UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Introductory Note
On November 3, 2023, Permian Resources Corporation (the “Company”) filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission announcing the consummation of a previously announced acquisition of Earthstone Energy, Inc., a Delaware corporation (“Earthstone”), and its subsidiaries (the “Merger”) pursuant to an Agreement and Plan of Merger, dated as of August 21, 2023, by and among the Company, Smits Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company, Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company, Permian Resources Operating, LLC, a Delaware limited liability company, Earthstone and Earthstone Energy Holdings, LLC, a Delaware limited liability company. The Merger was completed on November 1, 2023. On September 19, 2023, the Company filed a Current Report on Form 8-K to provide certain historical financial statements and pro forma financial information relating to the Merger. This Current Report on Form 8-K is being filed to provide certain additional pro forma financial information relating to the Merger.
| Item 8.01. | Other Events. |
The unaudited condensed consolidated financial statements of Earthstone and the unaudited pro forma combined financial statements of the Company, in each case as of and for the nine months ended September 30, 2023, are filed herewith as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description of Exhibit | |
| 99.1 | Unaudited Condensed Consolidated Financial Statements of Earthstone. | |
| 99.2 | Unaudited Pro Forma Combined Financial Statements of the Company. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
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.
| PERMIAN RESOURCES CORPORATION | ||||||
| Date: November 8, 2023 | By: | /s/ Guy M. Oliphint | ||||
| Guy M. Oliphint | ||||||
| Executive Vice President and Chief Financial Officer | ||||||