Permian Resources to acquire Earthstone Energy in all-stock merger; exchange ratio 1.446

Permian Resources Corp

Each Earthstone Class A share converts into 1.446 Permian Resources Class A shares; cash for fractional shares.
Two Earthstone directors will join Permian's 11-member board; deal expected to close by April 21, 2024.
Termination fees: $175M from Permian or $87.5M from Earthstone under specified conditions.
Support agreements cover ~49% of Permian voting power and ~48% of Earthstone voting power committed to approval.
Closing conditions include HSR clearance, stockholder approvals, and SEC S-4 effectiveness.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Permian Resources Corp entered into Agreement and Plan of Merger with Earthstone Energy, Inc.", "Earthstone Energy Holdings, LLC (effective 2023-08-21).

Action: entry
Agreement: merger
Counterparty: Earthstone Energy, Inc.", "Earthstone Energy Holdings, LLC
Effective: 2023-08-21

Exact text from the filing

entered into that certain Agreement and Plan of Merger (the “Merger Agreement”) with Earthstone Energy, Inc., a Delaware corporation ( “Earthstone”) and Earthstone Energy Holdings, LLC

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Permian Resources Corp filing history →

Source: SEC EDGAR

accession 0001193125-23-217088

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