Form 8-K EARTHSTONE ENERGY INC For: Jun 16

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: June 16, 2016

(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))

 

 

 

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Item 8.01. Other Events.

On June 16, 2016, Earthstone Energy, Inc. (the “Company”) issued a press release announcing the pricing of an underwritten public offering of 4,500,000 shares of its common stock to the public at $10.50 per share. The Company has granted the underwriters a 30-day option to purchase up to an additional 675,000 shares of common stock from the Company at the offering price, less underwriting discounts and commissions, solely to cover over-allotments. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

The following exhibit is included with this Current Report on Form 8-K:

 

Exhibit No.		Description
99.1		Press release dated June 16, 2016, entitled “Earthstone Energy, Inc. Announces Pricing of Public Common Stock Offering.”

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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: June 16, 2016				By:		/s/ Frank A. Lodzinski
						Frank A. Lodzinski
						President and Chief Executive Officer

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press release dated June 16, 2016, entitled “Earthstone Energy, Inc. Announces Pricing of Public Common Stock Offering.”

Exhibit 99.1

 

Earthstone Energy, Inc. Announces Pricing of

Public Common Stock Offering

The Woodlands, Texas, June 16, 2016 – Earthstone Energy, Inc. (NYSE MKT: ESTE) announced today that it has priced an underwritten public offering of 4,500,000 shares of its common stock to the public at $10.50 per share. The Company expects to close the sale of the shares of common stock on June 21, 2016, subject to customary closing conditions. Net proceeds to the Company from the sale of 4,500,000 shares, are expected to be approximately $44.7 million, after deducting underwriting discounts, commissions and estimated offering expenses. The Company has also granted the underwriters a 30-day option to purchase up to an additional 675,000 shares of common stock from the Company at the offering price (less the underwriting discounts and commissions).

The Company intends to use the net proceeds from the offering to repay outstanding indebtedness under its revolving credit facility and thereafter for general corporate purposes, which may include funding the completion of 12 gross (5.3 net) wells that are waiting on completion, drilling and completion activities associated with operated and non-operated properties, leasehold interest, and property acquisitions.

SunTrust Robinson Humphrey, Inc. and Seaport Global Securities LLC are acting as joint book-running managers in the offering.

The offering will be made only by means of a prospectus supplement and accompanying base prospectus to a shelf registration statement previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”). A copy of the preliminary prospectus supplement and accompanying base prospectus for the offering was filed with the SEC and may be obtained from the SEC’s website at http://www.sec.gov. A final prospectus supplement and accompanying base prospectus for the offering will be filed with the SEC and may be obtained from the SEC’s website at http://www.sec.gov. In addition, copies may be obtained, when available, by contacting (i) SunTrust Robinson Humphrey, 3333 Peachtree Road NE, 9^th Floor, Atlanta, GA 30326, Attention: Prospectus Department; email: [email protected]; telephone: 404-926-5744; or fax: 404-926-5464 or (ii) Seaport Global Securities LLC, 360 Madison Avenue, 21^st Floor, New York, NY 10017; or telephone: 646-264-5601.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About Earthstone Energy, Inc.

Earthstone Energy, Inc. is a growth-oriented independent oil and gas exploration and production company engaged in developing and acquiring oil and gas reserves through an active and diversified program that includes acquiring, drilling and developing undeveloped leases, asset and corporate acquisitions and exploration activities, with its current primary assets located in the Eagle Ford trend of south Texas, the Midland Basin of west Texas, and in the Williston Basin of North Dakota. Earthstone

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is traded on NYSE MKT under the symbol “ESTE.” Information on Earthstone can be found at www.earthstoneenergy.com. The Company’s corporate headquarters is located in The Woodlands, Texas.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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,” “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 future operations, expansion of production and development acreage, increased cash flow, earnings and assets and access to capital. Forward-looking statements are based on current expectations and assumptions and analyses made by Earthstone 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 risks of the oil and gas industry (for example, volatile oil prices and operational risks in exploring for, developing and producing crude oil and natural gas; risks and uncertainties involving geology of oil and gas deposits); the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to future oil and gas prices, production, costs and expenses; potential delays or changes in plans with respect to exploration or development projects or capital expenditures; health, safety and environmental risks and risks related to weather; inability of management to execute its plans to meet its goals; unavailability of gathering systems, pipelines and processing facilities; and the possibility that government policies may change. Earthstone’s annual report on Form 10-K for the year ended December 31, 2015, quarterly reports on Form 10-Q, recent current reports on Form 8-K, and other Securities and Exchange Commission (“SEC”) filings discuss some of the important risk factors identified that may affect Earthstone’s business, results of operations, and financial condition. Earthstone undertakes no obligation to revise or update publicly any forward-looking statements except as required by law.

Contact:

Neil K. Cohen

Vice President, Finance, and Treasurer

Earthstone Energy, Inc.

1400 Woodloch Forest Drive, Suite 300

The Woodlands, TX 77380

281-298-4246

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