0001193125-12-379568.txt : 20120905 0001193125-12-379568.hdr.sgml : 20120905 20120904200453 ACCESSION NUMBER: 0001193125-12-379568 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120905 DATE AS OF CHANGE: 20120904 GROUP MEMBERS: BEN A. GUILL GROUP MEMBERS: CONSTELLATION ENERGY PARTNERS MANAGEMENT, LLC GROUP MEMBERS: EDELMAN & GUILL ENERGY L.P. GROUP MEMBERS: EDELMAN & GUILL ENERGY LTD. GROUP MEMBERS: THOMAS J. EDELMAN GROUP MEMBERS: WHITE DEER ENERGY FI L.P. GROUP MEMBERS: WHITE DEER ENERGY L.P. GROUP MEMBERS: WHITE DEER ENERGY TE L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Constellation Energy Partners LLC CENTRAL INDEX KEY: 0001362705 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 113742489 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82227 FILM NUMBER: 121072083 BUSINESS ADDRESS: STREET 1: 1801 MAIN STREET STREET 2: SUITE 1300 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 832-308-3700 MAIL ADDRESS: STREET 1: 1801 MAIN STREET STREET 2: SUITE 1300 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: Constellation Energy Resources LLC DATE OF NAME CHANGE: 20060515 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PostRock Energy Corp CENTRAL INDEX KEY: 0001473061 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 270981065 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 210 PARK AVENUE, SUITE 2750 CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 BUSINESS PHONE: (405)600-7704 MAIL ADDRESS: STREET 1: 210 PARK AVENUE, SUITE 2750 CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 SC 13D/A 1 d406059dsc13da.htm AMENDMENT NO. 2 TO SC 13D Amendment No. 2 to SC 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

 

CONSTELLATION ENERGY PARTNERS LLC

(Name of Issuer)

 

 

 

Common Units Representing Class B Limited Liability Company Interests

(Title of Class of Securities)

 

21038E 10 1

(CUSIP Number)

 

David J. Klvac

210 Park Avenue

Oklahoma City, OK 73102

(405) 600-7704

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

August 30, 2012

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

 

 

CUSIP No. 21038E 10 1   Page 2 of 14

 

  1   

NAME OF REPORTING PERSON

 

PostRock Energy Corporation

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

      7    

SOLE VOTING POWER:

 

5,918,894 common units*

     8   

SHARED VOTING POWER:

 

0

     9   

SOLE DISPOSITIVE POWER:

 

5,918,894 common units*

   10   

SHARED DISPOSITIVE POWER:

 

0

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

5,918,894 common units*

12

  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    

 

¨

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

25.0%**

14

  

TYPE OF REPORTING PERSON CO

 

(Corporation)

 

* PostRock Energy Corporation may also be deemed to beneficially own 485,065 Class A Units representing Class A limited liability company interests in Constellation Energy Partners LLC.
** The calculations in this Schedule 13D are based on the Issuer’s disclosure in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, that 23,681,878 shares of Class B limited liability company interests were outstanding as of August 9, 2012.

CUSIP No. 21038E 10 1   Page 3 of 14

 

  1   

NAME OF REPORTING PERSON

 

Constellation Energy Partners Management, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

      7    

SOLE VOTING POWER:

 

5,918,894 common units*

     8   

SHARED VOTING POWER:

 

0

     9   

SOLE DISPOSITIVE POWER:

 

5,918,894 common units*

   10   

SHARED DISPOSITIVE POWER:

 

0

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

5,918,894 common units*

12

  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    

 

¨

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

25.0%

14

  

TYPE OF REPORTING PERSON

 

OO (Limited liability company)

 

* Constellation Energy Partners Management, LLC may also be deemed to beneficially own 485,065 Class A Units representing Class A limited liability company interests in Constellation Energy Partners LLC.

CUSIP No. 21038E 10 1   Page 4 of 14

 

  1   

NAME OF REPORTING PERSON

 

White Deer Energy L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

      7    

SOLE VOTING POWER:

 

0

     8   

SHARED VOTING POWER:

 

5,918,894 common units*

     9   

SOLE DISPOSITIVE POWER:

 

0

   10   

SHARED DISPOSITIVE POWER:

 

5,918,894 common units*

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

5,918,894 common units*

12

  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    

 

¨

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

25.0%

14

  

TYPE OF REPORTING PERSON

 

PN (Limited Issuer)

 

* White Deer Energy L.P. may also be deemed to beneficially own 485,065 Class A Units representing Class A limited liability company interests in Constellation Energy Partners LLC.

CUSIP No. 21038E 10 1   Page 5 of 14

 

  1   

NAME OF REPORTING PERSON

 

White Deer Energy TE L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

      7    

SOLE VOTING POWER:

 

0

     8   

SHARED VOTING POWER:

 

5,918,894 common units*

     9   

SOLE DISPOSITIVE POWER:

 

0

   10   

SHARED DISPOSITIVE POWER:

 

5,918,894 common units*

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

5,918,894 common units*

12

  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    

 

¨

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

25.0%

14

  

TYPE OF REPORTING PERSON

 

PN (Limited Issuer)

 

* White Deer Energy TE L.P. may also be deemed to beneficially own 485,065 Class A Units representing Class A limited liability company interests in Constellation Energy Partners LLC.

CUSIP No. 21038E 10 1   Page 6 of 14

 

  1   

NAME OF REPORTING PERSON

 

White Deer Energy FI L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

      7    

SOLE VOTING POWER:

 

0

     8   

SHARED VOTING POWER:

 

5,918,894 common units*

     9   

SOLE DISPOSITIVE POWER:

 

0

   10   

SHARED DISPOSITIVE POWER:

 

5,918,894 common units*

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

5,918,894 common units*

12

  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    

 

¨

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

25.0%

14

  

TYPE OF REPORTING PERSON

 

PN (Limited Issuer)

 

* White Deer Energy FI L.P. may also be deemed to beneficially own 485,065 Class A Units representing Class A limited liability company interests in Constellation Energy Partners LLC.

CUSIP No. 21038E 10 1   Page 7 of 14

 

  1   

NAME OF REPORTING PERSON

 

Edelman & Guill Energy L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨         (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

      7    

SOLE VOTING POWER:

 

0

     8   

SHARED VOTING POWER:

 

5,918,894 common units*

     9   

SOLE DISPOSITIVE POWER:

 

0

   10   

SHARED DISPOSITIVE POWER:

 

5,918,894 common units*

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

5,918,894 common units*

12

  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    

 

¨

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

25.0%

14

  

TYPE OF REPORTING PERSON

 

PN (Limited Issuer)

 

* Edelman & Guill Energy L.P. may also be deemed to beneficially own 485,065 Class A Units representing Class A limited liability company interests in Constellation Energy Partners LLC.

CUSIP No. 21038E 10 1   Page 8 of 14

 

  1   

NAME OF REPORTING PERSON

 

Edelman & Guill Energy Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

      7    

SOLE VOTING POWER:

 

0

     8   

SHARED VOTING POWER:

 

5,918,894 common units*

     9   

SOLE DISPOSITIVE POWER:

 

0

   10   

SHARED DISPOSITIVE POWER:

 

5,918,894 common units*

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

5,918,894 common units*

12

  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    

 

¨

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

25.0%

14

  

TYPE OF REPORTING PERSON CO

 

 

* Edelman & Guill Energy Ltd. may also be deemed to beneficially own 485,065 Class A Units representing Class A limited liability company interests in Constellation Energy Partners LLC.

CUSIP No. 21038E 10 1   Page 9 of 14

 

  1   

NAME OF REPORTING PERSON

 

Thomas J. Edelman

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

      7    

SOLE VOTING POWER:

 

0

     8   

SHARED VOTING POWER:

 

5,918,894 common units*

     9   

SOLE DISPOSITIVE POWER:

 

0

   10   

SHARED DISPOSITIVE POWER:

 

5,918,894 common units*

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

5,918,894 common units*

12

  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    

 

¨

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

25.0%

14

  

TYPE OF REPORTING PERSON

 

IN

 

* Thomas J. Edelman may also be deemed to beneficially own 485,065 Class A Units representing Class A limited liability company interests in Constellation Energy Partners LLC.

CUSIP No. 21038E 10 1   Page 10 of 14

 

  1   

NAME OF REPORTING PERSON

 

Ben A. Guill

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

      7    

SOLE VOTING POWER:

 

0

     8   

SHARED VOTING POWER:

 

5,918,894 common units*

     9   

SOLE DISPOSITIVE POWER:

 

0

   10   

SHARED DISPOSITIVE POWER:

 

5,918,894 common units*

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

5,918,894 common units*

12

  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    

 

¨

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

25.0%

14

  

TYPE OF REPORTING PERSON

 

IN

 

* Ben A. Guill may also be deemed to beneficially own 485,065 Class A Units representing Class A limited liability company interests in Constellation Energy Partners LLC.

 

CUSIP No. 21038E 10 1    Page 11 of 14

SCHEDULE 13D

Explanatory Note: This Amendment No. 2 amends and supplements the Statement on Schedule 13D (the Initial Statement”), filed by the reporting persons named in Item 2 thereof (the “Reporting Persons”) on August 18, 2011, as amended by Amendment No. 1 thereto, relating to the Class B limited liability company interests (the “Common Units”) of Constellation Energy Partners LLC (the “Issuer”).

 

Item 1. Security and Issuer.

This Statement is being filed with respect to the Common Units of the Issuer. The address of the principal executive offices of the Issuer is 1801 Main Street, Suite 1300, Houston, Texas 77002.

 

Item 4. Purpose of Transaction

Item 4(d) of the Initial Statement is hereby amended and restated as follows:

Constellation Energy Partners Management, LLC, a Delaware limited liability company (“CEPM”), as the record holder of all of the Class A Units, has the right to appoint two of the five members of the Board of Managers of the Issuer (the “Class A Managers”). On August 30, 2012, CEPM delivered written notice to the Issuer of its appointment of Gary Pittman to serve as a Class A Manager, filling the vacancy created upon the resignation of Hugh McIntosh. CEPM may in the future exercise its right to remove one or more of the existing Class A Managers and replace them with designees of CEPM.

 

Item 7. Material to be Filed as Exhibits.

 

Exhibit A*    Joint Filing Agreement (filed herewith).
Exhibit B    Purchase Agreement, dated August 8, 2011, by and among PostRock Energy Corporation, Constellation Energy Commodities Group, Inc. and Constellation Energy Partners Holdings, LLC (attached as Exhibit 2.1 to PostRock Energy Corporation’s current report on Form 8-K (File No. 001-34635) filed with the Commission on August 12, 2011 and incorporated herein by reference).
Exhibit C    Second Amended and Restated Operating Agreement of Constellation Energy Partners LLC, dated as of November 26, 2006 (attached as Exhibit 3.1 to the Issuer’s current report on Form 8-K (File No. 001-33147) filed with the Commission on November 28, 2006 and incorporated herein by reference).
Exhibit D    Amendment No. 1 to the Second Amended and Restated Operating Agreement of Constellation Energy Partners LLC, dated as of April 23, 2007 (attached as Exhibit 3.1 to the Issuer’s current report on Form 8-K (File No. 001-33147) filed with the Commission on April 24, 2007 and incorporated herein by reference).
Exhibit E    Amendment No. 2 to the Second Amended and Restated Operating Agreement of Constellation Energy Partners LLC, dated as of July 25, 2007 (attached as Exhibit 3.1 to the Issuer’s current report on Form 8-K (File No. 001-33147) filed with the Commission on July 26, 2007 and incorporated herein by reference).
Exhibit F    Amendment No. 3 to the Second Amended and Restated Operating Agreement of Constellation Energy Partners LLC, dated as September 21, 2007 (attached as Exhibit 3.1 to the Issuer’s current report on Form 8-K (File No. 001-33147) filed with the Commission on September 26, 2007 and incorporated herein by reference).
Exhibit G    Amendment No. 4 to the Second Amended and Restated Operating Agreement of Constellation Energy Partners LLC, dated as December 28, 2007 (attached as Exhibit 3.1 to the Issuer’s current report on Form 8-K (File No. 001-33147) filed with the Commission on December 28, 2007 and incorporated herein by reference).

 

CUSIP No. 21038E 10 1    Page 12 of 14

 

Exhibit H*    Purchase Agreement, dated December 19, 2011, by and among PostRock Energy Corporation, Constellation Energy Partners Management, LLC, Constellation Energy Commodities Group, Inc. and Constellation Energy Partners Holdings, LLC.
Exhibit I    Power of Attorney, granted by Ben A. Guill, in favor of the signatory hereto, dated June 25, 2012.

 

* Previously filed.

CUSIP No. 21038E 10 1   Page 13 of 14

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

September 4, 2012

 

POSTROCK ENERGY CORPORATION

    By:

  

/s/ Stephen L. DeGiuisti

  Name: Stephen L. DeGiusti
 

Title:  Executive Vice President, General

 

           Counsel and Secretary

CONSTELLATION ENERGY PARTNERS MANAGEMENT, LLC

    By:

  

/s/ Stephen L. DeGiuisti

  Name: Stephen L. DeGiusti
  Title: Secretary and Treasurer
WHITE DEER ENERGY L.P.

By: Edelman & Guill Energy L.P., its general partner

By: Edelman & Guill Energy Ltd., its general partner

        By:

  

/s/ Thomas J. Edelman

  Name: Thomas J. Edelman
  Title: Director
WHITE DEER ENERGY TE L.P.

By: Edelman & Guill Energy L.P., its general partner

By: Edelman & Guill Energy Ltd., its general partner

        By:

  

/s/ Thomas J. Edelman

  Name: Thomas J. Edelman
  Title: Director
WHITE DEER ENERGY FI L.P.

By: Edelman & Guill Energy L.P., its general partner

By: Edelman & Guill Energy Ltd., its general partner

        By:

  

/s/ Thomas J. Edelman

  Name: Thomas J. Edelman
  Title: Director

CUSIP No. 21038E 10 1   Page 14 of 14

 

EDELMAN & GUILL ENERGY L.P.

By: Edelman & Guill Energy Ltd., its general partner

        By:

  

/s/ Thomas J. Edelman

  Name: Thomas J. Edelman
  Title: Director
EDELMAN & GUILL ENERGY LTD.

        By:

  

/s/ Thomas J. Edelman

  Name: Thomas J. Edelman
  Title: Director
THOMAS J. EDELMAN

/s/ Thomas J. Edelman

BEN A. GUILL

/s/ Thomas J. Edelman

Attorney-in-Fact for Ben A. Guill

 EX-99.I 2 d406059dex99i.htm POWER OF ATTORNEY Power of Attorney

Exhibit I

POWER OF ATTORNEY

FOR CERTAIN REGULATORY FILINGS

INCLUDING CERTAIN FILINGS

UNDER THE SECURITIES EXCHANGE ACT OF 1934

AND THE INVESTMENT ADVISERS ACT OF 1940

I, Ben A. Guill, hereby make, constitute, and appoint Thomas J. Edelman, acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, (i) executing in my name or in my capacity as an officer, member, shareholder, director or partner of any White Deer Entity (as defined below) all documents, certificates, instruments, statements, other filings, and amendments to the foregoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with any registration or regulatory disclosure requirements and/or ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, and 13F, and Schedules 13D and 13G required to be filed with the United States Securities and Exchange Commission in connection with the activities and securities holdings of White Deer Energy L.P., White Deer Energy TE L.P., White Deer Energy FI L.P., Edelman & Guill Energy L.P. and Edelman & Guill Energy Ltd., and each of their respective affiliates and portfolio companies (the “White Deer Entities”) and (ii) delivering, furnishing, or filing any such documents to or with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person’s execution, delivery, furnishing, and/or filing of the applicable document.

This power of attorney shall be valid from the date hereof.

IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.

 

Date: June 25, 2012
/s/ Ben A. Guill
Ben A. Guill
Houston, Texas