock outstanding as of March 3, 2022, as reported by Earthstone in its Annual Report and (b) 6,808,511 shares of Class A Common Stock issued in connection with the Bighorn Acquisition.

 

3

CUSIP No. 27032D304

 

1		Name of Reporting Person     EnCap Energy Capital Fund IX, L.P.
2		Check the Appropriate Box if a Member of a Group   (A):  ☐        (B):  ☐
3		SEC Use Only
4		Source of Funds     Other (Not Applicable, See Item 3)
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)     ☐
6		Citizenship or Place of Organization     Texas

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		Sole Voting Power     -0-
				8		Shared Voting Power     56,079,344 (1)
				9		Sole Dispositive Power     -0-
				10		Shared Dispositive Power     56,079,344 (1)

11		Aggregate Amount Beneficially Owned by Each Reporting Person     56,079,344 (1)
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13		Percent of Class Represented by Amount in Row (11)     41.89% (2)
14		Type of Reporting Person     PN

 

(1)

EnCap Energy Capital Fund IX, L.P., a Texas limited partnership (EnCap Fund IX), owns 100% of the membership interests of Bold. Bold (i) directly holds 33,956,524 shares of Class B Common Stock and an equivalent number of EEH Units, which together are exchangeable for shares of Class A Common Stock and (ii) may be deemed to beneficially own (a) 2,303,000 shares of Class A Common Stock and (b) 220,000 shares of Preferred Stock of Earthstone, which will automatically convert into 19,819,820 shares of Class A Common Stock upon the day immediately following the expiration of the 20th calendar day after Earthstone mails a definitive information statement to holders of its common stock notifying them that holders of a majority of the outstanding common stock have consented to the conversion feature of the Preferred Stock and the issuance of Class A Common Stock upon conversion of such Preferred Stock, pursuant to the Earthstone SPA. See Footnote 1 on Page 1 above. Therefore, EnCap Fund IX may be deemed to beneficially own all of the reported Securities that are deemed to be beneficially owned by Bold. EnCap Fund IX disclaims beneficial ownership of the reported Securities except to the extent of its pecuniary interest therein, and this statement shall not be deemed an admission that it is the beneficial owner of the reported Securities for the purposes of Section 13(d) of the Exchange Act or any other purpose.

(2)

This calculation is based on an assumed combined total of 133,886,110 shares of Class A Common Stock outstanding. This assumed combined total outstanding (a) consists of 73,301,255 shares of Class A Common Stock outstanding as of March 3, 2022, as reported by Earthstone in its Annual Report, (b) consists of 6,808,511 shares of Class A Common Stock issued in connection with the Bighorn Acquisition and (c) assumes that (i) all 33,956,524 shares of Class B Common Stock beneficially owned by the Reporting Persons (along with an equivalent number of EEH Units, but no other shares of Class B Common Stock or EEH Units) were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis and (ii) all 220,000 shares of Preferred Stock beneficially owned by the Reporting Persons were automatically converted into 19,819,820 newly-issued shares of Class A Common Stock pursuant to the Earthstone SPA. There were a total of 34,302,535 shares of Class B Common Stock outstanding on March 3, 2022, as reported by Earthstone in its Annual Report.

 

4

CUSIP No. 27032D304

 

1		Name of Reporting Person     EnCap Energy Capital Fund XI, L.P.
2		Check the Appropriate Box if a Member of a Group   (A):  ☐        (B):  ☐
3		SEC Use Only
4		Source of Funds     Other (Not Applicable, See Item 3)
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)     ☐
6		Citizenship or Place of Organization     Texas

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		Sole Voting Power     -0-
				8		Shared Voting Power     19,819,820 (1)
				9		Sole Dispositive Power     -0-
				10		Shared Dispositive Power     19,819,820 (1)

11		Aggregate Amount Beneficially Owned by Each Reporting Person     19,819,820 (1)
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13		Percent of Class Represented by Amount in Row (11)     19.83% (2)
14		Type of Reporting Person     OO (Limited Liability Company)

 

(1)

EnCap Energy Capital Fund XI, L.P., a Texas limited partnership (EnCap Fund XI), directly holds 220,000 shares of Preferred Stock of Earthstone, which will automatically convert into 19,819,820 shares of Class A Common Stock upon the day immediately following the expiration of the 20th calendar day after Earthstone mails a definitive information statement to holders of its common stock notifying them that holders of a majority of the outstanding common stock have consented to the conversion feature of the Preferred Stock and the issuance of Class A Common Stock upon conversion of such Preferred Stock, pursuant to the Earthstone SPA.

(2)

This calculation is based on an assumed combined total of 99,929,586 shares of Class A Common Stock outstanding. This assumed combined total outstanding (a) consists of 73,301,255 shares of Class A Common Stock outstanding as of March 3, 2022, as reported by Earthstone in its Annual Report, (b) consists of 6,808,511 shares of Class A Common Stock issued in connection with the Bighorn Acquisition and (c) assumes that all 220,000 shares of Preferred Stock beneficially owned by the Reporting Persons were automatically converted into 19,819,820 newly-issued shares of Class A Common Stock pursuant to the Earthstone SPA.

 

5

CUSIP No. 27032D304

 

1		Name of Reporting Person     EnCap Partners GP, LLC
2		Check the Appropriate Box if a Member of a Group   (A):  ☐        (B):  ☐
3		SEC Use Only
4		Source of Funds     Other (Not Applicable, See Item 3)
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     56,079,344 (1)
				9		Sole Dispositive Power     -0-
				10		Shared Dispositive Power     56,079,344 (1)

11		Aggregate Amount Beneficially Owned by Each Reporting Person     56,079,344 (1)
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares     ☐
13		Percent of Class Represented by Amount in Row (11)     41.89% (2)
14		Type of Reporting Person     OO (Limited Liability Company)

 

(1)

EnCap Partners GP is the sole general partner of EnCap Partners, LP, which is the managing member of EnCap Investments Holdings, LLC, which is the sole member of EnCap Investments GP, L.L.C. (EnCap Investments GP), which is the general partner of EnCap Investments, which is the general partner of EnCap Equity Fund VII GP, L.P., EnCap Equity Fund VIII GP, L.P. and EnCap Equity Fund IX GP, L.P., each of which are the general partners of EnCap Energy Capital Fund VII, L.P. (EnCap Fund VII), EnCap Energy Capital Fund VIII, L.P. (EnCap Fund VIII) and EnCap Fund IX, respectively. EnCap Fund IX owns 100% of the membership interests of Bold. EnCap Investments is also the sole member of EnCap Equity Fund XI GP, LLC, which is general partner of EnCap Equity Fund XI GP, L.P. (Fund XI GP), which is general partner of EnCap Fund XI (together with EnCap Fund VII, EnCap Fund VIII and EnCap Fund IX, the EnCap Funds). Therefore, EnCap Partners GP, through its indirect ownership of Bold and the EnCap Funds, may be deemed to share the right to direct the disposition of the reported Securities. Further, EnCap Partners GP, through its indirect ownership of EnCap Investments, may be deemed to beneficially own and share the right to direct the vote of the Securities pursuant to the 2017 Voting Agreement. EnCap Partners GP disclaims beneficial ownership of the reported Securities except to the extent of its pecuniary interest therein, and this statement shall not be deemed an admission that it is the beneficial owner of the reported Securities for the purposes of Section 13(d) of the Exchange Act or any other purpose.

(2)

This calculation is based on an assumed combined total of 133,886,110 shares of Class A Common Stock outstanding. This assumed combined total outstanding (a) consists of 73,301,255 shares of Class A Common Stock outstanding as of March 3, 2022, as reported by Earthstone in its Annual Report, (b) consists of 6,808,511 shares of Class A Common Stock issued in connection with the Bighorn Acquisition and (c) assumes that (i) all 33,956,524 shares of Class B Common Stock beneficially owned by the Reporting Persons (along with an equivalent number of EEH Units, but no other shares of Class B Common Stock or EEH Units) were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis and (ii) all 220,000 shares of Preferred Stock beneficially owned by the Reporting Persons were automatically converted into 19,819,820 newly-issued shares of Class A Common Stock pursuant to the Earthstone SPA. There were a total of 34,302,535 shares of Class B Common Stock outstanding on March 3, 2022, as reported by Earthstone in its Annual Report.

 

6

Explanatory Note

This Amendment No. 9 (this Amendment) amends and supplements the Schedule 13D filed on May 27, 2014 (the First Schedule 13D) by Oak Valley Resources, LLC, a Delaware limited liability company (Oak Valley), as amended by Amendment No. 1 filed by Oak Valley on November 16, 2016 (the Second Schedule 13D), as further amended by Amendment No. 2 filed by Bold Energy Holdings, LLC, a Texas limited liability company (Bold), on June 1, 2018 (the Third Schedule 13D), as further amended by Amendment No. 3 filed by Bold on October 25, 2018 (the Fourth Schedule 13D), as further amended by Amendment No. 4 filed by Bold on October 30, 2019 (the Fifth Schedule 13D), as further amended by Amendment No. 5 filed by Bold on December 23, 2020 (the Sixth Schedule 13D), as further amended by Amendment No. 6 filed by Bold on January 12, 2021 (the Seventh Schedule 13D), as further amended by Amendment No. 7 filed by Bold on October 27, 2021 (the Eighth Schedule 13D) and as further amended by Amendment No. 8 filed by Bold on February 7, 2022 (the Ninth Schedule 13D and, together with the First Schedule 13D, the Second Schedule 13D, the Third Schedule 13D, the Fourth Schedule 13D, the Fifth Schedule 13D, the Sixth Schedule 13D, the Seventh Schedule 13D and the Eight Schedule 13D, the Original Schedule 13D and, the Original Schedule 13D as further amended and supplemented by this Amendment, the Schedule 13D), and relates to the beneficial ownership of the shares of Class A common stock, $0.001 par value per share, of Earthstone Energy, Inc., a Delaware corporation (Earthstone). Except as otherwise specified in this Amendment, all items left blank remain unchanged in all material respects and any items that are reported are deemed to amend and restate the corresponding items in the Original Schedule 13D in their entirety. Capitalized terms used herein but not defined herein have the respective meanings ascribed to them in the Original Schedule 13D.

This Amendment is being filed on behalf of the reporting persons identified on the cover pages of this Amendment. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

 

Item 2.

Identity and Background.

This Amendment amends and restates Item 2 of the Original Schedule 13D in its entirety as set forth below:

This Schedule 13D is being filed by Bold, EnCap Partners GP, LLC, a Delaware limited liability company (EnCap Partners GP), EnCap Energy Capital Fund VII, L.P. (EnCap Fund VII), EnCap Energy Capital Fund VIII, L.P. (EnCap Fund VIII), EnCap Energy Capital Fund IX, L.P. (EnCap Fund IX) and EnCap Energy Capital Fund XI, L.P. (EnCap Fund XI), each a Texas limited partnership (collectively, the EnCap Funds). Bold, the EnCap Funds and EnCap Partners GP (collectively, the EnCap Entities) are sometimes referred to in this Schedule 13D individually as a Reporting Person and, collectively, they are referred to herein as the Reporting Persons.

The principal business of Bold is its investment in the securities of Earthstone. The principal business of each of the EnCap Funds is investing in securities of energy companies and related assets. The principal business of EnCap Partners GP is indirectly managing the EnCap Funds. The address of the principal office of the EnCap Entities is 9651 Katy Freeway, Suite 600, Houston, Texas 77024.

Information regarding the executive officers, managers or other control persons of Bold, the EnCap Funds and EnCap Partners GP is set forth on Schedule A, Schedule B and Schedule C, respectively, attached hereto. Schedule A, Schedule B and Schedule C attached hereto set forth the following information as to each such person:

 

(i).

name;

 

(ii).

residence or business address;

 

(iii).

present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and

 

(iv).

citizenship.

 

7

Other than as set forth on Schedule B attached hereto, during the last five years, to the best of the Reporting Persons knowledge, no person named on Schedule A, Schedule B or Schedule C attached hereto, has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to 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 4.

Purpose of Transaction.

This Amendment amends and restates the sections entitled Earthstone Securities Purchase Agreement and Post Oak Securities Purchase Agreement contained in Item 4 of the Original Schedule 13D in their entirety as follows:

Earthstone Securities Purchase Agreement

On January 30, 2022, Earthstone entered into a securities purchase agreement (the Earthstone SPA) with EnCap Fund XI, an affiliate of EnCap Investments, and Cypress Investments, LLC, a fund managed by Post Oak Energy Capital, LP (Post Oak), to sell, in a private placement (the Private Placement), 280,000 shares of newly authorized Series A Convertible Preferred Stock, $0.001 par value per share (the Preferred Stock), each share of which will be convertible into 90.0900900900901 shares of Class A Common Stock for anticipated gross proceeds of $280.0 million, at a price of $1,000.00 per share of Preferred Stock (or $11.10 per share of Class A Common Stock on an as-converted basis). On April 14, 2022, immediately following the consummation of the transactions contemplated by that certain Purchase and Sale Agreement, dated as of January 30, 2022, by and among Bighorn Asset Company, LLC, EEH and Earthstone (the Bighorn Acquisition), the Private Placement was consummated in accordance with the terms of the Earthstone SPA, and, in connection therewith, Earthstone sold and issued 220,000 shares of Preferred Stock to EnCap Fund XI for an aggregate purchase price of $220.0 million.

The Earthstone SPA contains customary representations and warranties by Earthstone, Post Oak and EnCap Fund XI, and Earthstone has agreed to indemnify each investor for losses resulting from Earthstones breach of any representations, warranties or covenants. As of the date of the Earthstone SPA, EnCap Investments and its affiliates beneficially owned approximately 46.75% of the outstanding voting power of Earthstone. Two of Earthstones directors are employed by EnCap Investments. The Earthstone SPA and the Private Placement were evaluated and approved by the audit committee of the board of directors of Earthstone.

In connection with the closing of the Earthstone SPA, EnCap Fund XI, Post Oak and Earthstone entered into a Registration Rights Agreement, dated April 14, 2022 (the Earthstone RRA). Pursuant to the terms of the Earthstone RRA, Earthstone will, among other things, file a registration statement on Form S-3 with the Securities and Exchange Commission within 75 days after the closing of the Earthstone SPA providing for the registration of the shares of Class A Common Stock underlying the Preferred Stock and cooperate in certain underwritten offerings thereof.

In connection with the closing of the Earthstone SPA, Warburg, EnCap Investments, Post Oak and Earthstone entered into a Voting Agreement (the Post Oak Voting Agreement), dated as of April 14, 2022, containing provisions by which Post Oak has the right to nominate one director to the Board so long as Post Oak and its affiliates, in the aggregate, own 5.5% of the outstanding shares of Common Stock. Post Oak nominated Frost W. Cochran pursuant to the Post Oak Voting Agreement, and the Board appointed Mr. Cochran as Class II director to hold officer until Earthstones the 2023 annual meeting of its stockholders and the election of his successor.

In connection with the closing of the Earthstone SPA, on April 14, 2022, EEH amended and restated the First Amended and Restated Limited Liability Company Agreement of EEH pursuant to the Second Amended and Restated Limited Liability Company Agreement of EEH (the Second LLC Agreement) in order to provide for preferred units and update certain tax provisions therein.

The foregoing description of the Earthstone SPA, the Earthstone RRA, the Post Oak Voting Agreement and the Second LLC Agreement does not purport to be complete and is qualified in its entirety by the actual Earthstone SPA, Earthstone RRA, Post Oak Voting Agreement and Second LLC Agreement, copies of which are filed as Exhibit 10.10 to the Ninth Schedule 13D and Exhibits 10.12, 10.13 and 10.14 to this Amendment, respectively, and incorporated herein by reference.

 

8

Post Oak Securities Purchase Agreement

On January 30, 2022, Post Oak and EnCap Fund VII entered into a Securities Purchase Agreement (the Post Oak SPA) providing for, among other things, the acquisition by Post Oak of 4,611,808 shares of Class A Common Stock of Earthstone from EnCap Fund VII at a purchase price of $11.10 per share of Class A Common Stock (the Post Oak Acquisition) and the making of customary representations and warranties by Post Oak and EnCap Fund VII in connection therewith. On April 14, 2022, the Post Oak Acquisition was consummated in accordance with the terms of the Post Oak SPA and, as a result thereof, EnCap Fund VII ceased to beneficially own any shares of Class A Common Stock.

The foregoing description of the Post Oak SPA does not purport to be complete and is qualified in its entirety by the actual Post Oak SPA, a copy of which is filed as Exhibit 10.11 to the Ninth Schedule 13D and incorporated herein by reference.

This Amendment amends Item 4 of the Original Schedule 13D to include the following after the final paragraph:

Certificate of Designation

On April 13, 2022, Earthstone filed with the Secretary of State of the State of Delaware a Certificate of Designation, Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the Certificate of Designations), which created the Preferred Stock issued by Earthstone at the consummation of the transactions contemplated by the Earthstone SPA on April 14, 2022.

Each share of Preferred Stock will be convertible into a number of shares of Class A Common Stock determined by dividing the liquidation preference of the Preferred Stock, which is equal to the liquidation price plus the amount of any accrued and unpaid dividends through the date of conversion, by the conversion price. No dividend will be paid on the Preferred Stock if it converts into Class A Common Stock on or before October 1, 2022. Accordingly, until such date each share of Preferred Stock will automatically convert into 90.0900900900901 shares of Class A Common Stock at an initial conversion price of $11.10 per share of Class A Common Stock. The Preferred Stock will convert automatically on the 20th calendar day after Earthstone mails a definitive information statement to holders of its Common Stock notifying them that holders of a majority of the outstanding Common Stock have consented to the conversion feature of the Preferred Stock and the issuance of Class A Common Stock upon conversion of the Preferred Stock. As of January 30, 2022, Earthstone had received written consent for the conversion feature of the Preferred Stock and the issuance of the Class A Common Stock issuable upon conversion of the Preferred Stock from stockholders representing more than 50% of Earthstones outstanding Common Stock. The initial conversion price is subject to adjustment in certain circumstances, including stock splits, stock dividends, rights offerings, or combinations of Class A Common Stock.

If the Preferred Stock has not automatically converted into Class A Common Stock on or before October 1, 2022, then each holder of Preferred Stock will be entitled to receive dividends at an annual rate of 8% of the initial liquidation preference per share from the date of issuance. If a cash dividend is not declared and paid on any dividend payment date, then the liquidation preference per share of Preferred Stock will be increased by the amount of the unpaid dividend.

Earthstone will be required to redeem all of the outstanding shares of Preferred Stock if the Preferred Stock has not been converted into Class A Common Stock on or before November 22, 2025.

Except as expressly required by law, the holders of Preferred Stock have no voting rights, including the right to elect directors, and their consent is not required for taking corporate action.

The foregoing description of the Certificate of Designations does not purport to be complete and is qualified in its entirety by the actual Certificate of Designations, a copy of which is filed as Exhibit 10.15 to this Amendment and incorporated herein by reference.

 

9

Item 5.

Interest in Securities of the Issuer.

This Amendment amends and restates Item 5 of the Original Schedule 13D in its entirety as set forth below:

(a) The aggregate number and percentage of Class A Common Stock beneficially owned by each Reporting Person is set forth in Items 7, 8, 9, 10, 11 and 13 of the cover pages to this Schedule 13D relating to such Reporting Person and is incorporated by reference herein. The Reporting Persons, Post Oak and the Warburg Entities comprise a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the Exchange Act). See Item 2 above.

(b) For purposes of Rule 13d-3 promulgated under the Exchange Act, EnCap Partners GP has the shared power to vote or to direct the vote and to dispose or to direct the disposition of the Class A Common Stock held by the EnCap Funds. The shares held by the EnCap Funds represent approximately 41.89% of the outstanding shares of Class A Common Stock (an assumed combined total of 133,886,110 shares of Class A Common Stock outstanding, which (a) consists of 73,301,255 shares of Class A Common Stock outstanding as of March 3, 2022, as reported by Earthstone in its Annual Report, (b) consists of 6,808,511 shares of Class A Common Stock issued in connection with the Bighorn Acquisition and (c) assumes that (i) all 33,956,524 shares of Class B Common Stock beneficially owned by the Reporting Persons (along with an equivalent number of EEH Units, but no other shares of Class B Common Stock or EEH Units) were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis and (ii) all 220,000 shares of Preferred Stock beneficially owned by the Reporting Persons were automatically converted into 19,819,820 newly-issued shares of Class A Common Stock pursuant to the Earthstone SPA). Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any shares of Class A Common Stock for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

By virtue of the arrangements of the Reporting Persons with Warburg under the Warburg Voting Agreement, as amended, and with Warburg and Post Oak under the Post Oak Voting Agreement, including the mutual agreement to vote their voting stock for the election of the persons named in Earthstones proxy statement as its board of directors nominees for election as directors, and against any other nominees, the Reporting Persons may be deemed to be members of a group with Warburg and Post Oak. The Reporting Persons expressly disclaim any beneficial ownership of shares of Class A Common Stock held of record by Warburg and Post Oak and the numbers of shares reported in the cover pages as shared voting power do not include those shares of Class A Common Stock. As of the date of this Amendment, the Reporting Persons are the record holders of an aggregate of 2,303,000 shares of Class A Common Stock, 33,956,524 shares of Class B Common Stock and 220,000 shares of Preferred Stock and, to the knowledge of the Reporting Persons, Warburg is the record holder of 26,389,956 shares of Class A Common Stock and Post Oak is the record holder of 4,611,808 shares of Class A Common Stock and 60,000 shares of Preferred Stock. In the aggregate any group formed thereby would beneficially own 92,486,513 shares of Class A Common Stock in the aggregate, or approximately 66.40% of Earthstones outstanding shares of Class A Common Stock (calculated on the basis of an assumed combined total of 139,291,515 shares of Class A Common Stock outstanding, which (a) consists of 73,301,255 shares of Class A Common Stock outstanding as of March 3, 2022, as reported by Earthstone in its Annual Report, (b) consists of 6,808,511 shares of Class A Common Stock issued in connection with the Bighorn Acquisition and (c) assumes that (i) all 33,956,524 shares of Class B Common Stock beneficially owned by the Reporting Persons (along with an equivalent number of EEH Units, but no other shares of Class B Common Stock or EEH Units) were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis and (ii) all (A) 220,000 shares of Preferred Stock beneficially owned by the Reporting Persons and (B) 60,000 shares of Preferred Stock beneficially owned by Post Oak were automatically converted into 25,225,225 newly-issued shares of Class A Common Stock in the aggregate pursuant to the Earthstone SPA).

Each of Warburg and Post Oak has filed, or from time to time may file, separate statements of beneficial ownership on Schedule 13D pursuant to Rule 13d-1(k)(2) under the Act containing information required of Warburg or Post Oak, as applicable, with respect to the voting agreements described in this Item 5 or related matters. The Reporting Persons assume no responsibility for the information contained in any filings by any other person, including Warburg and Post Oak.

(c) Except as set forth in this Schedule 13D, none of the Reporting Persons or, to their knowledge, any of its directors, executive officers or other control persons named on Schedule A, Schedule B or Schedule C, attached hereto, has effected any transaction in the shares of Class A Common Stock during the past 60 days.

 

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(d) No person other than the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock reported on this Schedule 13D.

(e) On April 14, 2022, EnCap Fund VII ceased to be the beneficial owner of more than five percent of the Class A Common Stock.

 

Item 7.

Material to be Filed as Exhibits.

This Amendment amends and restates Item 7 of the Original Schedule 13D in its entirety as set forth below:

 

Exhibit No.		Description of Exhibit
1.1		Joint Filing Agreement dated April 20, 2022.
2.1		Contribution Agreement dated November 7, 2016, by and among Earthstone Energy, Inc., Earthstone Energy Holdings, LLC, Lynden USA Inc., Lynden USA Operating, LLC, Bold Energy Holdings, LLC and Bold Energy III LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Earthstone Energy, Inc. with the Commission on November 8, 2016).
2.2		First Amendment to the Contribution Agreement dated March 21, 2017 by and among Earthstone Energy, Inc., Earthstone Energy Holdings, LLC, Lynden USA Inc., Lynden USA Operating, LLC, Bold Energy Holdings, LLC, and Bold Energy III LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Earthstone Energy, Inc. with the Commission on March 23, 2017).
2.3		Purchase and Sale Agreement dated March 31, 2021, by and among Tracker Resource Development III, LLC, TRD III Royalty Holdings (TX), LP, Earthstone Energy, Inc. and Earthstone Energy Holdings, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Earthstone Energy, Inc. with the Commission on April 5, 2021).
10.1		Registration Rights Agreement dated May 9, 2017, by and among Earthstone Energy, Inc., Bold Energy Holdings, LLC and the other persons parties thereto (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Earthstone Energy, Inc. with the Commission on May 15, 2017).
10.2		Voting Agreement dated May 9, 2017, by and among Earthstone Energy, Inc., EnCap Investments L.P., Oak Valley Resources, LLC and Bold Energy Holdings, LLC (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by Earthstone Energy, Inc. with the Commission on May 15, 2017).
10.3		First Amendment to the Voting Agreement dated April 22, 2020, by and among Earthstone Energy, Inc., EnCap Investments L.P. and Bold Energy Holdings, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Earthstone Energy, Inc. with the Commission on April 24, 2020).
10.4		Redemption Agreement dated June 1, 2018, by and between Bold Energy Holdings, LLC and Bold Energy Management III LLC (incorporated by reference to Exhibit 10.3 to the Schedule 13D/A filed by Bold Energy Holdings, LLC with the Commission on June 18, 2018).
10.5		Securities Purchase Agreement dated December 17, 2020, by and among EnCap Energy Capital Fund V, L.P., EnCap V-B Acquisitions, L.P., EnCap Energy Capital Fund VI, L.P., EnCap VI-B Acquisitions, L.P. and Independence Resources Holdings, LLC (incorporated by reference to Exhibit 10.5 to the Schedule 13D/A filed by Bold Energy Holdings, LLC with the Commission on December 23, 2020).
10.6		Voting Agreement dated January 7, 2021, by and among Earthstone Energy, Inc., certain entities affiliated with Warburg Pincus & Company US, LLC and EnCap Investments L.P. (incorporated by reference to Exhibit 10.6 to the Schedule 13D/A filed by Bold Energy Holdings, LLC with the Commission on October 27, 2021).

 

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Exhibit No.		Description of Exhibit
10.7		Waiver of Right to Appoint an Additional Director dated January 7, 2021, by EnCap Investments L.P. (incorporated by reference to Exhibit 10.7 to the Schedule 13D/A filed by Bold Energy Holdings, LLC with the Commission on October 27, 2021).
10.8		Registration Rights Agreement dated July 20, 2021, by and among Earthstone Energy, Inc., Tracker Resource Development III, LLC, EnCap Energy Capital Fund VIII, L.P., ZIP Ventures I, L.L.C., and Tracker III Holdings, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Earthstone Energy, Inc. with the Commission on July 23, 2021).
10.9		Lock-up Agreement dated July 20, 2021, by and between Earthstone Energy, Inc. and EnCap Energy Capital Fund VIII, L.P. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Earthstone Energy, Inc. with the Commission on July 23, 2021).
10.10		Securities Purchase Agreement dated January 30, 2022, by and among Earthstone Energy, Inc. and the purchasers set forth therein (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Earthstone Energy, Inc. with the Commission on February 2, 2022)
10.11		Securities Purchase Agreement dated January 30, 2022, by and among EnCap Energy Capital Fund VII, L.P. and Cypress Investments, LLC (incorporated by reference to Exhibit 10.7 to the Schedule 13D/A filed by Bold Energy Holdings, LLC with the Commission on February 7, 2022).
10.12		Registration Rights Agreement dated April 14, 2022, by and among Earthstone Energy, Inc., Cypress Investments, LLC and EnCap Energy Capital Fund XI, L.P. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Earthstone Energy, Inc. with the Commission on April 18, 2022).
10.13		Voting Agreement dated April 14, 2022, by and among Earthstone Energy, Inc., certain entities affiliated with Warburg Pincus & Company US, LLC, Cypress Investments, LLC and EnCap Investments L.P. (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by Earthstone Energy, Inc. with the Commission on April 18, 2022).
10.14		Second Amended and Restated Limited Liability Company Agreement of Earthstone Energy Holdings, LLC dated April 14, 2022 (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by Earthstone Energy, Inc. with the Commission on April 18, 2022).
10.15		Certificate of Designation, Preferences, Rights and Limitations of the Series A Convertible Preferred Stock of Earthstone Energy, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Earthstone Energy, Inc. with the Commission on April 18, 2022).

 

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SIGNATURE

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: April 20, 2022

 

 

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14

 

15

Schedule A

CONTROL PERSONS OF BOLD

The name, business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the general partner and other control persons of Bold are set forth below:

 

Name and Business Address		Capacity in which Serves		Principal Occupation		Name, Principal Business and Address of Organization in which Principal Occupation is Conducted
EnCap Energy Capital Fund IX, L.P. 9651 Katy Freeway, Suite 600 Houston, Texas 77024		Sole Member of Bold Energy Holdings, LLC		n/a		n/a
EnCap Equity Fund IX GP, L.P. 9651 Katy Freeway, Suite 600 Houston, Texas 77024		General Partner of EnCap Energy Capital Fund IX, L.P.		n/a		n/a
EnCap Investments L.P. 9651 Katy Freeway, Suite 600 Houston, Texas 77024		General Partner of EnCap Equity Fund IX GP, L.P.		n/a		n/a
EnCap Investments GP, L.L.C. 9651 Katy Freeway, Suite 600 Houston, Texas 77024		General Partner of EnCap Investments L.P.		n/a		n/a
EnCap Investments Holdings, LLC 9651 Katy Freeway, Suite 600 Houston, Texas 77024		Sole Member of EnCap Investments GP, L.L.C.		n/a		n/a
EnCap Partners, LP 9651 Katy Freeway, Suite 600 Houston, Texas 77024		Managing Member of EnCap Investments Holdings, LLC		n/a		n/a
EnCap Partners GP, LLC 9651 Katy Freeway, Suite 600 Houston, Texas 77024		General Partner of EnCap Partners, LP		n/a		n/a

 

A-1

Schedule B

CONTROL PERSONS OF THE ENCAP FUNDS

The name, business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the general partner and other control persons of the EnCap Funds are set forth below:

 

Name and Business Address		Capacity in which Serves		Principal Occupation		Name, Principal Business and Address of Organization in which Principal Occupation is Conducted
EnCap Equity Fund VII GP, L.P. 9651 Katy Freeway, Suite 600 Houston, Texas 77024		General Partner of EnCap Energy Capital Fund VII, L.P.		n/a		n/a
EnCap Equity Fund VIII GP, L.P. 9651 Katy Freeway, Suite 600 Houston, Texas 77024		General Partner of EnCap Energy Capital Fund VIII, L.P.		n/a		n/a
EnCap Equity Fund IX GP, L.P. 9651 Katy Freeway, Suite 600 Houston, Texas 77024		General Partner of EnCap Energy Capital Fund IX, L.P.		n/a		n/a
EnCap Equity Fund XI GP, L.P. 9651 Katy Freeway, Suite 600 Houston, Texas 77024		General Partner of EnCap Energy Capital Fund XI, L.P.		n/a		n/a
EnCap Equity Fund XI GP, LLC 9651 Katy Freeway, Suite 600 Houston, Texas 77024		General Partner of EnCap Equity Fund XI GP, L.P.		n/a		n/a
EnCap Investments L.P. 9651 Katy Freeway, Suite 600 Houston, Texas 77024		General Partner of EnCap Equity Fund VII GP, L.P., EnCap Equity Fund VIII GP, L.P. and EnCap Equity Fund IX GP, L.P.; Sole Member of EnCap Equity Fund XI GP, LLC		n/a		n/a
EnCap Investments GP, L.L.C. 9651 Katy Freeway, Suite 600 Houston, Texas 77024		General Partner of EnCap Investments L.P.		n/a		n/a
EnCap Investments Holdings, LLC 9651 Katy Freeway, Suite 600 Houston, Texas 77024		Sole Member of EnCap Investments GP, L.L.C.		n/a		n/a
EnCap Partners, LP 9651 Katy Freeway, Suite 600 Houston, Texas 77024		Managing Member of EnCap Investments Holdings, LLC		n/a		n/a
EnCap Partners GP, LLC 9651 Katy Freeway, Suite 600 Houston, Texas 77024		General Partner of EnCap Partners, LP		n/a		n/a

On July 10, 2018, EnCap Investments L.P. (EnCap) entered into a settlement with the Securities and Exchange Commission (SEC) under which EnCap consented to the entry of an order (the Order) that finds that EnCap violated Section 206(4) under the Investment Advisers Act of 1940 (the Advisers Act) and Rule 206(4)-5 thereunder. Solely for the purpose of settling these proceedings, EnCap admitted to the SECs jurisdiction, the subject matter of these proceedings and consented to the Order. The Order required EnCap to cease and desist from committing or causing any violations and any future violations of Section 206(4) of the Advisers Act and Rule 206(4)-5 thereunder, to be censured and to pay a civil monetary penalty in the amount of $500,000 to the SEC.

 

B-1

Schedule C

CONTROL PERSONS OF ENCAP PARTNERS GP

The name, business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the general partner and other control persons of EnCap Partners GP are set forth below. Except as indicated below, all members of the Board of Managers of EnCap Partners GP listed below are citizens of the United States.

 

Name and Business Address		Capacity in which Serves		Principal Occupation		Name, Principal Business and Address of Organization in which Principal Occupation is Conducted
David B. Miller 3811 Turtle Creek Blvd., Suite 2100 Dallas, Texas 75219		Managing Partner		Managing Partner		EnCap Partners GP, LLC 3811 Turtle Creek Blvd., Suite 2100 Dallas, Texas 75219
Gary R. Petersen 9651 Katy Freeway, Suite 600 Houston, Texas 77024		Managing Partner		Managing Partner		EnCap Partners GP, LLC 9651 Katy Freeway, Suite 600 Houston, Texas 77024
D. Martin Phillips 9651 Katy Freeway, Suite 600 Houston, Texas 77024		Managing Partner		Managing Partner		EnCap Partners GP, LLC 9651 Katy Freeway, Suite 600 Houston, Texas 77024
Robert L. Zorich 9651 Katy Freeway, Suite 600 Houston, Texas 77024		Managing Partner		Managing Partner		EnCap Partners GP, LLC 9651 Katy Freeway, Suite 600 Houston, Texas 77024
Jason M. DeLorenzo 9651 Katy Freeway, Suite 600 Houston, Texas 77024		Managing Partner		Managing Partner		EnCap Partners GP, LLC 9651 Katy Freeway, Suite 600 Houston, Texas 77024
Douglas E. Swanson, Jr. 9651 Katy Freeway, Suite 600 Houston, Texas 77024		Managing Partner		Managing Partner		EnCap Partners GP, LLC 9651 Katy Freeway, Suite 600 Houston, Texas 77024