Earthstone Energy, Inc. Announces Date of Special Meeting of Stockholders
Earthstone Energy, Inc. (NYSE: ESTE) (“Earthstone,” the “Company,” “we”
or “us”), today announced that a special meeting of stockholders will be
held on January 3, 2019 at 9:00 a.m. CST at the offices of the Company,
located at 1400 Woodloch Forest Drive, Suite 300, The Woodlands, Texas
77380. The purpose of the meeting will be to consider and act upon the
previously announced Contribution Agreement dated October 17, 2018 (the
“Contribution Agreement”), by and among Earthstone, Earthstone Energy
Holdings, LLC and Sabalo Holdings, LLC, and other matters related
thereto. Stockholders of record as of the close of business on November
5, 2018 will be entitled to receive notice of, and to vote at, the
special meeting of stockholders. Proxy materials related to the special
meeting of stockholders were first mailed to stockholders on or about
November 6, 2018. Earthstone has engaged Advantage Proxy, Inc. as its
proxy solicitor in connection with the special meeting of stockholders.
About Earthstone Energy, Inc.
Earthstone Energy, Inc. is a growth-oriented, independent energy company
engaged in the development and operation of oil and natural gas
properties. Its primary assets are located in the Midland Basin of west
Texas and the Eagle Ford Trend of south Texas. Earthstone is listed on
the New York Stock Exchange under the symbol “ESTE.” For more
information, visit the Company’s website at www.earthstoneenergy.com.
Additional Information and Where to Find It
In connection with the proposed acquisition (the “Acquisition”) pursuant
to the Contribution Agreement, Earthstone filed with the Securities and
Exchange Commission (the “SEC”) on November 6, 2018 and subsequently
mailed to its security holders a definitive proxy statement and other
relevant documents in connection with the proposed Acquisition. This
release is not a substitute for the definitive proxy statement or any
other document that Earthstone may file with the SEC or send to its
stockholders in connection with the proposed Acquisition. EARTHSTONE
URGES SECURITY HOLDERS TO READ THE DEFINITIVE PROXY STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS LATER FILED WITH THE SEC IF AND WHEN THEY
BECOME AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
EARTHSTONE AND THE PROPOSED ACQUISITION. Investors and security
holders can obtain these materials and other documents filed with the
SEC free of charge at the SEC’s website, www.sec.gov.
In addition, a copy of the definitive proxy statement may be obtained
free of charge from Earthstone’s website at www.earthstoneenergy.com.
Investors and security holders may also read and copy any reports,
statements and other information filed by Earthstone, with the SEC, at
the SEC public reference room at 100 F Street, N.E., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website
for further information on its public reference room. In addition, the
documents filed with the SEC by Earthstone can be obtained free of
charge from Earthstone’s website at www.earthstoneenergy.com
or by contacting Earthstone by mail at 1400 Woodloch Forest Drive, Suite
300, The Woodlands, Texas, 77380, or by telephone at 281-298-4246.
Participants in the Solicitation
The Company and its directors, executive officers and certain other
members of management and employees may be deemed to be participants in
the solicitation of proxies in respect of the Acquisition. Information
regarding the Company’s directors and executive officers is available in
its definitive proxy statement filed with the SEC by the Company on
November 6, 2018 in connection with the special meeting of stockholders.
Other information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by security
holdings or otherwise, are contained in the definitive proxy statement
filed with the SEC on November 6, 2018.
Forward-Looking Statements
This release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. Statements that are
not strictly historical statements constitute forward-looking statements
and may often, but not always, be identified by the use of such words
such as “expects,” “believes,” “intends,” “anticipates,” “plans,”
“guidance,” “forecast,” “estimates,” “potential,” “possible,” or
“probable” or statements that certain actions, events or results “may,”
“will,” “should,” or “could” be taken, occur or be achieved. The
forward-looking statements include statements about the expected
benefits of the Acquisition to the Company and its stockholders, the
anticipated completion of the Acquisition or the timing thereof, the
success of obtaining any financing for the proposed Acquisition, the
expected future reserves, production, financial position, business
strategy, revenues, earnings, costs, capital expenditures and debt
levels of the combined company, and plans and objectives of management
for future operations. Forward-looking statements are based on current
expectations and assumptions and analyses made by the Company and its
management in light of experience and perception of historical trends,
current conditions and expected future developments, as well as other
factors appropriate under the circumstances. However, whether actual
results and developments will conform to expectations is subject to a
number of material risks and uncertainties, including but not limited
to: the ability to obtain stockholder and regulatory approvals of the
Acquisition; the ability to complete the Acquisition on anticipated
terms and timetable; the Company’s ability to integrate Sabalo Energy,
LLC’s (“Sabalo Energy”) and Shad Permian, LLC’s assets and operations
successfully after the Acquisition and achieve anticipated benefits from
it; the possibility that various closing conditions for the Acquisition
may not be satisfied or waived; risks relating to any unforeseen
liabilities of the Company or Sabalo Energy’s assets; declines in oil,
natural gas liquids or natural gas prices; the level of success in
exploration, development and production activities; inaccuracies of
reserve estimates or assumptions underlying them; revisions to reserve
estimates as a result of changes in commodity prices; risks related to
level of indebtedness and periodic redeterminations of the borrowing
base under the Company’s credit agreement; the Company’s ability to
generate sufficient cash flows from operations to meet the internally
funded portion of its capital expenditures budget; the Company’s ability
to obtain external capital to finance exploration and development
operations and acquisitions; the impacts of hedging on results of
operations; the Company’s ability to replace oil and natural gas
reserves; and any loss of senior management or technical personnel. The
Company’s annual report on Form 10-K for the year ended December 31,
2017, quarterly reports on Form 10-Q, recent current reports on Form
8-K, and other SEC filings discuss some of the important risk factors
identified that may affect the Company’s business, results of
operations, and financial condition. The Company undertakes no
obligation to revise or update publicly any forward-looking statements
except as required by law.
View source version on businesswire.com: https://www.businesswire.com/news/home/20181106005968/en/
Copyright Business Wire 2018