0000899243-19-011167.txt : 20190425 0000899243-19-011167.hdr.sgml : 20190425 20190425204541 ACCESSION NUMBER: 0000899243-19-011167 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190423 FILED AS OF DATE: 20190425 DATE AS OF CHANGE: 20190425 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus & Co US, LLC CENTRAL INDEX KEY: 0001635320 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38870 FILM NUMBER: 19769075 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212 878 0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS LLC CENTRAL INDEX KEY: 0001162870 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38870 FILM NUMBER: 19769076 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAYE CHARLES R CENTRAL INDEX KEY: 0001239318 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38870 FILM NUMBER: 19769077 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Landy Joseph P. CENTRAL INDEX KEY: 0001220638 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38870 FILM NUMBER: 19769078 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: LANDY JOSEPH DATE OF NAME CHANGE: 20030225 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Brigham Minerals, Inc. CENTRAL INDEX KEY: 0001745797 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 831106283 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5914 W. COURTYARD DRIVE STREET 2: SUITE 100 CITY: AUSTIN STATE: TX ZIP: 78730 BUSINESS PHONE: (512) 220-6350 MAIL ADDRESS: STREET 1: 5914 W. COURTYARD DRIVE STREET 2: SUITE 100 CITY: AUSTIN STATE: TX ZIP: 78730 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-04-23 0 0001745797 Brigham Minerals, Inc. MNRL 0001635320 Warburg Pincus & Co US, LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001162870 WARBURG PINCUS LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001239318 KAYE CHARLES R C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001220638 Landy Joseph P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 Class A common stock, par value $0.01 2019-04-23 4 A 0 5010009 A 5010009 I By Brigham Parent Holdings, L.P. Class B common stock, par value $0.01 2019-04-23 4 A 0 23392 A 23392 I By WP Energy Partners Brigham Holdings, L.P Class B common stock, par value $0.01 2019-04-23 4 A 0 178641 A 178641 I By Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC Class B common stock, par value $0.01 2019-04-23 4 A 0 281260 A 281260 I By Warburg Pincus XI (E&P) Partners-A (Brigham) LLC Class B common stock, par value $0.01 2019-04-23 4 A 0 285694 A 285694 I By WP Energy Brigham Holdings, L.P. Class B common stock, par value $0.01 2019-04-23 4 A 0 453258 A 453258 I By WP Brigham Holdings, L.P. Class B common stock, par value $0.01 2019-04-23 4 A 0 2957800 A 2957800 I By Warburg Pincus Energy (E&P)-A (Brigham), LLC Class B common stock, par value $0.01 2019-04-23 4 A 0 3650319 A 3650319 I By Warburg Pincus Private Equity (E&P) XI-A (Brigham) LLC Brigham Minerals Holdings, LLC common unit 2019-04-23 4 J 0 23392 A Class A common stock, par value $0.01 23392 23392 I By WP Energy Partners Brigham Holdings, L.P. Brigham Minerals Holdings, LLC common unit 2019-04-23 4 J 0 178641 A Class A common stock, par value $0.01 178641 178641 I By Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC Brigham Minerals Holdings, LLC common unit 2019-04-23 4 J 0 281260 A Class A common stock, par value $0.01 281260 281260 I By Warburg Pincus XI (E&P) Partners-A (Brigham) LLC Brigham Minerals Holdings, LLC common unit 2019-04-23 4 J 0 285694 A Class A common stock, par value $0.01 285694 285694 I By WP Energy Brigham Holdings, L.P. Brigham Minerals Holdings, LLC common unit 2019-04-23 4 J 0 453258 A Class A common stock, par value $0.01 453258 453258 I By WP Brigham Holdings, L.P. Brigham Minerals Holdings, LLC common unit 2019-04-23 4 J 0 2957800 A Class A common stock, par value $0.01 2957800 2957800 I By Warburg Pincus Energy (E&P)-A (Brigham), LLC Brigham Minerals Holdings, LLC common unit 2019-04-23 4 J 0 3650319 A Class A common stock, par value $0.01 3650319 3650319 I By Warburg Pincus Private Equity (E&P) XI-A (Brigham) LLC This Form 4 is filed on behalf of Warburg Pincus & Co US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham, WPE Brigham Holdings the "WP Class B Owners"). As of April 25, 2019, Brigham Parent Holdings owned 5,010,009 shares of Class A common stock. As of April 25, 2019, the WP Class B Owners collectively owned 7,830,364 shares of Class B common stock and 7,830,364 Brigham Minerals Holdings, LLC common units ("Common Units") of which 23,392 of each are owned by WPE Partners Brigham Holdings, 178,641 of each are owned by WPE E&P Partners-A Brigham, 281,260 of each are owned by WP XI E&P Partners-A Brigham, 285,694 of each are owned by WPE Brigham Holdings, 453,258 of each are owned by WP Brigham Holdings, 2,957,800 of each are owned by WPE E&P-A Brigham and 3,650,319 of each are owned by WPPE E&P XI-A Brigham. Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners - A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A, WP Energy Partners, L.P. and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus") is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." Charles R. Kaye and Joseph P. Landy are each Managing General Partners of Warburg Pincus US and Managing Members and Co-Chief Executive Officers of Warburg Pincus and may be deemed to control the Warburg Pincus Entities. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 5,010,009 shares of Class A common stock held collectively by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US, Warburg Pincus and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 7,830,364 shares of Class B common stock and 7,830,364 Common Units held collectively by the WP Class B Owners. The Warburg Pincus Entities, Messrs. Kaye and Landy and such affiliates (other than the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the 3,445,527 shares of Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham. WP XI E&P GP, WP XI E&P LLC, and WP Partners E&P XI LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the 4,384,837 shares of Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham and WP Brigham Holdings. WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the 178,641 shares of Class B common stock and Common Units directly held by WPE E&P Partners-A Brigham. WP XI E&P Partners-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the 281,260 shares of Class B common stock and Common Units directly held by WP XI E&P Partners-A Brigham. WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the 2,957,800 shares of Class B common stock and Common Units directly held by WPE E&P-A Brigham. WPPE E&P XI-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the 3,650,319 shares of Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham. At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham Minerals, Inc.'s (the "Issuer") election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. Pursuant to the Reorganization Transactions (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-230373) (the "Registration Statement")) as part of the Issuer's initial public offering ("IPO"), (a) the Issuer issued Class A common stock to the Reporting Person in exchange for incentive units in Brigham Equity Holdings, LLC and (b) the Reporting Person's equity ownership in Brigham Minerals Holdings, LLC was converted into newly issued common units in Brigham Minerals Holdings, LLC together with an equal number of shares of Class B common stock, in the Issuer. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the holders of Common Units. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. Exhibit 99.1 - Joint Filers' Signatures This report is one of three reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with Warburg Pincus & Company US, LLC and their applicable members. /s/ Robert B. Knauss 2019-04-25 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                                                    Exhibit 99.1

                            Joint Filers' Signatures


WARBURG PINCUS PRIVATE EQUITY (E&P) XI-
A (BRIGHAM), LLC

By:  Warburg Pincus Private Equity (E&P) XI-A,
     L.P., its sole member
By:  Warburg Pincus (E&P) XI, L.P., its general
     partner
By:  Warburg Pincus (E&P) XI LLC, its general
     partner
By:  Warburg Pincus Partners (E&P) XI LLC, its
     sole member
By:  Warburg Pincus Partners II (US), L.P., its
     managing member
By:  Warburg Pincus & Company US, LLC, its
     general partner

     /s/ Robert B. Knauss                Date:      04/25/2019
--------------------------------------        ---------------------------------
Name: Robert B. Knauss
Title: Authorized Signatory


WARBURG PINCUS PRIVATE EQUITY (E&P) XI-
A, L.P.

By:  Warburg Pincus (E&P) XI, L.P., its general
     partner
By:  Warburg Pincus (E&P) XI LLC, its general
     partner
By:  Warburg Pincus Partners (E&P) XI LLC, its
     sole member
By:  Warburg Pincus Partners II (US), L.P., its
     managing member
By:  Warburg Pincus & Company US, LLC, its
     general partner

     /s/ Robert B. Knauss                Date:      04/25/2019
--------------------------------------        ---------------------------------
Name: Robert B. Knauss
Title: Authorized Signatory


WARBURG PINCUS XI (E&P) PARTNERS-A
(BRIGHAM), LLC

By:  Warburg Pincus XI (E&P) Partners - A, L.P., its
     sole member
By:  Warburg Pincus (E&P) XI, L.P., its general
     partner
By:  Warburg Pincus (E&P) XI LLC, its general
     partner
By:  Warburg Pincus Partners (E&P) XI LLC, its
     sole member
By:  Warburg Pincus Partners II (US), L.P., its
     managing member
By:  Warburg Pincus & Company US, LLC, its
     general partner

     /s/ Robert B. Knauss                Date:      04/25/2019
--------------------------------------        ---------------------------------
Name: Robert B. Knauss
Title: Authorized Signatory


WARBURG PINCUS XI (E&P) PARTNERS - A, L.P.

By:  Warburg Pincus (E&P) XI, L.P., its general
     partner
By:  Warburg Pincus (E&P) XI LLC, its general
     partner
By:  Warburg Pincus Partners (E&P) XI LLC, its
     sole member
By:  Warburg Pincus Partners II (US), L.P., its
     managing member
By:  Warburg Pincus & Company US, LLC, its
     general partner

     /s/ Robert B. Knauss                Date:      04/25/2019
--------------------------------------        ---------------------------------
Name: Robert B. Knauss
Title: Authorized Signatory


WP BRIGHAM HOLDINGS, L.P.

By:  Warburg Pincus (E&P) XI, L.P., its general
     partner
By:  Warburg Pincus (E&P) XI LLC, its general
     partner
By:  Warburg Pincus Partners (E&P) XI LLC, its
     sole member
By:  Warburg Pincus Partners II (US), L.P., its
     managing member
By:  Warburg Pincus & Company US, LLC, its
     general partner

     /s/ Robert B. Knauss                Date:      04/25/2019
--------------------------------------        ---------------------------------
Name: Robert B. Knauss
Title: Authorized Signatory


WARBURG PINCUS (E&P) XI, L.P.

By:  Warburg Pincus (E&P) XI LLC, its general
     partner
By:  Warburg Pincus Partners (E&P) XI LLC, its
     sole member
By:  Warburg Pincus Partners II (US), L.P., its
     managing member
By:  Warburg Pincus & Company US, LLC, its
     general partner

     /s/ Robert B. Knauss                Date:      04/25/2019
--------------------------------------        ---------------------------------
Name: Robert B. Knauss
Title: Authorized Signatory


WARBURG PINCUS PARTNERS (E&P) XI LLC

By:  Warburg Pincus Partners II (US), L.P., its
     managing member
By:  Warburg Pincus & Company US, LLC, its
     general partner

     /s/ Robert B. Knauss                Date:      04/25/2019
--------------------------------------        ---------------------------------
Name: Robert B. Knauss
Title: Authorized Signatory


WARBURG PINCUS (E&P) ENERGY LLC

By:  Warburg Pincus Partners II (US), L.P., its managing
     member
By:  Warburg Pincus & Company US, LLC, its general
     partner

     /s/ Robert B. Knauss                Date:      04/25/2019
--------------------------------------        ---------------------------------
Name: Robert B. Knauss
Title: Authorized Signatory


WARBURG PINCUS (E&P) ENERGY GP, L.P.

By:  Warburg Pincus (E&P) Energy LLC, its general
     partner
By:  Warburg Pincus Partners II (US), L.P., its managing
     member
By:  Warburg Pincus & Company US, LLC, its general
     partner

     /s/ Robert B. Knauss                Date:      04/25/2019
--------------------------------------        ---------------------------------
Name: Robert B. Knauss
Title: Authorized Signatory


WP ENERGY BRIGHAM HOLDINGS, L.P.

By:  Warburg Pincus (E&P) Energy GP, L.P., its general
     partner
By:  Warburg Pincus (E&P) Energy LLC, its general
     partner
By:  Warburg Pincus Partners II (US), L.P., its managing
     member
By:  Warburg Pincus & Company US, LLC, its general
     partner

By:  /s/ Robert B. Knauss                 Date:     04/25/2019
     ---------------------------------         --------------------------------
     Name: Robert B. Knauss
     Title: Authorized Signatory


WP ENERGY PARTNERS BRIGHAM HOLDINGS, L.P.

By:  Warburg Pincus (E&P) Energy GP, L.P., its general
     partner
By:  Warburg Pincus (E&P) Energy LLC, its general
     partner
By:  Warburg Pincus Partners II (US), L.P., its managing
     member
By:  Warburg Pincus & Company US, LLC, its general
     partner

By:  /s/ Robert B. Knauss                 Date:     04/25/2019
--------------------------------------    -------------------------------------
Name: Robert B. Knauss
Title: Authorized Signatory


WARBURG PINCUS ENERGY (E&P)-A (BRIGHAM), LLC

By:  Warburg Pincus Energy (E&P)-A, L.P., its managing
     member
By:  Warburg Pincus (E&P) Energy GP, L.P., its general
     partner
By:  Warburg Pincus (E&P) Energy LLC, its general
     partner
By:  Warburg Pincus Partners II (US), L.P., its managing
     member
By:  Warburg Pincus & Company US, LLC, its general
     partner

By:  /s/ Robert B. Knauss                 Date:     04/25/2019
--------------------------------------         --------------------------------
Name: Robert B. Knauss
Title: Authorized Signatory


WARBURG PINCUS ENERGY (E&P)-A, L.P.

By:  Warburg Pincus (E&P) Energy GP, L.P., its general
     partner
By:  Warburg Pincus (E&P) Energy LLC, its general
     partner
By:  Warburg Pincus Partners II (US), L.P., its managing
     member
By:  Warburg Pincus & Company US, LLC, its general
     partner

By:  /s/ Robert B. Knauss                 Date:     04/25/2019
--------------------------------------         --------------------------------
Name: Robert B. Knauss
Title: Authorized Signatory


WARBURG PINCUS ENERGY (E&P) PARTNERS-A
(BRIGHAM), LLC

By:  Warburg Pincus Energy (E&P) Partners-A, L.P., its
     managing member
By:  Warburg Pincus (E&P) Energy GP, L.P., its general
     partner
By:  Warburg Pincus (E&P) Energy LLC, its general
     partner
By:  Warburg Pincus Partners II (US), L.P., its managing
     member

By:  Warburg Pincus & Company US, LLC, its general
     partner

By:  /s/ Robert B. Knauss                 Date:     04/25/2019
--------------------------------------         --------------------------------
Name: Robert B. Knauss
Title: Authorized Signatory


WARBURG PINCUS ENERGY (E&P) PARTNERS-A, L.P.

By:  Warburg Pincus (E&P) Energy GP, L.P., its general
     partner
By:  Warburg Pincus (E&P) Energy LLC, its general
     partner
By:  Warburg Pincus Partners II (US), L.P., its managing
     member
By:  Warburg Pincus & Company US, LLC, its general
     partner

By:  /s/ Robert B. Knauss                 Date:     04/25/2019
--------------------------------------         --------------------------------
Name: Robert B. Knauss
Title: Authorized Signatory


WARBURG PINCUS (E&P) XI LLC

By:  Warburg Pincus Partners (E&P) XI LLC, its sole
     member
By:  Warburg Pincus Partners II (US), L.P., its managing
     member
By:  Warburg Pincus & Company US, LLC, its general
     partner

By:  /s/ Robert B. Knauss                 Date:     04/25/2019
--------------------------------------         --------------------------------
Name: Robert B. Knauss
Title: Authorized Signatory


WARBURG PINCUS & CO US, LLC

By:  /s/ Robert B. Knauss                 Date:     04/25/2019
     ---------------------------------         --------------------------------
     Name: Robert B. Knauss
     Title: Authorized Signatory


BRIGHAM PARENT HOLDINGS, L.P.

By:  Warburg Pincus (E&P) XI, L.P., its general
     partner
By:  Warburg Pincus (E&P) XI LLC, its general
     partner
By:  Warburg Pincus Partners (E&P) XI LLC, its
     sole member
By:  Warburg Pincus Partners II (US), L.P., its
     managing member
By:  Warburg Pincus & Company US, LLC, its
     general partner

     /s/ Robert B. Knauss                 Date:     04/25/2019
--------------------------------------         --------------------------------
Name: Robert B. Knauss
Title: Authorized Signatory


WARBURG PINCUS PARTNERS II (US), L.P.

By: Warburg Pincus & Company US, LLC,
    its general partner

     /s/ Robert B. Knauss                 Date:     04/25/2019
--------------------------------------         --------------------------------
Name: Robert B. Knauss
Title: Authorized Signatory


WARBURG PINCUS LLC

By:  /s/ Robert B. Knauss                 Date:     04/25/2019
     ---------------------------------         --------------------------------
Name: Robert B. Knauss
Title: Authorized Signatory


CHARLES R. KAYE

By:  /s/ Charles R. Kaye                  Date:     04/25/2019
     ---------------------------------         --------------------------------
Name: Charles R. Kaye
By: Robert B. Knauss, Attorney-in-Fact*


JOSEPH P. LANDY

By:  /s/ Joseph P. Landy                  Date:     04/25/2019
     ---------------------------------         --------------------------------
Name: Joseph P. Landy
By: Robert B. Knauss, Attorney-in-Fact*


-----------------------------
* The Power of Attorney given by each of Mr.
Kaye and Mr. Landy was previously filed with the U.S. Securities and Exchange
Commission on July 12, 2016 as an exhibit to a beneficial ownership report on
Schedule 13D filed by WP LLC with respect to WEX Inc. and is hereby incorporated
by reference.