As filed with the Securities and Exchange Commission on November 1, 2023.
Registration No. 333-205466
Registration No. 333-213543
Registration No. 333-218277
Registration No. 333-224334
Registration No. 333-254099
Registration No. 333-254106
Registration No. 333-258455
Registration No. 333-260824
Registration No. 333-265982
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-205466
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-213543
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-218277
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-224334
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-254099
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-254106
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-258455
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-260824
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-265982
UNDER
THE SECURITIES ACT OF 1933
Earthstone Energy, LLC
(as successor in interest to Earthstone Energy, Inc.)
(Exact name of registrant as specified in its charter)
| Delaware | 84-0592823 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
300 N. Marienfeld St., Suite 1000
Midland, Texas 79701
(432) 695-4222
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
John C. Bell
300 N. Marienfeld St., Suite 1000
Midland, Texas 79701
(432) 695-4222
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Michael W. Rigdon, P.C.
Ieuan A. List
Kirkland & Ellis LLP
609 Main Street
Houston, Texas 77002
(713) 836-3600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
Earthstone Energy, LLC, a Delaware limited liability company (f/k/a Smits Merger Sub II LLC) (the “Company”), as successor in interest to Earthstone Energy, Inc., a Delaware corporation (“Earthstone”), is filing these post-effective amendments (these “Post-Effective Amendments”) to the Registration Statements on Form S-3 (the “Registration Statements”), which were filed with the Securities and Exchange Commission (the “SEC”) on the dates set forth below, to deregister any and all securities registered but unsold or otherwise unissued under each such Registration Statement as of the date hereof:
| 1. | Registration Statement on Form S-3 (No. 333-205466), which was originally filed by Earthstone with the SEC on July 2, 2015, and amended by the pre-effective amendment to Form S-3, filed with the SEC on July 29, 2015, and by the pre-effective amendment to Form S-3, filed with the SEC on August 10, 2015, registering an indeterminate amount of debt securities; shares of Earthstone’s common stock, par value $0.001 per share (“Common Stock”); shares of Earthstone’s preferred stock, par value $0.001 per share (“Preferred Stock”); rights, which represent rights to purchase shares of Common Stock or other securities covered by the Registration Statement (“Rights”); warrants, which may represent rights to purchase debt securities, Common Stock, Preferred Stock or other securities registered under the Registration Statement (“Warrants”); units, which may consist of any combination of two or more of the securities registered under the Registration Statement (“Units”); and guarantees of debt securities; |
| 2. | Registration Statement on Form S-3 (No. 333-213543), which was filed by Earthstone with the SEC on September 8, 2016, registering 12,081,740 shares of Common Stock; |
| 3. | Registration Statement on Form S-3 (No. 333-218277), which was filed by Earthstone with the SEC on May 26, 2017, and amended by the pre-effective amendment to Form S-3, filed with the SEC on October 11, 2017, registering 36,070,828 shares of Earthstone’s Class A common stock, par value $0.001 per share (“Class A Common Stock”); |
| 4. | Registration Statement on Form S-3 (No. 333-224334), which was filed by Earthstone with the SEC on April 18, 2018, registering an indeterminate amount of Class A Common Stock, Preferred Stock, debt securities, depositary shares, Warrants, Rights, Units, and guarantees of debt securities; |
| 5. | Registration Statement on Form S-3 (No. 333-254099), which was filed by Earthstone with the SEC on March 10, 2021, registering an indefinite amount of Class A Common Stock, Preferred Stock, debt securities, depositary shares, Warrants, Rights, Units, and guarantees of debt securities; | |
| 6. | Registration Statement on Form S-3 (No. 333-254106), which was filed by Earthstone with the SEC on March 10, 2021, registering 13,358,338 shares of Class A Common Stock; |
| 7. | Registration Statement on Form S-3 (No. 333-258455), which was filed by Earthstone with the SEC on August 4, 2021, registering 6,200,000 shares of Class A Common Stock; |
| 8. | Registration Statement on Form S-3 (No. 333-260824), which was filed by Earthstone with the SEC on November 5, 2021, registering 2,611,111 shares of Class A Common Stock; and |
| 9. | Registration Statement on Form S-3 (No. 333-265982), which was filed by Earthstone with the SEC on July 1, 2022, registering 19,417,476 shares of Class A Common Stock. |
On November 1, 2023, pursuant to the transactions contemplated by the Agreement and Plan of Merger, dated as of August 21, 2023 (the “Merger Agreement”), by and among Permian Resources Corporation, a Delaware corporation (“Permian Resources”), Smits Merger Sub I Inc., a Delaware corporation and a direct, wholly owned subsidiary of Permian Resources (“Merger Sub I”), the Company, a direct, wholly owned subsidiary of Permian Resources, Permian Resources Operating, LLC, a Delaware limited liability company (“Permian Resources OpCo”), Earthstone, and Earthstone Energy Holdings, LLC, a Delaware limited liability company (“Earthstone OpCo”), (i) Merger Sub I was merged with and into Earthstone (the “Initial Company Merger”), with Earthstone continuing its existence as the surviving corporation following the Initial Company Merger as a direct, wholly owned subsidiary of Permian Resources (the “Surviving Corporation”), (ii) the Surviving Corporation was merged with and into the
Company (the “Subsequent Company Merger” and together, with the Initial Company Merger, the “Company Mergers”), with the Company continuing its existence as the surviving entity following the Subsequent Company Merger as a direct, wholly owned subsidiary of Permian Resources and (iii) Earthstone OpCo was merged with and into Permian Resources OpCo (the “OpCo Merger” and, collectively with the Company Mergers, the “mergers”), with Permian Resources OpCo continuing its existence as the surviving operating company following the OpCo Merger.
As a result of the completion of the transactions contemplated by the Merger Agreement, the Company has terminated all offerings of securities pursuant to the Registration Statements. In accordance with the undertakings made by Earthstone in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offerings, the Company hereby removes from registration by means of these Post-Effective Amendments all of such securities registered but unsold under the Registration Statements as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities and the Company hereby terminates the effectiveness of the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused these Post-Effective Amendments to the Registration Statements on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Midland, State of Texas, on November 1, 2023.
EARTHSTONE ENERGY, LLC
By: Permian Resources Corporation, its sole member | ||
| By: | /s/ Guy Oliphint | |
| Name: Guy Oliphint | ||
| Title: Executive Vice President and Chief Financial Officer | ||
Note: No other person is required to sign these Post-Effective Amendments to Form S-3 Registration Statements in reliance on Rule 478 under the Securities Act of 1933, as amended.
