Earthstone Energy Announces Pricing of Private Offering of $500 Million of Senior Unsecured Notes due 2031

THE WOODLANDS, Texas, June 27, 2023 (GLOBE NEWSWIRE) -- Earthstone Energy, Inc. (NYSE: ESTE) (“Earthstone” or the “Company”), today announced that its subsidiary, Earthstone Energy Holdings, LLC (“EEH”), has priced the previously announced private offering (the “Notes Offering”) of $500 million aggregate principal amount of 9.875% senior unsecured notes due 2031 (the “Notes”). The Notes will be issued at a price of 97.968% of their principal amount.

The Notes will rank equally in right of payment with all of the EEH’s other senior indebtedness, including the Company’s senior notes due 2027 and the obligations under the Company’s revolving credit facility, and be guaranteed on a senior unsecured basis by the Company and EEH’s domestic subsidiaries that guarantee EEH’s obligations under the credit agreement that governs the revolving credit facility.

The Notes Offering is expected to close on June 30, 2023, subject to customary closing conditions. The Company intends to use the net proceeds from the Notes Offering to fund a portion of the purchase price of its previously announced acquisition (the “Novo Acquisition”) of Novo Oil & Gas Holdings, LLC (“Novo”). The Notes will be subject to a “special mandatory redemption” in the event that the Novo Acquisition is not consummated.

The Notes and the related guarantees have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and unless so registered, the Notes and the related guarantees may not be offered or sold within the United States, or to or for the account or benefit of any U.S. person, absent registration or an applicable exemption from registration requirements. The Notes are being offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to non-U.S. persons outside the United States only in compliance with Regulation S under the Securities Act.

This press release is being issued pursuant to Rule 135c under the Securities Act and is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities, nor shall there be any sale of the Notes or any other securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

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 Permian Basin of southern New Mexico and west Texas. Earthstone is listed on the New York Stock Exchange under the symbol “ESTE.”