[Context: In November 2016, Earthstone Energy announced a merger with EnCap-backed Bold Energy III. Below are excerpts from a preliminary proxy statement filed by Earthstone in December describing how the deal came about and key events in the merger. Earthstone initially passed on a deal with Bold in 2015 but declining commodity prices gave it a second chance. Negotiations were again put on hold in early 2016 due to market conditions before the deal finally came to completion. The deal is still pending.]

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