On September 20, 2023, Earthstone Energy, Inc., a Delaware corporation (the “Company”), established a record date of September 22, 2023 (the “record date”) for the special meeting of stockholders of the Company to be held on October 30, 2023 (the “special meeting”). At the special meeting, stockholders of the Company will be asked to consider and vote on proposals related to the proposed acquisition of the Company and Earthstone Energy Holdings, LLC, a Delaware limited liability company (“OpCo”), by Permian Resources Corporation, a Delaware corporation (“Parent”), pursuant to that certain Agreement and Plan of Merger, dated August 21, 2023 (as amended from time to time, the “Merger Agreement”), among the Company, OpCo, Parent, Smits Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent, Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent, and Permian Resources Operating LLC, a Delaware limited liability company. Company stockholders of record as of the close of business on September 22, 2023 will be entitled to receive notice of, and to vote at, the special meeting.
No Offer or Solicitation
This communication relates to a proposed business combination transaction (the “Transaction”) between the Company and Parent. This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the Transaction or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”).
Important Additional Information
In connection with the Transaction, Parent has filed a registration statement on Form S-4, which includes a joint proxy statement of the Company and Parent and a prospectus of Parent (the “Registration Statement”), with the U.S. Securities and Exchange Commission (the “SEC”). The Transaction will be submitted to the Company’s stockholders and Parent’s stockholders for their consideration. The Company and Parent may also file other documents with the SEC regarding the Transaction. The definitive joint proxy statement/prospectus will be sent to the stockholders of Parent and the Company. This document is not a substitute for the Registration Statement filed with the SEC or any other documents that Parent or the Company may file with the SEC or send to stockholders of Parent or the Company in connection with the Transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY AND PARENT ARE URGED TO READ THE REGISTRATION STATEMENT AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free copies of the Registration Statement and all other documents filed or that will be filed with the SEC by Parent or the Company through the website maintained by the SEC at http://www.sec.gov. Copies of documents filed with the SEC by the Company will be made available free of charge on the Company’s website at https://www.earthstoneenergy.com, under the “Investors” tab, or by directing a request to Investor Relations, Earthstone Energy, Inc., 1400 Woodloch Forest Drive, Suite 300, The Woodlands, TX 77380, Tel. No. (281) 298-4246. Copies of documents filed with the SEC by Parent will be made available free of charge on Parent’s website at https://www.permianres.com under the “Investor Relations” tab or by directing a request to Investor Relations, Permian Resources Corporation, 300 N. Marienfeld St., Ste. 1000, Midland, TX 79701, Tel. No. (432) 695-4222.
Participants in the Solicitation
Parent, the Company and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect to the Transaction.