UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

 

 

Eclipse Resources Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

27890G 100

(CUSIP Number)

D. Martin Phillips

EnCap Investments L.P.

1100 Louisiana Street, Suite 4900

Houston, Texas 77002

(713) 659-6100

Copies to:

Michael K. Pierce

Vinson & Elkins LLP

1001 Fannin, Suite 2500

Houston, TX 77002

(713) 758-2222

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

February 4, 2019

(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. ☐

 

 

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

 

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 27890G 100

 

1		Name of Reporting Person   ENCAP ENERGY CAPITAL FUND VIII, L.P.
2		Check the Appropriate Box if a Member of a Group (See Instructions) (A):  ☐ (B):  ☐
3		SEC Use Only
4		Source of Funds (See Instructions)   OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)   ☐
6		Citizenship or Place of Organization   Texas

Number of Shares  Beneficially  Owned by Each Reporting Person with				7		Sole Voting Power   59,687,619
				8		Shared Voting Power   0
				9		Sole Dispositive Power   59,687,619
				10		Shared Dispositive Power   0

11		Aggregate Amount Beneficially Owned by Each Reporting Person   59,687,619
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13		Percent of Class Represented by Amount in Row (11)   19.7% (1)
14		Type of Reporting Person (See Instructions)   PN

 

(1)	Based on (i) 302,535,938 shares of common stock, $0.01 par value (“Common Stock”) issued and outstanding as of November 1, 2018, as set forth in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on November 1, 2018.

 

2

CUSIP No. 27890G 100

 

1		Name of Reporting Person   ENCAP ENERGY CAPITAL FUND VIII CO-INVESTORS, L.P.
2		Check the Appropriate Box if a Member of a Group (See Instructions) (A):  ☐ (B):  ☐
3		SEC Use Only
4		Source of Funds (See Instructions)   OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)   ☐
6		Citizenship or Place of Organization   Texas

Number of Shares  Beneficially  Owned by Each Reporting Person with				7		Sole Voting Power   40,420,114
				8		Shared Voting Power   0
				9		Sole Dispositive Power   40,420,114
				10		Shared Dispositive Power   0

11		Aggregate Amount Beneficially Owned by Each Reporting Person   40,420,114
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13		Percent of Class Represented by Amount in Row (11)   13.4% (1)
14		Type of Reporting Person (See Instructions)   PN

 

(1)	Based on (i) 302,535,938 shares of Common Stock issued and outstanding as of November 1, 2018, as set forth in the Issuer’s Quarterly Report on Form 10-Q, filed with the SEC on November 1, 2018.

 

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CUSIP No. 27890G 100

 

1		Name of Reporting Person   ENCAP ENERGY CAPITAL FUND IX, L.P.
2		Check the Appropriate Box if a Member of a Group (See Instructions) (A):  ☐ (B):  ☐
3		SEC Use Only
4		Source of Funds (See Instructions)   OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)   ☐
6		Citizenship or Place of Organization   Texas

Number of Shares Beneficially Owned by Each Reporting Person with				7		Sole Voting Power   110,670,890 (1)
				8		Shared Voting Power   0
				9		Sole Dispositive Power   110,670,890 (1)
				10		Shared Dispositive Power   0

11		Aggregate Amount Beneficially Owned by Each Reporting Person   110,670,890 (1)
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13		Percent of Class Represented by Amount in Row (11)   36.6% (2)
14		Type of Reporting Person (See Instructions)   PN

 

(1)

Includes 72,847,294 shares of Common Stock of Eclipse Resources Corporation, a Delaware corporation (the “Issuer” or the “Company”), owned directly by EnCap Energy Capital Fund IX, L.P. (“EnCap Fund IX”) and 37,823,596 shares of Common Stock of the Issuer owned by TPR Residual Assets, LLC (“TPR Residual”). TPR Residual is member-managed by EnCap Fund IX. As a result, EnCap Fund IX may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by TPR Residual. EnCap Fund IX disclaims beneficial ownership of the securities owned by TPR Residual in excess of its pecuniary interest therein and this statement shall not be deemed an admission that EnCap Fund IX is the beneficial owner of the Common Stock owned directly by TPR Residual for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any other purpose.

(2)	Based on (i) 302,535,938 shares of Common Stock issued and outstanding as of November 1, 2018, as set forth in the Issuer’s Quarterly Report on Form 10-Q, filed with the SEC on November 1, 2018.

 

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CUSIP No. 27890G 100

 

1		Name of Reporting Person   TRAVIS PEAK RESOURCES, LLC
2		Check the Appropriate Box if a Member of a Group (See Instructions) (A):  ☐ (B):  ☐
3		SEC Use Only
4		Source of Funds (See Instructions)   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   0
				8		Shared Voting Power   0
				9		Sole Dispositive Power   0
				10		Shared Dispositive Power   0

11		Aggregate Amount Beneficially Owned by Each Reporting Person   0
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13		Percent of Class Represented by Amount in Row (11)   0.0%(1)
14		Type of Reporting Person (See Instructions)   OO

 

(1)	Based on (i) 302,535,938 shares of Common Stock issued and outstanding as of November 1, 2018, as set forth in the Issuer’s Quarterly Report on Form 10-Q, filed with the SEC on November 1, 2018.

 

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CUSIP No. 27890G 100

 

1		Name of Reporting Person   TPR RESIDUAL ASSETS, LLC
2		Check the Appropriate Box if a Member of a Group (See Instructions) (A):  ☐ (B):  ☐
3		SEC Use Only
4		Source of Funds (See Instructions)   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   37,823,596
				8		Shared Voting Power   0
				9		Sole Dispositive Power   37,823,596
				10		Shared Dispositive Power   0

11		Aggregate Amount Beneficially Owned by Each Reporting Person   37,823,596
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13		Percent of Class Represented by Amount in Row (11)   12.5%(1)
14		Type of Reporting Person (See Instructions)   OO

 

(1)	Based on (i) 302,535,938 shares of Common Stock issued and outstanding as of November 1, 2018, as set forth in the Issuer’s Quarterly Report on Form 10-Q, filed with the SEC on November 1, 2018.

 

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CUSIP No. 27890G 100

 

1		Name of Reporting Person   ENCAP PARTNERS GP, LLC
2		Check the Appropriate Box if a Member of a Group (See Instructions) (A):  ☐ (B):  ☐
3		SEC Use Only
4		Source of Funds (See Instructions)   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   0
				8		Shared Voting Power   210,778,623(1)
				9		Sole Dispositive Power   0
				10		Shared Dispositive Power   210,778,623(1)

11		Aggregate Amount Beneficially Owned by Each Reporting Person   210,778,623(1)
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13		Percent of Class Represented by Amount in Row (11)   69.7%(2)
14		Type of Reporting Person (See Instructions)   OO

 

(1)

Includes 37,823,596 shares of Common Stock of the Issuer owned directly by TPR Residual. TPR Residual is member-managed by EnCap Fund IX. As a result, EnCap Fund IX may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by TPR Residual.

EnCap Energy Capital Fund VIII, L.P., a Texas limited partnership (“EnCap Fund VIII”), EnCap Energy Capital Fund VIII Co-Investors, L.P., a Texas limited partnership (“EnCap Fund VIII Co-Invest” and together with EnCap Fund VIII and EnCap Fund IX, the “EnCap Funds”) and EnCap Fund IX collectively directly hold the remaining shares of Common Stock. EnCap Partners GP, LLC (“EnCap Partners GP”) is the sole general partner of EnCap Partners, LP (“EnCap Partners”), which is the managing member of EnCap Investments Holdings, LLC (“EnCap Holdings”), which is the sole member of EnCap Investments Holdings Blocker, LLC (“EnCap Holdings Blocker”). EnCap Holdings Blocker is the sole member of EnCap Investments GP, L.L.C. (“EnCap Investments GP”), which is the sole general partner of EnCap Investments L.P. (“EnCap Investments LP”). EnCap Investments LP is the sole general partner of EnCap Equity Fund VIII

 

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GP, L.P. (“EnCap Fund VIII GP”) and EnCap Equity Fund IX GP, L.P. (“EnCap Fund IX GP”). EnCap Fund VIII GP is the sole general partner of each of EnCap Fund VIII and EnCap Fund VIII Co-Invest. EnCap Fund IX GP is the sole general partner of EnCap Fund IX. Therefore, EnCap Partners GP may be deemed to share the right to direct the disposition of the Common Stock held by the EnCap Funds. EnCap Partners GP disclaims beneficial ownership of the reported Common Stock except to the extent of its pecuniary interest therein, and this statement shall not be deemed an admission that it is the beneficial owner of the reported Common Stock for the purposes of Section 13(d) of the Exchange Act or any other purpose.

(2)	Based on (i) 302,535,938 shares of Common Stock issued and outstanding as of November 1, 2018, as set forth in the Issuer’s Quarterly Report on Form 10-Q, filed with the SEC on November 1, 2018.

 

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Explanatory Note

This Amendment No. 7 (this “Amendment”) amends the information provided in the Schedule 13D (the “Original Schedule 13D”) filed with the SEC by Eclipse Resources Holdings, L.P. (“Eclipse Holdings”), EnCap Fund VIII, EnCap Fund VIII Co-Invest, EnCap Fund IX, David B. Miller, D. Martin Phillips, Gary R. Petersen and Robert L. Zorich on July 7, 2014, as amended by that certain Amendment No. 1 filed on January 13, 2015, that certain Amendment No. 2 filed on February 2, 2015, that certain Amendment No. 3 filed on July 15, 2016, that certain Amendment No. 4 filed on September 30, 2016 (“Amendment No. 4”), that certain Amendment No. 5 filed on January 18, 2018 and that certain Amendment No. 6 filed on September 2, 2018. This Amendment amends the Original Schedule 13D on behalf of the undersigned to furnish the information set forth herein. Except as otherwise specified in this Amendment, all items left blank remain unchanged in all material respects and any items that are reported are deemed to amend and restate the corresponding items in the Original Schedule 13D. Capitalized terms used herein but not defined herein have the respective meanings ascribed to them in the Original Schedule 13D.

 

Item 2.

Identity and Background.

Item 2 of the Original Schedule 13D is amended and restated in its entirety as follows:

This statement is jointly filed by EnCap Energy Capital Fund VIII, L.P., a Texas limited partnership (“EnCap Fund VIII”), EnCap Energy Capital Fund VIII Co-Investors, L.P., a Texas limited partnership (“EnCap Fund VIII Co-Invest”), EnCap Energy Capital Fund IX, L.P., a Texas limited partnership (“EnCap Fund IX” and collectively with EnCap Fund VIII and EnCap Fund VIII Co-Invest, the “EnCap Funds”), EnCap Partners GP, LLC, a Delaware limited liability company (“EnCap Partners GP”), Travis Peak Resources, LLC, a Delaware limited liability company (“Travis Peak”), TPR Residual Assets, LLC, a Delaware limited liability company and a wholly owned subsidiary of EnCap Fund IX (“TPR Residual,” and collectively with the EnCap Funds, EnCap Partners GP, and Travis Peak, collectively, the “Reporting Persons”). As a result of the dissolution of Eclipse Resources Holdings, L.P. (“Eclipse Holdings”), Eclipse Holdings is no longer a joint filer and ceased to be a Reporting Person immediately after the filing of Amendment No. 4. As a result of the TPR Contribution (as defined in Item 3), Travis Peak shall cease to be a Reporting Person immediately after the filing of this Amendment. The remaining Reporting Persons will continue to file as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Further, on April 6, 2017, EnCap Partners, LLC converted into a limited partnership with the name EnCap Partners, LP (“EnCap Partners”). In connection with the conversion, EnCap Partners GP was formed as the sole general partner of EnCap Partners. EnCap Partners GP replaced EnCap Partners, LLC as a Reporting Person and a joint filer.

The principal office and business address of each of the EnCap Funds, EnCap Partners GP and TPR Residual is 1100 Louisiana Street, Suite 4900, Houston, Texas 77002. The principal business of each of the EnCap Funds is investing in securities of energy companies. The principal business of EnCap Partners GP is indirectly managing the EnCap Funds. The principal business of TPR Residual is investing in the securities of energy companies and oil and gas interests ancillary thereto.

The principal office and business address of Travis Peak is 9020 North Capital of Texas Hwy, Building 1, Suite 170, Austin, Texas 78759. The principal business of Travis Peak is oil and gas exploration and production.

EnCap Partners GP is the sole general partner of EnCap Partners, which is the managing member of EnCap Investments Holdings, LLC (“EnCap Holdings”), which is the sole member of EnCap Investments Holdings Blocker, LLC (“EnCap Holdings Blocker”). EnCap Holdings Blocker is the sole member of EnCap Investments GP, L.L.C. (“EnCap Investments GP”), which is the sole general partner of EnCap Investments L.P. (“EnCap Investments LP”). EnCap Investments LP is the sole general partner of EnCap Equity Fund VIII GP, L.P. (“EnCap Fund VIII GP”) and EnCap Equity Fund IX GP, L.P. (“EnCap Fund IX GP”). EnCap Fund VIII GP is the sole general partner of each of EnCap Fund VIII and EnCap Fund VIII Co-Invest. EnCap Fund IX GP is the sole general partner of EnCap Fund IX.

None of the Reporting Persons or the Control Persons (as defined below) has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Other than as set forth on Schedule 5 attached hereto, to the best of the Reporting Persons’ knowledge, no Reporting Person or Control Person has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent

 

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jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Information regarding the executive officers, managers or other persons controlling EnCap Fund VIII, EnCap Fund VIII Co-Invest, EnCap Fund IX, EnCap Partners GP, Travis Peak and TPR Residual is set forth on Schedule 1, Schedule 2, Schedule 3, Schedule 4 and Schedule 5 attached hereto (collectively, the “Control Persons”), which Schedules are hereby incorporated by reference. All such persons are citizens of the United States.

 

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of the Original Schedule 13D is amended to include the following after the final paragraph:

On February 4, 2019, Travis Peak contributed 37,823,596 shares of Class B Common Stock to TPR Residual (the “TPR Contribution”) as a contribution to capital in connection with the closing of the transactions contemplated by that certain Contribution Agreement (the “TPR Contribution Agreement”), dated as of February 4, 2019, by and between Travis Peak and TPR Residual.

 

Item 4.

Purpose of Transaction.

Item 4 of the Original Schedule 13D is amended to include the following after the final paragraph:

TPR Contribution Agreement

On February 4, 2019, Travis Peak consummated the TPR Contribution Agreement, pursuant to which, among other things, Travis Peak and TPR Residual effected the TPR Contribution.

The foregoing description of the TPR Contribution Agreement does not purport to be complete and is qualified in its entirety by reference to the TPR Contribution Agreement, a copy of which is filed as Exhibit 2.11 to this Amendment and incorporated herein by reference.

Joinder to EnCap Lock-Up Agreement

On February 4, 2019, in connection with the TPR Contribution, TPR Residual entered in a joinder agreement (the “Lock-Up Agreement Joinder”) whereby it became a party to the EnCap Lock-Up Agreement, pursuant to which the EnCap Funds and TPR Residual have agreed, among other things, not to sell or dispose of any shares of Common Stock for a 60-day period commencing on the Effective Time, subject to certain exceptions.

The foregoing description of the Lock-Up Agreement Joinder does not purport to be complete and is qualified in its entirety by reference to the Lock-Up Agreement Joinder, a copy of which is filed as Exhibit 2.12 to this Amendment and incorporated herein by reference.

 

Item 5.

Interest in Securities of the Issuer.

Subparagraphs (a), (b), (c) and (e) of Item 5 of the Original Schedule 13D are amended and restated in their entirety as follows:

(a) The aggregate number and percentage of Common Stock beneficially owned by each Reporting Person is set forth in Items 7, 8, 9, 10, 11 and 13 of the cover pages to this Amendment relating to such Reporting Person and is incorporated by reference herein.

(b) EnCap Partners GP is the sole general partner of EnCap Partners, which is the managing member of EnCap Holdings, which is the sole member of EnCap Holdings Blocker. EnCap Holdings Blocker is the sole member of EnCap Investments GP, which is the sole general partner of EnCap Investments LP. EnCap Investments LP is the sole general partner of EnCap Fund VIII GP and EnCap Fund IX GP. EnCap Fund VIII GP is the sole general partner of each of EnCap Fund VIII and EnCap Fund VIII Co-Invest. EnCap Fund IX GP is the sole general partner of EnCap Fund IX. EnCap Partners GP has the sole power to vote or to direct the vote and to dispose or to direct the disposition of Common Stock held by the EnCap Funds.

 

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Travis Peak is member-managed by TPR Holding Company, LLC, a Delaware limited liability company (“TPR Holding”). TPR Holding is member-managed by EnCap Fund IX. As a result, EnCap Fund IX may be deemed to have the sole power to vote or direct the vote or to dispose or direct the disposition of the shares owned by Travis Peak.

TPR Residual is member-managed by EnCap Fund IX. As a result, EnCap Fund IX may be deemed to have the sole power to vote or direct the vote or to dispose or direct the disposition of the shares owned by TPR Residual.

(c) Other than as described in Item 3 or Item 4, no Reporting Person has effected any transactions in the shares of Common Stock during the 60 days preceding the date hereof.

(e) On February 4, 2019, Travis Peak ceased to be the beneficial owner of more than five percent of the outstanding shares of Common Stock.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Original Schedule 13D is amended to include the following after the final paragraph:

The descriptions of the TPR Contribution Agreement and the Lock-Up Agreement Joinder as set forth in Item 3 and Item 4 above are incorporated by reference herein in their entirety.

 

Item 7.

Material to Be Filed as Exhibits.

Item 7 of the Original Schedule 13D is amended and restated in its entirety as follows:

 

Exhibit Number		Description
Exhibit 1.1		Joint Filing Agreement dated February 6, 2019.
Exhibit 1.2		Underwriting Agreement dated June 19, 2014 (filed as Exhibit 1.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on June 24, 2014, and incorporated by reference herein).
Exhibit 2.1		Master Reorganization Agreement dated June 6, 2014 (filed as Exhibit 10.9 to Amendment No. 2 to the Issuer’s Registration Statement on Form S-1, and incorporated by reference herein).
Exhibit 2.2		Stockholders’ Agreement dated June 25, 2014 (filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on June 30, 2014, and incorporated by reference herein).
Exhibit 2.3		Securities Purchase Agreement dated December 27, 2014 (filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on December 29, 2014, and incorporated by reference herein).
Exhibit 2.4		Amended and Restated Registration Rights Agreement dated January 28, 2015 (filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on January 29, 2015, and incorporated by reference herein).
Exhibit 2.5		Contribution Agreement dated January 28, 2015 (filed as Exhibit 2.8 to Amendment No. 2 to the Original Schedule 13D and incorporated by reference herein).
Exhibit 2.6		Purchase and Sale Agreement dated December 8, 2017 (filed as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on December 12, 2017, and incorporated by reference herein).
Exhibit 2.7		Registration Rights Agreement dated as of January 18, 2018 (filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on January 22, 2018, and incorporated by reference herein).
Exhibit 2.8		Agreement and Plan of Merger, dated as of August 25, 2018, among Eclipse Resources Corporation, Everest Merger Sub Inc., and Blue Ridge Mountain Resources, Inc. (filed as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on August 27, 2018, and incorporated by reference herein).
Exhibit 2.9		Voting Agreement, dated as of August 25, 2018, among Eclipse Resources Corporation, Blue Ridge Mountain Resources, Inc. and the Stockholders of Eclipse Resources Corporation party thereto (filed as Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed with the SEC on August 27, 2018, and incorporated by reference herein).

 

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Exhibit Number		Description
Exhibit 2.10		Lock-Up Agreement, dated as of August 25, 2018, from the stockholders of Eclipse Resources Corporation party thereto (filed as Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed with the SEC on August 27, 2018, and incorporated by reference herein).
Exhibit 2.11		Contribution Agreement, dated as of February 4, 2019, between Travis Peak Resources, LLC and TPR Residual Assets, LLC.
Exhibit 2.12		Joinder Agreement, dated as of February 4, 2019, from the stockholders of Eclipse Resources Corporation party thereto.

 

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SIGNATURE

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

Date: February 6, 2019

 

 

13

 

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Schedule 3

CONTROL PERSONS OF

ENCAP PARTNERS GP

The name, business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of the general partner and each of the other control persons of EnCap Partners GP are set forth below:

EnCap Partners GP:

 

Name and Business Address		Capacity in which Serves		Principal Occupation		Name, Principal Business and Address of Organization in which Principal Occupation is  Conducted
David B. Miller 3811 Turtle Creek Blvd., Suite 2100 Dallas, Texas 75219		Managing Partner		Managing Partner		EnCap Partners GP, LLC 3811 Turtle Creek Blvd., Suite 2100 Dallas, Texas 75219
Gary R. Petersen 1100 Louisiana Street, Suite 4900, Houston, Texas 77002		Managing Partner		Managing Partner		EnCap Partners GP, LLC 1100 Louisiana Street, Suite 4900 Houston, Texas 77002
D. Martin Phillips 1100 Louisiana Street, Suite 4900, Houston, Texas 77002		Managing Partner		Managing Partner		EnCap Partners GP, LLC 1100 Louisiana Street, Suite 4900 Houston, Texas 77002
Robert L. Zorich 1100 Louisiana Street, Suite 4900, Houston, Texas 77002		Managing Partner		Managing Partner		EnCap Partners GP, LLC 1100 Louisiana Street, Suite 4900 Houston, Texas 77002
Jason M. DeLorenzo 1100 Louisiana Street, Suite 4900, Houston, Texas 77002		Managing Partner		Managing Partner		EnCap Partners GP, LLC 1100 Louisiana Street, Suite 4900 Houston, Texas 77002
Douglas E. Swanson, Jr. 1100 Louisiana Street, Suite 4900, Houston, Texas 77002		Managing Partner		Managing Partner		EnCap Partners GP, LLC 1100 Louisiana Street, Suite 4900 Houston, Texas 77002

 

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Schedule 5

CONTROL PERSONS OF

TPR RESIDUAL

The name, business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of the sole member and each of the other control persons of TPR Residual Assets, LLC are set forth below:

TPR Residual:

 

Name and Business Address		Capacity in which Serves		Principal Occupation		Name, Principal Business and Address of Organization in which Principal Occupation  is Conducted
EnCap Energy Capital Fund IX, L.P. 1100 Louisiana Street, Suite 4900 Houston, Texas 77002		Sole Member of TPR Residual Assets, LLC		n/a		n/a
EnCap Equity Fund IX GP, L.P. 1100 Louisiana Street, Suite 4900 Houston, Texas 77002		General Partner of EnCap Energy Capital Fund IX, L.P.		n/a		n/a
EnCap Investments L.P. 1100 Louisiana Street, Suite 4900 Houston, Texas 77002		General Partner of EnCap Equity Fund V IX GP, L.P.		n/a		n/a
EnCap Investments GP, L.L.C. 1100 Louisiana Street, Suite 4900 Houston, Texas 77002		General Partner of EnCap Investments L.P.		n/a		n/a
EnCap Investments Holdings, LLC 1100 Louisiana Street, Suite 4900 Houston, Texas 77002		Sole Member of EnCap Investments GP, L.L.C.		n/a		n/a
EnCap Partners, LP 1100 Louisiana Street, Suite 4900 Houston, Texas 77002		Managing Member of EnCap Investments Holdings, LLC		n/a		n/a
EnCap Partners GP, LLC 1100 Louisiana Street, Suite 4900 Houston, Texas 77002		General Partner of EnCap Partners, LP		n/a		n/a

On July 10, 2018, EnCap Investments L.P. entered into a settlement with the Securities and Exchange Commission (“SEC”) under which EnCap Investments L.P. consented to the entry of an order (the “Order”) that found that EnCap Investments L.P. violated Section 206(4) under the Investment Advisers Act of 1940 (the “Advisers Act”) and Rule 206(4)-5 thereunder. Solely for the purpose of settling the proceedings, EnCap Investments L.P. admitted to the SEC’s jurisdiction, the subject matter of these proceedings and consented to the Order. The Order required EnCap Investments L.P. to cease and desist from committing or causing any violations and any future violations of Section 206(4) of the Advisers Act and Rule 206(4)-5 thereunder, to be censured, and to pay a civil monetary penalty in the amount of $500,000 to the SEC.

 

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Exhibit 1.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share of ECLIPSE RESOURCES CORPORATION and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof each of the undersigned, being duly authorized, hereby execute this Agreement on the date set forth below.

 

Date: February 6, 2018
EnCap Energy Capital Fund VIII, L.P.
By:		EnCap Equity Fund VIII GP, L.P., its general partner
By:		EnCap Investments L.P., its general partner
By:		EnCap Investments GP, L.L.C, its general partner
By:		/s/ Douglas E. Swanson, Jr.
		Name: Douglas E. Swanson, Jr.
		Title: Managing Director
EnCap Energy Capital Fund VIII Co-Investors, L.P.
By:		EnCap Equity Fund VIII GP, L.P.,
		its general partner
By:		EnCap Investments L.P., its general partner
By:		EnCap Investments GP, L.L.C, its general partner
By:		/s/ Douglas E. Swanson, Jr.
		Name: Douglas E. Swanson, Jr.
		Title: Managing Director

EnCap Energy Capital Fund IX, L.P.
By:		EnCap Equity Fund IX GP, L.P., its general partner
By:		EnCap Investments L.P.,
		its general partner
By:		EnCap Investments GP, L.L.C,
		its general partner
By:		/s/ Douglas E. Swanson, Jr.
		Name: Douglas E. Swanson, Jr.
		Title: Managing Director
EnCap Partners GP, LLC
By:		/s/ Douglas E. Swanson, Jr.
		Name: Douglas E. Swanson, Jr.
		Title: Managing Partner
Travis Peak Resources, LLC
By:		TPR Holding Company, LLC,
		its sole member
By:		EnCap Equity Fund IX GP, L.P.,
		its sole member
By:		EnCap Investments L.P.,
		its general partner
By:		EnCap Investments GP, L.L.C,
		its general partner
By:		/s/ Douglas E. Swanson, Jr.
		Name: Douglas E. Swanson, Jr.
		Title: Managing Director

TPR Residual Assets, LLC
By:		EnCap Energy Capital Fund IX, L.P.,
		its sole member
By:		EnCap Equity Fund IX GP, L.P.,
		its general partner
By:		EnCap Investments L.P.,
		its general partner
By:		EnCap Investments GP, L.L.C.,
		its general partner
By:		/s/ Douglas E. Swanson, Jr.
		Name: Douglas E. Swanson, Jr.
		Title: Managing Director

Exhibit 2.11

CONTRIBUTION AGREEMENT

This Contribution Agreement (this “Agreement”), dated as of February 4, 2019 (the “Effective Date”), is entered into by and between Travis Peak Resources, LLC, a Delaware limited liability company (“Resources”), and TPR Residual Assets, LLC, a Delaware limited liability company (“Residual Holdco”). Resources and Residual Holdco are referred herein from time to time each as a “Party” and together as the “Parties.”

RECITALS

WHEREAS, Resources owns 37,823,596 shares of common stock of Eclipse Resources Corporation (the “Eclipse Stock”);

WHEREAS, Resources, as the sole member of Residual Holdco, desires to contribute to Residual Holdco all of Resources’ right, title and interest in and to the Eclipse Stock, in exchange for a 100% membership interest in Residual Holdco.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

AGREEMENTS

1.    Eclipse Stock Contribution. Effective as of 12:01 a.m. (Central Time) on the Effective Date (the “Effective Time”), (a) Resources hereby contributes, conveys, assigns, transfers and delivers to Residual Holdco all of Resources’ right, title and interest in and to the Eclipse Stock in exchange for a 100% membership interest in Residual Holdco, and (b) and Residual Holdco hereby accepts the Eclipse Stock and assumes and undertakes to perform and discharge any and all of the obligations of Resources attributable to the Eclipse Stock.

2.    Disclaimer.

(a)    EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR ANY OTHER DOCUMENT ENTERED INTO IN CONNECTION HEREWITH (EACH, A “TRANSACTION DOCUMENT”), THE PARTIES ACKNOWLEDGE AND AGREE THAT NO PARTY HAS MADE OR DOES MAKE (AND NO PARTY IS RELYING UPON), AND EACH SUCH PARTY SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT, REGARDING THE ECLIPSE STOCK, AND EACH PARTY ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CONTRIBUTION OF THE ECLIPSE STOCK AS PROVIDED FOR HEREIN IS MADE ON AN “AS IS”, “WHERE IS” BASIS WITH ALL FAULTS. THIS SECTION 2 SHALL SURVIVE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

(b)    EACH PARTY ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS CONTAINED IN THIS SECTION 2 ARE “CONSPICUOUS” DISCLAIMERS FOR PURPOSES OF APPLICABLE LAW. ANY COVENANTS IMPLIED BY STATUTE OR LAW BY THE USE OF THE WORDS “CONTRIBUTE,” “CONVEY,” “ASSIGN,” “TRANSFER,” OR “DELIVER” OR ANY OF THEM OR ANY OTHER WORDS USED IN THIS AGREEMENT ARE HEREBY EXPRESSLY DISCLAIMED, WAIVED OR NEGATED.

(c)    Each Party hereby waives compliance with any applicable bulk sales law or any similar law in any applicable jurisdiction in respect of the transactions contemplated by this Agreement.

3.    Further Assurances. From and after the Effective Time, and without any further consideration, the Parties shall take all such actions, including executing and delivering all such documents and certificates, as may be deemed necessary or appropriate to evidence the transactions set forth in this Agreement and to carry out the intent and purposes of this Agreement.

4.    Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

5.    No Third Party Rights. The provisions of this Agreement are intended to bind the Parties as to each other and are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies, and no person is or is intended or shall be deemed to be a third party beneficiary of any of the provisions of this Agreement.

6.    Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware without reference to principles of conflicts of law that would result in the application of the laws of another jurisdiction.

7.    Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. If any provision of this Agreement is, to any extent, held invalid or unenforceable in any respect under applicable law, the Parties shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by applicable law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the Parties to the greatest extent legally permissible.

8.    Amendments. Subject to the provisions of applicable law, this Agreement may be amended, modified or supplemented only by a written instrument executed and delivered by the Parties.

9.    Integration. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained in this Agreement, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

 

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10.    Headings; References, Interpretation. All headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, and not to any particular provision of this Agreement. All references herein to Sections shall, unless the context requires a different construction, be deemed to be references to the Sections of this Agreement. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation,” “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.

11.    Counterparts. This Agreement may be executed in one or more counterparts, including electronic, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The delivery of an executed counterpart copy of this Agreement by facsimile or electronic transmission in portable document format (.pdf) shall be deemed to be the equivalent of delivery of the originally executed copy thereof.

[Signature Page Follows]

 

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IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the Effective Time.

 

 

Signature Page to Contribution Agreement

Exhibit 2.12

JOINDER AGREEMENT

This Joinder Agreement (this “Joinder”), dated as of February 4, 2019, is entered into by TPR Residual Assets, LLC, a Delaware limited liability company (“Residual Holdco”), pursuant to that certain letter agreement, dated as of August 25, 2018 (the “Lock-Up Agreement”), entered into by EnCap Energy Capital Fund VIII, L.P., a Texas limited partnership, EnCap Energy Capital Fund VIII Co-Investors, L.P., a Texas limited partnership, EnCap Energy Capital Fund IX, L.P., a Texas limited partnership, and Travis Peak Resources, LLC, a Delaware limited liability company (“Resources”), for the benefit of Eclipse Resources Corporation, a Delaware corporation (“Parent”), and Blue Ridge Mountain Resources, Inc., a Delaware corporation (the “Company”). Each capitalized term used and not otherwise defined in this Joinder has the meaning given to such term in the Lock-Up Agreement.

Residual Holdco agrees, for the benefit of Parent and the Company, that Residual Holdco shall be bound by all of the terms and conditions of the Lock-Up Agreement, as if Residual Holdco were an original party thereto, effective upon the transfer by Resources to Residual Holdco of any shares of Parent Common Stock held by Resources. As promptly as reasonably practicable after the occurrence of any such transfer, Residual Holdco shall provide written notice thereof to Parent and the Company, specifying the number of shares of Parent Common Stock so transferred.

This Joinder shall serve as a counterpart signature page to, and shall be governed by the terms of, the Lock-Up Agreement. This Joinder shall not be amended or modified except by an instrument in writing executed by Residual Holdco, Parent and, prior to the effective time of the Merger, the Company. This Joinder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof.

[Signature Page Follows]

IN WITNESS WHEREOF, Residual Holdco has executed this Joinder as of the date first written above.

 

Signature Page to Joinder Agreement