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EX-99.1 - EX-99.1 - EARTHSTONE ENERGY INCeste-ex991_6.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A
(Amendment No. 3)

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: May 9, 2017 (Date of earliest event reported)

 

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

001-35049

 

84-0592823

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

1400 Woodloch Forest Drive, Suite 300

The Woodlands, Texas 77380

(Address of principal executive offices) (Zip Code)

(281) 298-4246

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

 

 


 

EXPLANATORY NOTE

 

As previously disclosed in its Current Report on Form 8-K filed on May 12, 2017 (the “Prior 8-K”) with the U.S. Securities and Exchange Commission (the “SEC”), on May 9, 2017, Earthstone Energy, Inc. (the “Company”), completed the Contribution Agreement dated as of November 7, 2016 and as amended on March 21, 2017 (the “Contribution Agreement”) by and among the Company, Earthstone Energy Holdings, LLC, a Delaware limited liability company (“EEH”), Lynden USA Inc., a Utah corporation, Lynden USA Operating, LLC, a Texas limited liability company, Bold Energy Holdings, LLC, a Texas limited liability company (“Bold Holdings”), and Bold Energy III LLC, a Texas limited liability company (“Bold”). On June 2, 2017, the Company filed an amendment to the Prior 8-K on Form 8-K/A (“8-K/A Report”) for purpose of providing unaudited pro forma financial statements giving effect to the Contribution Agreement, as required by Item 9.01(b) of Form 8-K. On July 31, 2017, the Company filed an amendment to the Prior 8-K on Form 8-K/A (“8-K/A Report No. 2”) for purpose of expanding certain disclosures pertaining to oil and gas reserves in the exhibits therein.

 

This amendment is being filed for the purposes of updating unaudited pro forma financial information through June 30, 2017.

 

 

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2017 are attached hereto as Exhibit 99.1 and are incorporated herein by reference. This unaudited pro forma financial statement gives effect to the Contribution Agreement on May 9, 2017, on the basis, and subject to the assumptions, set forth in accordance with Article 11 of Regulation S-X.

(d) Exhibit. The following exhibit is included with this Current Report on Form 8-K/A:

 

 

 

 

 


 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

EARTHSTONE ENERGY, INC.

 

 

 

Date:  October 18, 2017

By:

/s/ Tony Oviedo

 

 

Tony Oviedo

 

 

Executive Vice President - Accounting and Administration