8-K

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: August 15, 2023

(Date of earliest event reported)

 

EARTHSTONE ENERGY, INC.

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share	ESTE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Introductory Note

As previously disclosed, on June 14, 2023, Earthstone Energy Holdings, LLC (the “Company”), a subsidiary of Earthstone Energy, Inc. (“Earthstone”), entered into (i) a Securities Purchase Agreement (as amended on August 15, 2023, the “Purchase Agreement”) with Novo Oil & Gas Legacy Holdings, LLC, Novo Intermediate, LLC and Novo Oil & Gas Holdings, LLC (“Novo”), pursuant to which the Company agreed to acquire 100% of the issued and outstanding equity interests (the “Subject Securities”) of Novo (the “Acquisition”) and (ii) an Acquisition and Cooperation Agreement (the “Cooperation Agreement”) with Northern Oil and Gas, Inc. (“NOG”), pursuant to which NOG agreed to acquire, immediately after the closing of the Acquisition, an undivided one-third interest in Novo’s oil and gas and related assets (the “Novo Assets”) acquired pursuant to the Purchase Agreement (the “Novo Divestiture”).

Item 1.01 Entry into a Material Definitive Agreement.

On August 15, 2023, (i) Novo Oil & Gas Texas, LLC, Novo Oil & Gas Northern Delaware, LLC, Scala Energy Assets, LLC and Scala Energy Operating, LLC, each being a wholly-owned subsidiary of Novo (together, the “Novo Subsidiaries”) and Novo, entered into an Assumption Agreement (the “Assumption Agreement”) joining each to that certain Credit Agreement, dated as of November 21, 2019, by and among the Company, as Borrower, Earthstone, as Parent, Wells Fargo, as Administrative Agent and Issuing Bank, the Lenders party thereto and the documentation agents party thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), whereby Novo and the Novo Subsidiaries agreed to guarantee the obligations under the Credit Agreement and (ii) the Company entered into the Supplement to the Guarantee and Collateral Agreement whereby the Company pledged the Equity Interests described in Annex 1-A thereto (the “Supplement”).

Further, on August 15, 2023, the Company, Earthstone, the guarantors party thereto, Novo, the Novo Subsidiaries and U.S. Bank Trust Company, National Association, as Trustee, entered into (i) a First Supplemental Indenture which added Novo and the Novo Subsidiaries as additional guarantors to the Company’s existing indenture governing its 8.000% senior notes dated as of April 12, 2022 (the “2022 Notes Supplemental Indenture”) and (ii) a First Supplemental Indenture which added Novo and the Novo Subsidiaries as additional guarantors to the Company’s existing indenture governing its 9.875% senior notes dated as of June 30, 2023 (the “2023 Notes Supplemental Indenture”).

The foregoing descriptions of the Assumption Agreement, the Supplement, the 2022 Notes Supplemental Indenture and the 2023 Notes Supplemental Indenture do not purport to be complete and are subject to, and qualified in their entirety by, reference to the Assumption Agreement, the Supplement, the 2022 Notes Supplemental Indenture and the 2023 Notes Supplemental Indenture, which are filed hereto as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively, and are incorporated by reference herein.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the “Introductory Note” above is incorporated into this Item 2.01 by reference.

On August 15, 2023, the Company completed the Acquisition. After taking into account preliminary customary purchase price adjustments at closing, the Company paid aggregate cash consideration of approximately $1.4 billion (which includes a $112.5 million cash deposit previously paid into escrow by the Company and NOG upon execution of the Purchase Agreement and the Cooperation Agreement), which was funded with a combination of cash on hand (including cash proceeds received pursuant to the Novo Divestiture) and borrowings under the Credit Agreement.

Prior to the Acquisition, EnCap Investments L.P. and certain of its affiliates (collectively, “EnCap”) owned all of the Subject Securities and, as of the date of the closing of the Acquisition, EnCap beneficially owned approximately 39.9% of the outstanding voting power of Earthstone. Three of Earthstone’s directors are employed by EnCap. The Purchase Agreement and the Acquisition contemplated thereby were previously evaluated and approved by the conflicts committee of the board of directors of Earthstone.

Additionally, on August 15, 2023, immediately after the completion of the Acquisition, the Novo Divestiture was completed whereby the Company received approximately $468.4 million in cash (which includes a $37.5 million cash deposit previously paid into escrow by NOG upon the execution of the Cooperation Agreement) from NOG pursuant to the Cooperation Agreement in exchange for the transfer to NOG of an undivided one-third interest in the Novo Assets. The closing settlement is net of preliminary and customary purchase price adjustments and remains subject to post-closing settlements between the parties.

The foregoing descriptions of the Purchase Agreement and Cooperation Agreement (and the transactions contemplated thereby) do not purport to be complete and are subject to, and qualified in their entirety by, reference to the Purchase Agreement, including such amendment executed August 15, 2023, and Cooperation Agreement, which were filed as Exhibit 2.1, Exhibit 2.2 and Exhibit 2.3, respectively, to Earthstone’s Current Report on Form 8-K filed on June 16, 2023 and are incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The descriptions of the Assumption Agreement, the Supplement, the 2022 Notes Supplemental Indenture and the 2023 Notes Supplemental Indenture in Item 1.01 above are incorporated in this Item 2.03 by reference.

Item 7.01 Regulation FD Disclosure.

On August 15, 2023, Earthstone issued a press release announcing the consummation of the transactions contemplated by the Purchase Agreement and Cooperation Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto.

The information in this Current Report on Form 8-K furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and they shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. By filing this Current Report on Form 8-K and furnishing this information pursuant to Item 7.01, Earthstone makes no admission as to the materiality of any information in this Current Report on Form 8-K furnished pursuant to Item 7.01, including Exhibit 99.1, that is required to be disclosed solely by Regulation FD.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The financial statements required by this Item 9.01 and Regulation S-X will be filed by an amendment to this Form 8-K. The amendment will be filed with the Securities and Exchange Commission (“SEC”) no later than 71 calendar days after the date this Form 8-K is required to be filed with the SEC.

(b) Pro forma financial information.

The applicable pro forma financial information set forth in Item 9.01 of Form 8-K and Regulation S-X was filed as Exhibit 99.1 to Earthstone’s Current Report on Form 8-K as filed with the SEC on June 27, 2023 and is incorporated by reference herein.

(d) Exhibits.

Exhibit No.	Description
2.1*	Securities Purchase Agreement, dated as of June 14, 2023, by and among Novo Oil & Gas Legacy Holdings, LLC, Novo Intermediate, LLC, Novo Oil & Gas Holdings, LLC and Earthstone Energy Holdings, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Registrant with the SEC on June 16, 2023).
2.2	Agreement and First Amendment to the Securities Purchase Agreement, dated as of August 15, 2023, by and among Novo Oil & Gas Legacy Holdings, LLC, Novo Intermediate, LLC, Novo Oil & Gas Holdings, LLC and Earthstone Energy Holdings, LLC.
2.3*	Acquisition and Cooperation Agreement, dated as of June 14, 2023, by and between Earthstone Energy Holdings, LLC and Northern Oil and Gas, Inc. (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by the Registrant with the SEC on June 16, 2023).
4.1	First Supplemental Indenture, dated as of August 15, 2023, by and among Earthstone Energy Holdings, LLC, Earthstone Energy, Inc., Earthstone Operating, LLC, Earthstone Permian LLC, Sabine River Energy, LLC, Independence Resources Technologies, LLC, Novo Oil & Gas Texas, LLC, Novo Oil & Gas Northern Delaware, LLC, Scala Energy Assets, LLC, Scala Energy Operating, LLC and U.S. Bank Trust Company, National Association, as Trustee.
4.2	First Supplemental Indenture, dated as of August 15, 2023, by and among Earthstone Energy Holdings, LLC, Earthstone Energy, Inc., Earthstone Operating, LLC, Earthstone Permian LLC, Sabine River Energy, LLC, Independence Resources Technologies, LLC, Novo Oil & Gas Texas, LLC, Novo Oil & Gas Northern Delaware, LLC, Scala Energy Assets, LLC, Scala Energy Operating, LLC and U.S. Bank Trust Company, National Association, as Trustee.
10.1	Assumption Agreement, dated as of August 15, 2023, made by Novo Oil & Gas Holdings, LLC, Novo Oil & Gas Texas, LLC, Novo Oil & Gas Northern Delaware, LLC, Scala Energy Assets, LLC, and Scala Energy Operating, LLC.
10.2	Supplement to the Guarantee and Collateral Agreement, dated as of August 15, 2023, made by Earthstone Energy Holdings, LLC.
99.1	Press Release dated August 15, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain schedules, annexes or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K, but will be furnished supplementally to the SEC upon request.

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:	August 17, 2023	By:	/s/ Tony Oviedo
			Tony Oviedo
			Executive Vice President - Accounting and Administration

EX-2.2

Exhibit 2.2

AGREEMENT AND FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT

This AGREEMENT AND FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “First Amendment”) is dated as of August 15, 2023 (the “Amendment Execution Date”), by and among Novo Oil & Gas Legacy Holdings, LLC, a Delaware limited liability company (“Novo Legacy Holdings”), Novo Intermediate, LLC, a Delaware limited liability company (together with Novo Legacy Holdings, each a “Seller” and collectively, “Sellers”), Novo Oil & Gas Holdings, LLC, a Delaware limited liability company (the “Company”), and Earthstone Energy Holdings, LLC, a Delaware limited liability company (“Purchaser”). Each Seller, Company, and Purchaser are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”

RECITALS

A.    The Parties entered into that certain Securities Purchase Agreement dated June 14, 2023 (as amended by this First Amendment, and as may be further amended from time to time, the “Purchase Agreement”), whereby, among other things, Sellers agreed to sell, and Purchaser agreed to acquire, the Subject Securities.

B.    The Parties desire to amend the Purchase Agreement and to set forth certain covenants and agreements with respect to certain regulatory matters pertaining to the operation of the Company, in each case, as more specifically set forth in this Amendment.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and of the mutual promises, representations, warranties, covenants, conditions, and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound by the terms hereof, agree as follows:

1.    Defined Terms. Capitalized terms used but not defined in this First Amendment shall have the meanings ascribed to them in the Purchase Agreement.

2.    Amendment to Section 2.7(b) of the Purchase Agreement. The last sentence in Section 2.7(b) of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:

“Within five (5) Business Days after the earlier of (A) the expiration of the Dispute Period without delivery of a Dispute Notice or (B) the date on which the Parties or the Accounting Referee finally determine the Adjusted Purchase Price, (1) if the Adjusted Purchase Price, as finally determined pursuant to this Section 2.7, exceeds the sum of the Closing Payment, plus the Deposit, plus the Specified Matters Deposit Amount, plus the Defect Deposit (if any), Purchaser shall pay to the Persons as directed by Sellers’ Representative by wire transfer of immediately available funds to an account(s) designated by Sellers’ Representative in writing an amount in cash equal to such excess or (2) if the sum of the Closing Payment plus the Deposit, plus the Specified Matters Deposit Amount, plus the Defect Deposit (if any) exceeds the Adjusted Purchase Price, as finally determined pursuant to this Section 2.7, then Sellers shall collectively pay to Purchaser by wire transfer of immediately available funds to an account(s) designated by Purchaser in writing an amount in cash equal to such excess.”

3.    Amendment to Schedule 5.13(a) to the Purchase Agreement. Effective as of the Execution Date, Schedule 5.13(a)(g) to the Purchase Agreement is hereby amended and supplemented to include the following disclosure below the heading “Continuous Drilling/Development Obligations”:

					Term
Agreement Number	Agreement Type	First Party	Second Party	Effective Date	(Years unless date noted)	Comments/Notes
DOP-00005	Unit Agreement	Commissioner of the General Land Office	Scala Energy Assets, LLC	6/5/2018	See agreement	Unit Agreement for Bluto State Unit 2312 supersedes continuous development and other language in the lease (and the development agreement the lease is subject to) contributed to the unit.

4.    Confirmation; Compliance with Purchase Agreement. The Parties acknowledge and agree that this Amendment amends and supplements the original terms of the Purchase Agreement, and that, except as otherwise provided herein, the Purchase Agreement shall continue in full force and effect in accordance with its terms. By executing this First Amendment, each of the Parties certifies on its own behalf that this First Amendment has been executed and delivered in compliance with Section 14.9 of the Purchase Agreement.

5.    Incorporation by Reference. Sections 1.2, 14.1, 14.2, 14.3, 14.4, 14.5, 14.6, 14.7, 14.8, 14.9, 14.10, 14.11, 14.12, 14.13, 14.14 and 14.16 of the Purchase Agreement are incorporated herein by reference and shall apply to the terms and provisions of this First Amendment and the Parties mutatis mutandis.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the Parties have executed this First Amendment as of the Amendment Execution Date.

SELLERS:

    Novo Oil & Gas Legacy Holdings, LLC

    By: /s/ Tim Fahler________________________

    Name:     Tim Fahler

    Title:     Chief Executive Officer

Novo Intermediate, LLC

    By: /s/ Tim Fahler________________________

    Name:     Tim Fahler

    Title:     Chief Executive Officer

COMPANY:

Novo Oil & Gas Holdings, LLC

    By: /s/ Tim Fahler________________________

    Name:     Tim Fahler

    Title:     Chief Executive Officer

Signature Page to First Amendment to Purchase Agreement

PURCHASER:

Earthstone Energy Holdings, LLC

    By: /s/ Robert J. Anderson

    Name:     Robert J. Anderson

    Title:     President & Chief Executive Officer

Signature Page to First Amendment to Purchase Agreement

EX-4.1

Exhibit 4.1

FIRST SUPPLEMENTAL INDENTURE

This First Supplemental Indenture, dated as of August 15, 2023 (this “Supplemental Indenture” or “Guarantee”), is among each of the entities listed on Exhibit A attached hereto (collectively, the “New Guarantors,” and each a “New Guarantor”), Earthstone Energy Holdings, LLC (together with its successors and assigns, the “Company”), each other then existing Guarantor under the Indenture referred to below, and U.S. Bank Trust Company, National Association, as Trustee under the Indenture referred to below.

WITNESSETH:

WHEREAS, the Company, the Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of April 12, 2022 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an aggregate principal amount of $550,000,000 of 8.000% Senior Notes due 2027 of the Company (the “Notes”);

WHEREAS, Section 3.11 of the Indenture provides that after the Issue Date the Company is required to cause certain Subsidiaries to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will unconditionally Guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the principal of, premium, if any, and interest on the Notes; and

WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee, the Guarantors and the Company are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture, without the consent of any Holder;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Company, the other Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

ARTICLE I
Definitions

SECTION 1.1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE II

Agreement to be Bound; Guarantee

SECTION 2.1. Agreement to be Bound. Each New Guarantor hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. Each New Guarantor agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.

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SECTION 2.2. Guarantee. Each New Guarantor agrees, on a joint and several basis with all the existing Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the Obligations pursuant to Article X of the Indenture.

ARTICLE III
Miscellaneous

SECTION 3.1. Notices. All notices and other communications to the New Guarantors shall be given as provided in Section 11.2 of the Indenture.

SECTION 3.2. Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.

SECTION 3.3. Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 3.4. Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

SECTION 3.5. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.

SECTION 3.6. Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.

SECTION 3.7. Headings. The headings of the Articles and the sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

SECTION 3.8. Trustee’s Disclaimer. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee. Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, for or with respect to (i) the proper authorization hereof by the Company or the Guarantors by action or otherwise, (ii) the due execution hereof by the Company or the Guarantors, or (iii) the consequences of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

NOVO OIL & GAS HOLDINGS, LLC

as a Guarantor

By: /s/ Robert J. Anderson     

Name: Robert J. Anderson

Title: Chief Executive Officer & President

NOVO OIL & GAS TEXAS, LLC

as a Guarantor

By: /s/ Robert J. Anderson     

Name: Robert J. Anderson

Title: Chief Executive Officer & President

NOVO OIL & GAS NORTHERN DELAWARE, LLC

as a Guarantor

By: /s/ Robert J. Anderson     

Name: Robert J. Anderson

Title: Chief Executive Officer & President

SCALA ENERGY ASSETS, LLC

as a Guarantor

By: /s/ Robert J. Anderson     

Name: Robert J. Anderson

Title: Chief Executive Officer & President

SCALA ENERGY OPERATING, LLC

as a Guarantor

By: /s/ Robert J. Anderson     

Name: Robert J. Anderson

Title: Chief Executive Officer & President

[Signature Page to Supplemental Indenture]

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee

By: /s/ Michael K. Herberger    

Name: Michael K. Herberger

Title: Vice President

[Signature Page to Supplemental Indenture]

EARTHSTONE ENERGY HOLDINGS, LLC

By: /s/ Robert J. Anderson     

Name: Robert J. Anderson

Title: Chief Executive Officer & President

EARTHSTONE ENERGY, INC.

By: /s/ Robert J. Anderson     

Name: Robert J. Anderson

Title: Chief Executive Officer & President

EARTHSTONE OPERATING, LLC

By: /s/ Robert J. Anderson     

Name: Robert J. Anderson

Title: Chief Executive Officer & President

SABINE RIVER ENERGY, LLC

By: /s/ Robert J. Anderson     

Name: Robert J. Anderson

Title: Chief Executive Officer & President

EARTHSTONE PERMIAN LLC

By: /s/ Robert J. Anderson     

Name: Robert J. Anderson

Title: Chief Executive Officer & President

INDEPENDENCE RESOURCES TECHNOLOGIES, LLC

By: /s/ Robert J. Anderson     

Name: Robert J. Anderson

Title: Chief Executive Officer & President

[Signature Page to Supplemental Indenture]

EXHIBIT A

New Guarantors

1.    Novo Oil & Gas Holdings, LLC, a Delaware limited liability company

2.    Novo Oil & Gas Texas, LLC, a Delaware limited liability company

3.    Novo Oil & Gas Northern Delaware, LLC, a Delaware limited liability company

4.    Scala Energy Assets, LLC, a Delaware limited liability company

5.    Scala Energy Operating, LLC, a Delaware limited liability company

EX-4.2

Exhibit 4.2

FIRST SUPPLEMENTAL INDENTURE

This First Supplemental Indenture, dated as of August 15, 2023 (this “Supplemental Indenture” or “Guarantee”), is among each of the entities listed on Exhibit A attached hereto (collectively, the “New Guarantors,” and each a “New Guarantor”), Earthstone Energy Holdings, LLC (together with its successors and assigns, the “Company”), each other then existing Guarantor under the Indenture referred to below, and U.S. Bank Trust Company, National Association, as Trustee under the Indenture referred to below.

W I T N E S S E T H:

WHEREAS, the Company, the Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of June 30, 2023 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an aggregate principal amount of $500,000,000 of 9.875% Senior Notes due 2031 of the Company (the “Notes”);

WHEREAS, Section 3.11 of the Indenture provides that after the Issue Date the Company is required to cause certain Subsidiaries to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will unconditionally Guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the principal of, premium, if any, and interest on the Notes; and

WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee, the Guarantors and the Company are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture, without the consent of any Holder;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Company, the other Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

ARTICLE I
Definitions

SECTION 1.1    Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE II
Agreement to be Bound; Guarantee

SECTION 2.1    Agreement to be Bound. Each New Guarantor hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. Each New Guarantor agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.

SECTION 2.2    Guarantee. Each New Guarantor agrees, on a joint and several basis with all the existing Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the Obligations pursuant to Article X of the Indenture.

ARTICLE III
Miscellaneous

SECTION 3.1    Notices. All notices and other communications to the New Guarantors shall be given as provided in Section 11.2 of the Indenture.

SECTION 3.2    Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.

SECTION 3.3    Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 3.4    Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

SECTION 3.5    Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.

SECTION 3.6    Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.

SECTION 3.7    Headings. The headings of the Articles and the sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

SECTION 3.8    Trustee’s Disclaimer. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee. Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or

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statements contained herein, for or with respect to (i) the proper authorization hereof by the Company or the Guarantors by action or otherwise, (ii) the due execution hereof by the Company or the Guarantors, or (iii) the consequences of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

NOVO OIL & GAS HOLDINGS, LLC

as a Guarantor

By: /s/ Robert J. Anderson     

Name: Robert J. Anderson

Title: Chief Executive Officer & President

EARTHSTONE ENERGY, INC.

By: /s/ Robert J. Anderson     

Name: Robert J. Anderson

Title: Chief Executive Officer & President

NOVO OIL & GAS TEXAS, LLC

as a Guarantor

By: /s/ Robert J. Anderson     

Name: Robert J. Anderson

Title: Chief Executive Officer & President

NOVO OIL & GAS NORTHERN DELAWARE, LLC

as a Guarantor

By: /s/ Robert J. Anderson     

Name: Robert J. Anderson

Title: Chief Executive Officer & President

SCALA ENERGY ASSETS, LLC

as a Guarantor

By: /s/ Robert J. Anderson     

Name: Robert J. Anderson

Title: Chief Executive Officer & President

[Signature Page to Supplemental Indenture]

SCALA ENERGY OPERATING, LLC

as a Guarantor

By: /s/ Robert J. Anderson     

Name: Robert J. Anderson

Title: Chief Executive Officer & President

[Signature Page to Supplemental Indenture]

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee

By: /s/ Michael K. Herberger    

Name: Michael K. Herberger

Title: Vice President

[Signature Page to Supplemental Indenture]

EARTHSTONE ENERGY HOLDINGS, LLC

By: /s/ Robert J. Anderson     

Name: Robert J. Anderson

Title: Chief Executive Officer & President

EARTHSTONE OPERATING, LLC

By: /s/ Robert J. Anderson     

Name: Robert J. Anderson

Title: Chief Executive Officer & President

SABINE RIVER ENERGY, LLC

By: /s/ Robert J. Anderson     

Name: Robert J. Anderson

Title: Chief Executive Officer & President

EARTHSTONE PERMIAN LLC

By: /s/ Robert J. Anderson     

Name: Robert J. Anderson

Title: Chief Executive Officer & President

INDEPENDENCE RESOURCES TECHNOLOGIES, LLC

By: /s/ Robert J. Anderson     

Name: Robert J. Anderson

Title: Chief Executive Officer & President

[Signature Page to Supplemental Indenture]

EXHIBIT A

New Guarantors

1.    Novo Oil & Gas Holdings, LLC, a Delaware limited liability company

2.    Novo Oil & Gas Texas, LLC, a Delaware limited liability company

3.    Novo Oil & Gas Northern Delaware, LLC, a Delaware limited liability company

4.    Scala Energy Assets, LLC, a Delaware limited liability company

5.    Scala Energy Operating, LLC, a Delaware limited liability company

EX-10.1

Exhibit 10.1

ASSUMPTION AGREEMENT (this “Assumption Agreement”), dated as of August 15, 2023, made by Novo Oil & Gas Holdings, LLC, Delaware limited liability company, Novo Oil & Gas Texas, LLC, a Delaware limited liability company, Novo Oil & Gas Northern Delaware, LLC, a Delaware limited liability company, Scala Energy Assets, LLC, a Delaware limited liability company, and Scala Energy Operating, LLC, a Delaware limited liability company (each, an “Additional Grantor” and, collectively, the “Additional Grantors”), in favor of Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement or in the Guarantee and Collateral Agreement referred to below, as applicable.

W I T N E S S E T H :

WHEREAS, Earthstone Energy Holdings, LLC, a Delaware limited liability company (the “Borrower”), Earthstone Energy, Inc., a Delaware corporation, the Lenders, the Administrative Agent and the other parties thereto have entered into that certain Credit Agreement, dated as of November 21, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, in connection with the Credit Agreement, the Borrower and certain of its Affiliates (other than the Additional Grantors) have entered into the Guarantee and Collateral Agreement, dated as of November 21, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”) in favor of the Administrative Agent for the ratable benefit of the Secured Persons;

WHEREAS, the Credit Agreement requires each Additional Grantor to become a party to the Guarantee and Collateral Agreement; and

WHEREAS, each Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee and Collateral Agreement;

NOW, THEREFORE, IT IS AGREED:

1.    Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, each Additional Grantor, as provided in Section 9.14 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor and a Guarantor thereunder with the same force and effect as if originally named therein as a Grantor and a Guarantor and, without limiting the generality of the foregoing, hereby expressly (a) assumes all obligations and liabilities of a Grantor and a Guarantor thereunder; (b) guarantees the Obligations pursuant to Article 2 of the Guarantee and Collateral Agreement; and (c) grants to the Administrative Agent, for the ratable benefit of the Secured Persons, a security interest in such Additional Grantor’s right, title and interest in and to the Collateral, wherever located and whether now owned or at any time hereafter acquired by such Additional Grantor or in which such Additional Grantor now has or at any time in the future may acquire any right, title or interest, as security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of such Additional Grantor’s Secured Obligations. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules to the Guarantee and Collateral Agreement. Each Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Article 4 of the Guarantee and Collateral Agreement, as they relate to such Additional Grantor and its Collateral, is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

2.    Governing Law. THIS ASSUMPTION AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS ASSUMPTION AGREEMENT AND ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATED TO THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF TEXAS.

3.    Acceptance. Each Additional Grantor hereby expressly waives notice of acceptance of this Assumption Agreement, acceptance on the part of the Administrative Agent and the other Secured Persons being conclusively presumed by their request for this Assumption Agreement and delivery of the same to the Administrative Agent.

[SIGNATURE PAGES FOLLOW]

    2

IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.

ADDITIONAL GRANTORS:    NOVO OIL & GAS HOLDINGS, LLC

NOVO OIL & GAS TEXAS, LLC

NOVO OIL & GAS NORTHERN DELAWARE, LLC

SCALA ENERGY ASSETS, LLC

SCALA ENERGY OPERATING, LLC

    Each By: /s/ Mark Lumpkin, Jr.     
Name: Mark Lumpkin, Jr.
Title: Executive Vice President and Chief Financial Officer

    Signature Page to Assumption Agreement

Annex 1-A to
Assumption Agreement

Supplement to Schedule 1

NOTICE ADDRESSES OF GUARANTORS

Notice Address for all Guarantors:

C/o: Earthstone Energy Holdings, LLC

1400 Woodloch Forest Drive, Suite 300

The Woodlands, TX 77380

Attention: Mark Lumpkin, Jr.

Fax: 832-823-0478

Email: Mark.Lumpkin@earthstoneenergy.com

Supplement to Schedule 2

DESCRIPTION OF INVESTMENT PROPERTY

Pledged Notes

None.

Pledged Securities:

Pledgor	Issuer	Pledged Capital Stock	Certificate No.	Number of Units	Percent of ownership held by Pledgor
Novo Oil & Gas Holdings, LLC	Novo Oil & Gas Texas, LLC	Limited Liability Company Membership Interests	N/A	100	100%
Novo Oil & Gas Holdings, LLC	Novo Oil & Gas Northern Delaware, LLC	Limited Liability Company Membership Interests	N/A	100	100%
Novo Oil & Gas Holdings, LLC	Scala Energy Assets, LLC	Limited Liability Company Membership Interests	N/A	100	100%
Novo Oil & Gas Holdings, LLC	Scala Energy Operating, LLC	Limited Liability Company Membership Interests	N/A	100	100%

Supplement to Schedule 3

FILINGS AND OTHER ACTIONS
REQUIRED TO PERFECT SECURITY INTERESTS

Uniform Commercial Code Filings

Filing of UCC-1 Financing Statements naming the Administrative Agent as secured party with respect to the following Grantors as debtors in the Office of the Secretary of State in the State indicated below:

Debtor	State
Novo Oil & Gas Holdings, LLC	Delaware
Novo Oil & Gas Texas, LLC	Delaware
Novo Oil & Gas Northern Delaware, LLC	Delaware
Scala Energy Assets, LLC	Delaware
Scala Energy Operating, LLC	Delaware

Supplement to Schedule 4

LOCATION OF JURISDICTION OF ORGANIZATION AND CHIEF EXECUTIVE OFFICE

Grantor: Novo Oil & Gas Holdings, LLC

Other Names and Trade Names Used in the Last Five Years: None

Jurisdictions of Organization over the Last Five Years: Delaware

Current Jurisdiction of Organization: Delaware

Organizational Number: 6100548

Tax ID Number: 81-3274293

Location of Chief Executive Office over the last Five Years:

1001 West Wilshire Blvd, Suite 206

Oklahoma City, OK 73116

Current Location of Chief Executive Office:

1001 West Wilshire Blvd, Suite 206

Oklahoma City, OK 73116

Grantor: Novo Oil & Gas Texas, LLC

Other Names and Trade Names Used in the Last Five Years: None

Jurisdictions of Organization over the Last Five Years: Delaware

Current Jurisdiction of Organization: Delaware

Organizational Number: 6309455

Tax ID Number: 81-3274293

Location of Chief Executive Office over the last Five Years:

1001 West Wilshire Blvd, Suite 206

Oklahoma City, OK 73116

Current Location of Chief Executive Office:

1001 West Wilshire Blvd, Suite 206

Oklahoma City, OK 73116

Grantor: Novo Oil & Gas Northern Delaware, LLC

Other Names and Trade Names Used in the Last Five Years: None

Jurisdictions of Organization over the Last Five Years: Delaware

Current Jurisdiction of Organization: Delaware

Organizational Number: 6593193

Tax ID Number: 81-3274293

Location of Chief Executive Office over the last Five Years:

1001 West Wilshire Blvd, Suite 206

Oklahoma City, OK 73116

Current Location of Chief Executive Office:

1001 West Wilshire Blvd, Suite 206

Oklahoma City, OK 73116

Grantor: Scala Energy Assets, LLC

Other Names and Trade Names Used in the Last Five Years: None

Jurisdictions of Organization over the Last Five Years: Delaware

Current Jurisdiction of Organization: Delaware

Organizational Number: 5781611

Tax ID Number: 81-3274293

Location of Chief Executive Office over the last Five Years:

1001 West Wilshire Blvd, Suite 206

Oklahoma City, OK 73116

Current Location of Chief Executive Office:

1001 West Wilshire Blvd, Suite 206

Oklahoma City, OK 73116

Grantor: Scala Energy Operating, LLC

Other Names and Trade Names Used in the Last Five Years: None

Jurisdictions of Organization over the Last Five Years: Delaware

Current Jurisdiction of Organization: Delaware

Organizational Number: 6290231

Tax ID Number: 81-3274293

Location of Chief Executive Office over the last Five Years:

1001 West Wilshire Blvd, Suite 206

Oklahoma City, OK 73116

Current Location of Chief Executive Office:

1001 West Wilshire Blvd, Suite 206

Oklahoma City, OK 73116

Supplement to Schedule 5

LOCATIONS OF INVENTORY AND EQUIPMENT

Any location where any Loan Party produces or sells Hydrocarbons.

EX-10.2

Exhibit 10.2

SUPPLEMENT (this “Supplement”), dated as of August 15, 2023, made by Earthstone Energy Holdings, LLC, a Delaware limited liability company (the “Grantor”), in favor of Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement or in the Guarantee and Collateral Agreement referred to below.

W I T N E S S E T H :

WHEREAS, the Grantor, as borrower, Earthstone Energy, Inc., a Delaware corporation, the Lenders, the Administrative Agent and the other parties thereto have entered into that certain Credit Agreement, dated as of November 21, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, in connection with the Credit Agreement, the Grantor and certain of its Affiliates have entered into the Guarantee and Collateral Agreement, dated as of November 21, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”) in favor of the Administrative Agent for the ratable benefit of the Secured Persons;

WHEREAS, the Credit Agreement requires the Grantor to pledge the Equity Interests described in Annex 1-A hereto; and

WHEREAS, the Grantor has agreed to execute and deliver this Supplement in order to pledge such Equity Interests;

NOW, THEREFORE, IT IS AGREED:

1.    Pledge of Equity Interests. The Grantor hereby pledges, assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Persons, a security interest in, the Equity Interests described or referred to on Annex 1-A to this Supplement, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Grantor’s Secured Obligations

2.    Guarantee and Collateral Agreement. By executing and delivering this Supplement, the information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedule 2 to the Guarantee and Collateral Agreement. The Grantor hereby represents and warrants that each of the representations and warranties contained in Article 4 of the Guarantee and Collateral Agreement, as they relate to the additional Collateral listed on Annex 1-A, is true and correct in all material respects on and as the date hereof (after giving effect to this Supplement) as if made on and as of such date (other than to the extent such representations or warranties relate to an earlier date, in which case they are true and correct in all material respects as of such date); provided that with respect to the representations and warranties set forth in Section 4.1 of the Guarantee and Collateral Agreement, such representations and warranties shall be true and correct in all material respects following the making of any customary post-close filings following the Independence Acquisition (as defined in the Credit Agreement).

Signature Page to Supplement to GCA

3.    Governing Law. THIS SUPPLEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS SUPPLEMENT AND ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATED TO THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF TEXAS.

4.    Acceptance. The Grantor hereby expressly waives notice of acceptance of this Supplement, acceptance on the part of the Administrative Agent and the other Secured Persons being conclusively presumed by their request for this Supplement and delivery of the same to the Administrative Agent.

[signature page follows]

    2

IN WITNESS WHEREOF, the undersigned has caused this Supplement to be duly executed and delivered as of the date first above written.

EARTHSTONE ENERGY HOLDINGS, LLC

By: /s/ Mark Lumpkin, Jr.
Name: Mark Lumpkin, Jr.
Title:Executive Vice President and Chief Financial Officer

Signature Page to Supplement to GCA

Annex 1-A to
Supplement

Supplement to Schedule 2

DESCRIPTION OF INVESTMENT PROPERTY

Pledged Notes

None.

Pledged Securities:

Pledgor	Issuer	Pledged Capital Stock	Certificate No.	Number of Units	Percent of ownership held by Pledgor
Earthstone Energy Holdings, LLC	Novo Oil & Gas Holdings, LLC	Limited Liability Company Membership Interests	N/A	100	100%

EX-99.1

Exhibit 99.1

Earthstone Announces Closing of the Novo Acquisition

Expands Operations in Highly Economic Northern Delaware Basin Area

The Woodlands, Texas, August 15, 2023 – Earthstone Energy, Inc. (NYSE: ESTE) (“Earthstone”, the “Company”), today announced the closing of the acquisition of the northern Delaware Basin assets of Novo Oil & Gas Holdings, LLC (“Novo”).

Concurrent with the closing of the Novo acquisition, the Company also announced the effectiveness of an amendment to the Company’s senior secured credit facility, which increases the elected borrowing base commitments from $1.45 billion to $1.75 billion and increases the borrowing base from $1.65 billion to $2.0 billion.

Management Comments

Robert J. Anderson, President and Chief Executive Officer of Earthstone, stated, “We are excited to incorporate Novo’s assets into Earthstone’s premier northern Delaware position. A key piece of our strategy has been to grow our northern Delaware Basin footprint. In February of 2022, we acquired the assets of Chisholm and then added to that position with the acquisition of Titus last August. Adding the Novo assets further shifts our focus on the prolific northern Delaware Basin. We expect most of our capital activity to be dedicated to this area in the future, with four of our five rigs focused on the northern Delaware Basin.”

Mr. Anderson continued, “Novo significantly enhances our scale and operational synergies with Earthstone’s estimated production profile for the fourth quarter to be over 130,000 Boepd. Novo will add over 200 high-return, de-risked low breakeven drilling locations, deepening our inventory and increasing our inventory life to 13 years. This production level propels us to be one of the top producers in the Permian SMID-Cap E&P group. We expect this transaction to meaningfully increase our 2024 EBITDAX but, more importantly, we expect to increase 2024 Free Cash Flow by more than 60%.”

About Earthstone

Earthstone Energy, Inc. is a growth-oriented, independent energy company engaged in acquisitions and the development and operation of oil and natural gas properties. Its primary assets are located in the Permian Basin of west Texas and New Mexico. Earthstone is listed on the New York Stock Exchange under the symbol “ESTE.” For more information, visit Earthstone’s website at www.earthstoneenergy.com.

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,” “forecast,” “guidance,” “potential,” “possible,” or “probable” or statements that certain actions, events or results “may,” “will,” “should,” or “could” be taken, occur or be achieved. 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: Earthstone’s ability to successfully integrate recent acquisitions, including the acquisition of Novo Oil & Gas Holdings, LLC (“Novo Acquisition”); risks relating to any unforeseen liabilities related to the Novo Acquisition; and other risks and uncertainties described in Earthstone’s annual report on Form 10-K for the year ended December 31, 2022, quarterly reports on Form 10-Q, recent current reports on Form 8-K, and other Securities and Exchange Commission (“SEC”) filings. Earthstone undertakes no obligation to revise or update publicly any forward-looking statements except as required by law.

Contact

Clay Jeansonne

Investor Relations

Earthstone Energy, Inc.

1400 Woodloch Forest Drive, Suite 300

The Woodlands, TX 77380

713-379-3080

cjeansonne@earthstoneenergy.com

XML

Cover	Aug. 15, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 15, 2023
Entity Registrant Name	EARTHSTONE ENERGY, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35049
Entity Tax Identification Number	84-0592823
Entity Address, Address Line One	1400 Woodloch Forest Drive
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	The Woodlands
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77380
City Area Code	281
Local Phone Number	298-4246
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.001 par value per share
Trading Symbol	ESTE
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000010254
Amendment Flag	false