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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and
Amendments Thereto Filed Pursuant to § 240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Centennial Resource Development, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
15136A102
(CUSIP Number)
Dianna Rosser Aprile
c/o Riverstone Holdings LLC
712 Fifth Avenue, 36th Floor
New York, NY 10019
(212) 993-0076
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 4, 2017
(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. o
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 persons 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. 15136A102 |
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SEC Use Only | ||||
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Source of Funds (See Instructions) | ||||
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
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Citizenship or Place of Organization | ||||
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Number of |
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Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
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Percent of Class Represented by Amount in Row (11) | ||||
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CUSIP No. 15136A102 |
13D | |||||
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Check the Appropriate Box if a Member of a Group | ||||
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(a) |
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SEC Use Only | ||||
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Source of Funds (See Instructions) | ||||
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
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Citizenship or Place of Organization | ||||
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Sole Voting Power | ||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | ||||
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Percent of Class Represented by Amount in Row (11) | ||||
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Type of Reporting Person | ||||
CUSIP No. 15136A102 |
13D | |||||
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Names of Reporting Persons | ||||
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Check the Appropriate Box if a Member of a Group | ||||
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(b) |
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SEC Use Only | ||||
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Source of Funds (See Instructions) | ||||
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
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Citizenship or Place of Organization | ||||
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Number of |
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Sole Voting Power | ||||
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Shared Dispositive Power | |||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | ||||
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Percent of Class Represented by Amount in Row (11) | ||||
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CUSIP No. 15136A102 |
13D | |||||
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Names of Reporting Persons | ||||
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Check the Appropriate Box if a Member of a Group | ||||
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(a) |
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SEC Use Only | ||||
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Source of Funds (See Instructions) | ||||
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
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Citizenship or Place of Organization | ||||
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Number of |
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Sole Voting Power | ||||
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Shared Voting Power | |||||
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Sole Dispositive Power | |||||
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Shared Dispositive Power | |||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | ||||
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Percent of Class Represented by Amount in Row (11) | ||||
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Type of Reporting Person | ||||
CUSIP No. 15136A102 |
13D | |||||
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1 |
Names of Reporting Persons | ||||
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Check the Appropriate Box if a Member of a Group | ||||
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(a) |
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(b) |
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SEC Use Only | ||||
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Source of Funds (See Instructions) | ||||
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
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Citizenship or Place of Organization | ||||
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Number of |
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Sole Voting Power | ||||
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Shared Voting Power | |||||
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Sole Dispositive Power | |||||
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Shared Dispositive Power | |||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | ||||
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Percent of Class Represented by Amount in Row (11) | ||||
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Type of Reporting Person | ||||
CUSIP No. 15136A102 |
13D | |||||
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1 |
Names of Reporting Persons | ||||
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Check the Appropriate Box if a Member of a Group | ||||
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(a) |
o | |||
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(b) |
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3 |
SEC Use Only | ||||
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Source of Funds (See Instructions) | ||||
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
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Citizenship or Place of Organization | ||||
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Number of |
7 |
Sole Voting Power | ||||
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Shared Voting Power | |||||
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Sole Dispositive Power | |||||
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Shared Dispositive Power | |||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | ||||
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Percent of Class Represented by Amount in Row (11) | ||||
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Type of Reporting Person | ||||
CUSIP No. 15136A102 |
13D | |||||
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1 |
Names of Reporting Persons | ||||
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Check the Appropriate Box if a Member of a Group | ||||
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(a) |
o | |||
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(b) |
o | |||
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3 |
SEC Use Only | ||||
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4 |
Source of Funds (See Instructions) | ||||
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
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6 |
Citizenship or Place of Organization | ||||
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Number of |
7 |
Sole Voting Power | ||||
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Shared Voting Power | |||||
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Sole Dispositive Power | |||||
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Shared Dispositive Power | |||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | ||||
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Percent of Class Represented by Amount in Row (11) | ||||
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Type of Reporting Person | ||||
CUSIP No. 15136A102 |
13D | |||||
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1 |
Names of Reporting Persons | ||||
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Check the Appropriate Box if a Member of a Group | ||||
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(a) |
o | |||
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(b) |
o | |||
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3 |
SEC Use Only | ||||
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4 |
Source of Funds (See Instructions) | ||||
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5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
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6 |
Citizenship or Place of Organization | ||||
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Number of |
7 |
Sole Voting Power | ||||
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8 |
Shared Voting Power | |||||
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9 |
Sole Dispositive Power | |||||
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10 |
Shared Dispositive Power | |||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
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12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | ||||
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13 |
Percent of Class Represented by Amount in Row (11) | ||||
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14 |
Type of Reporting Person | ||||
CUSIP No. 15136A102 |
13D | |||||
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1 |
Names of Reporting Persons | ||||
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2 |
Check the Appropriate Box if a Member of a Group | ||||
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(a) |
o | |||
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(b) |
o | |||
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3 |
SEC Use Only | ||||
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4 |
Source of Funds (See Instructions) | ||||
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5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
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6 |
Citizenship or Place of Organization | ||||
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Number of |
7 |
Sole Voting Power | ||||
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8 |
Shared Voting Power | |||||
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9 |
Sole Dispositive Power | |||||
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10 |
Shared Dispositive Power | |||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
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12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | ||||
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13 |
Percent of Class Represented by Amount in Row (11) | ||||
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14 |
Type of Reporting Person | ||||
CUSIP No. 15136A102 |
13D | |||||
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1 |
Names of Reporting Persons | ||||
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2 |
Check the Appropriate Box if a Member of a Group | ||||
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(a) |
o | |||
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(b) |
o | |||
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3 |
SEC Use Only | ||||
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4 |
Source of Funds (See Instructions) | ||||
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5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
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6 |
Citizenship or Place of Organization | ||||
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Number of |
7 |
Sole Voting Power | ||||
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8 |
Shared Voting Power | |||||
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9 |
Sole Dispositive Power | |||||
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10 |
Shared Dispositive Power | |||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
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12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | ||||
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13 |
Percent of Class Represented by Amount in Row (11) | ||||
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14 |
Type of Reporting Person | ||||
CUSIP No. 15136A102 |
13D | |||||
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1 |
Names of Reporting Persons | ||||
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2 |
Check the Appropriate Box if a Member of a Group | ||||
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(a) |
o | |||
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(b) |
o | |||
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3 |
SEC Use Only | ||||
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4 |
Source of Funds (See Instructions) | ||||
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5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
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6 |
Citizenship or Place of Organization | ||||
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Number of |
7 |
Sole Voting Power | ||||
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8 |
Shared Voting Power | |||||
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9 |
Sole Dispositive Power | |||||
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10 |
Shared Dispositive Power | |||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
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12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | ||||
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13 |
Percent of Class Represented by Amount in Row (11) | ||||
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14 |
Type of Reporting Person | ||||
CUSIP No. 15136A102 |
13D | |||||
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1 |
Names of Reporting Persons | ||||
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2 |
Check the Appropriate Box if a Member of a Group | ||||
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(a) |
o | |||
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(b) |
o | |||
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3 |
SEC Use Only | ||||
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4 |
Source of Funds (See Instructions) | ||||
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5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
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6 |
Citizenship or Place of Organization | ||||
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Number of |
7 |
Sole Voting Power | ||||
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8 |
Shared Voting Power | |||||
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9 |
Sole Dispositive Power | |||||
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10 |
Shared Dispositive Power | |||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
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12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | ||||
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13 |
Percent of Class Represented by Amount in Row (11) | ||||
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14 |
Type of Reporting Person | ||||
CUSIP No. 15136A102 |
13D | |||||
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1 |
Names of Reporting Persons | ||||
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2 |
Check the Appropriate Box if a Member of a Group | ||||
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(a) |
o | |||
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(b) |
o | |||
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3 |
SEC Use Only | ||||
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4 |
Source of Funds (See Instructions) | ||||
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5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
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6 |
Citizenship or Place of Organization | ||||
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Number of |
7 |
Sole Voting Power | ||||
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8 |
Shared Voting Power | |||||
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9 |
Sole Dispositive Power | |||||
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10 |
Shared Dispositive Power | |||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
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12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | ||||
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13 |
Percent of Class Represented by Amount in Row (11) | ||||
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14 |
Type of Reporting Person | ||||
CUSIP No. 15136A102 |
13D | |||||
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1 |
Names of Reporting Persons | ||||
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2 |
Check the Appropriate Box if a Member of a Group | ||||
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(a) |
o | |||
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(b) |
o | |||
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3 |
SEC Use Only | ||||
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4 |
Source of Funds (See Instructions) | ||||
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5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
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6 |
Citizenship or Place of Organization | ||||
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Number of |
7 |
Sole Voting Power | ||||
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8 |
Shared Voting Power | |||||
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9 |
Sole Dispositive Power | |||||
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10 |
Shared Dispositive Power | |||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
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12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | ||||
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13 |
Percent of Class Represented by Amount in Row (11) | ||||
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14 |
Type of Reporting Person | ||||
CUSIP No. 15136A102 |
13D | |||||
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1 |
Names of Reporting Persons | ||||
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2 |
Check the Appropriate Box if a Member of a Group | ||||
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(a) |
o | |||
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(b) |
o | |||
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3 |
SEC Use Only | ||||
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4 |
Source of Funds (See Instructions) | ||||
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5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
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6 |
Citizenship or Place of Organization | ||||
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Number of |
7 |
Sole Voting Power | ||||
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8 |
Shared Voting Power | |||||
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9 |
Sole Dispositive Power | |||||
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10 |
Shared Dispositive Power | |||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
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12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | ||||
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13 |
Percent of Class Represented by Amount in Row (11) | ||||
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14 |
Type of Reporting Person | ||||
CUSIP No. 15136A102 |
13D | |||||
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1 |
Names of Reporting Persons | ||||
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2 |
Check the Appropriate Box if a Member of a Group | ||||
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(a) |
o | |||
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(b) |
o | |||
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3 |
SEC Use Only | ||||
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4 |
Source of Funds (See Instructions) | ||||
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5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
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6 |
Citizenship or Place of Organization | ||||
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Number of |
7 |
Sole Voting Power | ||||
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8 |
Shared Voting Power | |||||
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9 |
Sole Dispositive Power | |||||
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10 |
Shared Dispositive Power | |||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
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12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | ||||
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13 |
Percent of Class Represented by Amount in Row (11) | ||||
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14 |
Type of Reporting Person | ||||
CUSIP No. 15136A102 |
13D | |||||
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1 |
Names of Reporting Persons | ||||
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2 |
Check the Appropriate Box if a Member of a Group | ||||
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(a) |
o | |||
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(b) |
o | |||
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3 |
SEC Use Only | ||||
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4 |
Source of Funds (See Instructions) | ||||
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5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
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6 |
Citizenship or Place of Organization | ||||
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Number of |
7 |
Sole Voting Power | ||||
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8 |
Shared Voting Power | |||||
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9 |
Sole Dispositive Power | |||||
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10 |
Shared Dispositive Power | |||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
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12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | ||||
| ||||||
|
13 |
Percent of Class Represented by Amount in Row (11) | ||||
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14 |
Type of Reporting Person | ||||
CUSIP No. 15136A102 |
13D | |||||
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1 |
Names of Reporting Persons | ||||
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2 |
Check the Appropriate Box if a Member of a Group | ||||
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(a) |
o | |||
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(b) |
o | |||
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3 |
SEC Use Only | ||||
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4 |
Source of Funds (See Instructions) | ||||
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5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
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6 |
Citizenship or Place of Organization | ||||
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Number of |
7 |
Sole Voting Power | ||||
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8 |
Shared Voting Power | |||||
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9 |
Sole Dispositive Power | |||||
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10 |
Shared Dispositive Power | |||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
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12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | ||||
| ||||||
|
13 |
Percent of Class Represented by Amount in Row (11) | ||||
| ||||||
|
14 |
Type of Reporting Person | ||||
CUSIP No. 15136A102 |
13D | |||||
| ||||||
|
1 |
Names of Reporting Persons | ||||
| ||||||
|
2 |
Check the Appropriate Box if a Member of a Group | ||||
|
|
(a) |
o | |||
|
|
(b) |
o | |||
| ||||||
|
3 |
SEC Use Only | ||||
| ||||||
|
4 |
Source of Funds (See Instructions) | ||||
| ||||||
|
5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
| ||||||
|
6 |
Citizenship or Place of Organization | ||||
| ||||||
Number of |
7 |
Sole Voting Power | ||||
| ||||||
8 |
Shared Voting Power | |||||
| ||||||
9 |
Sole Dispositive Power | |||||
| ||||||
10 |
Shared Dispositive Power | |||||
| ||||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
| ||||||
|
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | ||||
| ||||||
|
13 |
Percent of Class Represented by Amount in Row (11) | ||||
| ||||||
|
14 |
Type of Reporting Person | ||||
CUSIP No. 15136A102 |
13D | |||||
| ||||||
|
1 |
Names of Reporting Persons | ||||
| ||||||
|
2 |
Check the Appropriate Box if a Member of a Group | ||||
|
|
(a) |
o | |||
|
|
(b) |
o | |||
| ||||||
|
3 |
SEC Use Only | ||||
| ||||||
|
4 |
Source of Funds (See Instructions) | ||||
| ||||||
|
5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
| ||||||
|
6 |
Citizenship or Place of Organization | ||||
| ||||||
Number of |
7 |
Sole Voting Power | ||||
| ||||||
8 |
Shared Voting Power | |||||
| ||||||
9 |
Sole Dispositive Power | |||||
| ||||||
10 |
Shared Dispositive Power | |||||
| ||||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
| ||||||
|
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | ||||
| ||||||
|
13 |
Percent of Class Represented by Amount in Row (11) | ||||
| ||||||
|
14 |
Type of Reporting Person | ||||
CUSIP No. 15136A102 |
13D | |||||
| ||||||
|
1 |
Names of Reporting Persons | ||||
| ||||||
|
2 |
Check the Appropriate Box if a Member of a Group | ||||
|
|
(a) |
o | |||
|
|
(b) |
o | |||
| ||||||
|
3 |
SEC Use Only | ||||
| ||||||
|
4 |
Source of Funds (See Instructions) | ||||
| ||||||
|
5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
| ||||||
|
6 |
Citizenship or Place of Organization | ||||
| ||||||
Number of |
7 |
Sole Voting Power | ||||
| ||||||
8 |
Shared Voting Power | |||||
| ||||||
9 |
Sole Dispositive Power | |||||
| ||||||
10 |
Shared Dispositive Power | |||||
| ||||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | ||||
| ||||||
|
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | ||||
| ||||||
|
13 |
Percent of Class Represented by Amount in Row (11) | ||||
| ||||||
|
14 |
Type of Reporting Person | ||||
CUSIP No. 15136A102 |
13D |
Explanatory Note
This Amendment No. 3 to Schedule 13D (this Amendment No. 3) amends and supplements the Statement on Schedule 13D filed with the United States Securities and Exchange Commission on October 21, 2016 (as amended to date, the Statement), relating to the Class A Common Stock (the Class A Common Stock) of Centennial Resource Development, Inc. (formerly known as Silver Run Acquisition Corporation) (the Issuer). Capitalized terms used herein without definition shall have the meaning set forth in the Statement.
Item 2. Identity and Background.
Item 2 of the Statement is amended and restated in its entirety as follows:
This statement is being filed by the following persons (each a Reporting Person and, collectively, the Reporting Persons):
(1) Silver Run Sponsor, LLC (Silver Run Sponsor);
(2) Silver Run Sponsor Manager, LLC (Silver Run Manager);
(3) Riverstone Centennial Holdings, L.P. (Riverstone Centennial);
(4) Riverstone VI REL Holdings GP, LLC (Riverstone REL);
(5) REL US Centennial Holdings, LLC (REL US);
(6) REL IP General Partner LP (REL IP);
(7) REL IP General Partner Limited (REL IP GP);
(8) Riverstone Energy Limited Investment Holdings, LP (Riverstone Investment);
(9) Riverstone Holdings II (Cayman) Ltd. (Riverstone Holdings II);
(10) Riverstone Non-ECI USRPI AIV, L.P. (Riverstone Non-ECI);
(11) Riverstone Non-ECI USRPI AIV GP, L.L.C. (Riverstone Non-ECI GP);
(12) Riverstone Non-ECI Partners GP (Cayman), L.P. (Non-ECI Cayman);
(13) Riverstone Non-ECI Partners GP Cayman LLC (Non-ECI Cayman GP);
(14) Riverstone Non-ECI GP Ltd. (Non-ECI GP Ltd. and, together with Non-ECI Cayman, Riverstone Holdings II, Riverstone Investment, REL IP GP and REL IP, the Riverstone Cayman Entities);
(15) Riverstone VI Centennial QB Holdings, L.P. (Riverstone QB Holdings);
(16) Riverstone Energy Partners VI, L.P. (Riverstone Energy Partners);
(17) Riverstone Energy GP VI, LLC (Riverstone Energy GP);
(18) Riverstone Energy GP VI Corp (Riverstone Energy Corp);
(19) Riverstone Holdings LLC (Riverstone Holdings);
(20) Riverstone/Gower Mgmt Co Holdings, L.L.C.; (Riverstone/Gower);
(21) Riverstone Management Group, L.L.C. (Riverstone Management and, together with Riverstone Centennial, Riverstone REL, REL US, Riverstone Non-ECI, Riverstone Non-ECI Cayman GP, Riverstone QB Holdings, Riverstone Energy Partners, Riverstone Energy GP, and
CUSIP No. 15136A102 |
13D |
Riverstone Energy Corp, Riverstone Holdings, and Riverstone/Gower the Riverstone Delaware Entities);
(22) David M. Leuschen (Mr. Leuschen); and
(23) Pierre F. Lapeyre, Jr. (Mr. Lapeyre).
Silver Run Sponsor, Silver Run Manager, and the Riverstone Delaware Entities are each organized under the laws of the State of Delaware. The Riverstone Cayman Entities are each organized the laws of the Cayman Islands. The business address of each of Silver Run Sponsor and Silver Run Manager is 1000 Louisiana St., Suite 1450, Houston, Texas 77002. The business address of each of the Riverstone Delaware Entities and Riverstone Cayman entities is c/o Riverstone Holdings LLC, 712 Fifth Avenue, 36th Floor, New York, NY 10019. Silver Run Sponsor, Silver Run Manager, the Riverstone Delaware Entities and the Riverstone Cayman Entities are principally engaged in the business of investing in securities, including the Issuer.
Information with respect to the executive officers and directors of Silver Run Sponsor, Silver Run Manager, the Riverstone Delaware Entities and the Riverstone Cayman Entities (collectively, the Related Persons), including name, business address, present principal occupation or employment and the organization in which such employment is conducted, and citizenship is listed on the attached Schedule A, which is incorporated herein by reference.
Mr. Leuschen and Mr. Lapeyre are citizens of the United States of America. They are the founders and senior managing directors of Riverstone Holdings. The business address of Mr. Leuschen and Mr. Lapeyre is 712 Fifth Avenue, 36th Floor, New York, NY 10019.
During the last five years, none of the Reporting Persons or Related Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent 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.
CUSIP No. 15136A102 |
13D |
Item 5. Interest in Securities of the Issuer.
Item 5 of the Statement is amended and restated in its entirety as follows:
(a) (b)
The following sets forth, as of the date hereof, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 207,595,078 shares of Class A Common Stock outstanding as of April 17, 2017, and assumes the conversion of all shares of Series B Preferred Stock beneficially owned by the Reporting Persons into Class A Common Stock.
Reporting Person |
|
Amount |
|
Percent |
|
Sole |
|
Shared |
|
Sole |
|
Shared |
|
Silver Run Sponsor, LLC |
|
20,380,000 |
|
9.5 |
% |
0 |
|
20,380,000 |
|
0 |
|
20,380,000 |
|
Silver Run Sponsor Manager, LLC |
|
20,380,000 |
|
9.5 |
% |
0 |
|
20,380,000 |
|
0 |
|
20,380,000 |
|
REL US Centennial Holdings, LLC |
|
23,888,921 |
|
11.2 |
% |
0 |
|
23,888,921 |
|
0 |
|
23,888,921 |
|
REL IP General Partner LP |
|
23,888,921 |
|
11.2 |
% |
0 |
|
23,888,921 |
|
0 |
|
23,888,921 |
|
REL IP General Partner Limited |
|
23,888,921 |
|
11.2 |
% |
0 |
|
23,888,921 |
|
0 |
|
23,888,921 |
|
Riverstone Energy Limited Investment Holdings, LP |
|
23,888,921 |
|
11.2 |
% |
0 |
|
23,888,921 |
|
0 |
|
23,888,921 |
|
Riverstone Holdings II (Cayman) Ltd. |
|
23,888,921 |
|
11.2 |
% |
0 |
|
23,888,921 |
|
0 |
|
23,888,921 |
|
Riverstone Non-ECI USRPI AIV, L.P. |
|
5,869,889 |
|
2.8 |
% |
0 |
|
5,869,889 |
|
0 |
|
5,869,889 |
|
Riverstone Non-ECI USRPI AIV GP, L.L.C. |
|
5,869,889 |
|
2.8 |
% |
0 |
|
5,869,889 |
|
0 |
|
5,869,889 |
|
Riverstone Non-ECI Partners GP (Cayman), L.P. |
|
5,869,889 |
|
2.8 |
% |
0 |
|
5,869,889 |
|
0 |
|
5,869,889 |
|
Riverstone Non-ECI GP Cayman LLC |
|
5,869,889 |
|
2.8 |
% |
0 |
|
5,869,889 |
|
0 |
|
5,869,889 |
|
Riverstone Non-ECI GP Ltd. |
|
5,869,889 |
|
2.8 |
% |
0 |
|
5,869,889 |
|
0 |
|
5,869,889 |
|
Riverstone VI Centennial QB Holdings, L.P. |
|
80,819,780 |
|
35.7 |
% |
0 |
|
80,819,780 |
|
0 |
|
80,819,780 |
|
Riverstone Energy Partners VI, L.P. |
|
80,819,780 |
|
35.7 |
% |
0 |
|
80,819,780 |
|
0 |
|
80,819,780 |
|
Riverstone Energy GP VI, LLC |
|
80,819,780 |
|
35.7 |
% |
0 |
|
80,819,780 |
|
0 |
|
80,819,780 |
|
Riverstone Energy GP VI Corp |
|
80,819,780 |
|
35.7 |
% |
0 |
|
80,819,780 |
|
0 |
|
80,819,780 |
|
Riverstone Holdings LLC |
|
101,199,780 |
|
43.1 |
% |
0 |
|
101,199,780 |
|
0 |
|
101,199,780 |
|
Riverstone Management Group, L.L.C. |
|
125,088,701 |
|
52.1 |
% |
0 |
|
125,088,701 |
|
0 |
|
125,088,701 |
|
Riverstone/Gower Mgmt Co Holdings, L.L.C. |
|
125,088,701 |
|
52.1 |
% |
0 |
|
125,088,701 |
|
0 |
|
125,088,701 |
|
David M. Leuschen |
|
130,958,590 |
|
54.2 |
% |
0 |
|
130,958,590 |
|
0 |
|
130,958,590 |
|
Pierre F. Lapeyre Jr. |
|
130,958,590 |
|
54.2 |
% |
0 |
|
130,958,590 |
|
0 |
|
130,958,590 |
|
CUSIP No. 15136A102 |
13D |
Silver Run Sponsor is the record holder of 12,380,000 shares of Class A Common Stock and warrants to purchase an additional 8,000,000 shares of Class A Common Stock that are exercisable at any time. REL US is the record holder of 18,250,421 shares of Class A Common Stock and 22,554 shares of Series B Preferred Stock. Riverstone Non-ECI is the record holder of 4,484,389 shares of Class A Common Stock and 5,542 shares of Series B Preferred Stock. Riverstone QB Holdings is the record holder of 61,743,780 shares of Class A Common Stock and 76,304 shares of Series B Preferred Stock.
Mr. Leuschen and Mr. Lapeyre are the managing directors of Riverstone Management and have or share voting and investment discretion with respect to the securities beneficially owned by Riverstone Management. Riverstone Management is the managing member of Riverstone/Gower, which is the sole member of Riverstone Holdings and the sole shareholder of Riverstone Holdings II. Riverstone Holdings is the managing member of Silver Run Manager, which is the managing member of Silver Run Sponsor. As such, each of Silver Run Manager, Riverstone Management, Riverstone/Gower, Riverstone Holdings, Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the securities held directly by Silver Run Sponsor. Each such entity or person disclaims beneficial ownership of these securities.
Riverstone Holdings is also the sole shareholder of Riverstone Energy Corp, which is the managing member of Riverstone Energy GP, which is the general partner of Riverstone Energy Partners, which is the general partner of Riverstone QB Holdings. Riverstone Energy GP is managed by an eight person managing committee consisting of Mr. Lapeyre, Mr. Leuschen, James T. Hackett, Michael B. Hoffman, and N. John Lancaster and, on a rotating basis, one of E. Bartow Jones, Baran Tekkora and Robert M. Tichio. As such, each of Riverstone Energy Partners, Riverstone Energy GP, Riverstone Energy Corp, Riverstone Holdings, Riverstone/Gower, Riverstone Management, Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the securities held directly by Riverstone QB Holdings. Each such entity or person disclaims beneficial ownership of these securities.
Riverstone Holdings II is the general partner of Riverstone Investment, which is the sole shareholder of REL IP GP, which is the general partner of REL IP, which is the managing member of REL US. As such, each of REL IP, REL IP GP, Riverstone Holdings II, Riverstone, Riverstone/Gower, Riverstone Management, Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the securities held directly by REL US. Each such entity or person disclaims beneficial ownership of these securities.
Non-ECI GP Ltd. is the sole member of Non-ECI Cayman GP, which is the general partner of Non-ECI Cayman, which is the sole member of Riverstone Non-ECI GP, which is the general partner of Riverstone Non-ECI. Non-ECI GP Ltd. is managed by Mr. Leuschen and Mr. Lapeyre, who have or share voting and investment discretion with respect to the securities held of record by Riverstone Non-ECI. As such, each of Riverstone Non-ECI GP, Non-ECI Cayman, Non-ECI Cayman GP, Non-ECI GP Ltd., Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the securities held directly by Riverstone Non-ECI. Each such entity or person disclaims beneficial ownership of these securities.
(c) None.
CUSIP No. 15136A102 |
13D |
(d) None.
(e) Not applicable.
Item 7. Materials to be Filed as Exhibits.
Item 7 of the Statement is amended to replace the Joint Filing Agreement previously filed as Exhibit 1 with the exhibit of the same number filed herewith:
Exhibit |
|
Description |
1 |
|
Joint Filing Agreement. |
CUSIP No. 15136A102 |
13D |
SIGNATURES
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: May 10, 2017
|
Silver Run Sponsor, LLC | |
|
By: |
Silver Run Sponsor Manager, LLC, its managing member |
|
|
|
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Managing Director |
|
|
|
|
|
|
|
Silver Run Sponsor Manager, LLC | |
|
| |
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Managing Director |
|
|
|
|
|
|
|
Riverstone Centennial Holdings, L.P. | |
|
By: |
Riverstone VI REL Holdings GP, LLC, |
|
|
its general partner |
|
|
|
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Managing Director |
|
|
|
|
|
|
|
Riverstone VI REL Holdings GP, LLC | |
|
| |
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Managing Director |
|
|
|
|
|
|
|
REL US Centennial Holdings, LLC | |
|
By: |
REL IP General Partner LP, its managing member |
|
By: |
REL IP General Partner Limited, its general partner |
|
|
|
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Director |
CUSIP No. 15136A102 |
13D |
|
REL IP General Partner LP | |
|
By: |
REL IP General Partner Limited, its general partner |
|
|
|
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Director |
|
|
|
|
|
|
|
REL IP General Partner Limited | |
|
| |
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Director |
|
|
|
|
|
|
|
Riverstone Energy Limited Investment Holdings, LP | |
|
By: |
Riverstone Holdings II (Cayman) Ltd., its general partner |
|
|
|
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Attorney-in-fact for David M. Leuschen, Director |
|
|
|
|
|
|
|
Riverstone Holdings II (Cayman) Ltd. | |
|
| |
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Attorney-in-fact for David M. Leuschen, Director |
|
|
|
|
|
|
|
Riverstone Non-ECI USRPI AIV, L.P. | |
|
By: |
Riverstone Non-ECI USRPI AIV GP, L.L.C., its general partner |
|
|
|
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Managing Director |
|
|
|
|
|
|
|
Riverstone Non-ECI USRPI AIV GP, L.L.C. | |
|
| |
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Managing Director |
CUSIP No. 15136A102 |
13D |
|
Riverstone Non-ECI Partners GP (Cayman), L.P. | |
|
By: |
Riverstone Non-ECI GP Cayman LLC, its general partner |
|
By: |
Riverstone Non-ECI GP Ltd., its sole member |
|
|
|
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Director |
|
|
|
|
|
|
|
Riverstone Non-ECI GP Cayman LLC | |
|
By: |
Riverstone Non-ECI GP Ltd., its sole member |
|
|
|
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Director |
|
|
|
|
|
|
|
Riverstone Non-ECI GP Ltd. | |
|
| |
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Director |
|
|
|
|
|
|
|
Riverstone VI Centennial QB Holdings, L.P. | |
|
By: |
Riverstone Energy Partners VI, L.P., its general partner |
|
By: |
Riverstone Energy GP VI, LLC, its general partner |
|
|
|
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Managing Director |
|
|
|
|
|
|
|
Riverstone Energy Partners VI, L.P. | |
|
By: |
Riverstone Energy GP VI, LLC, |
|
|
its general partner |
|
|
|
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Managing Director |
CUSIP No. 15136A102 |
13D |
|
Riverstone Energy GP VI, LLC | |
|
|
|
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Managing Director |
|
|
|
|
|
|
|
Riverstone Energy GP VI Corp | |
|
| |
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Vice President |
|
|
|
|
|
|
|
Riverstone Holdings LLC | |
|
| |
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Authorized Person |
|
|
|
|
|
|
|
Riverstone/Gower Mgmt Co Holdings, L.L.C. | |
|
| |
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Manager |
|
|
|
|
|
|
|
Riverstone Management Group, L.L.C. | |
|
|
|
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Manager |
|
|
|
|
|
|
|
David M. Leuschen | |
|
| |
|
By: |
/s/ Thomas J. Walker, attorney-in-fact |
|
|
|
|
|
|
|
Pierre F. Lapeyre, Jr. | |
|
| |
|
By: |
/s/ Thomas J. Walker, attorney-in-fact |
SCHEDULE A
The name, present principal occupation or employment and citizenship of each of the executive officers and directors of the Reporting Persons are set forth below. The business address of each individual is c/o Riverstone Holdings LLC, 712 Fifth Avenue, 36th Floor, New York, New York 10019.
Riverstone Management Group, L.L.C.
Name |
|
Present Principal Occupation or |
|
Citizenship |
Pierre F. Lapeyre, Jr. |
|
Founder and Senior Managing Director of Riverstone Holdings LLC |
|
United States |
David M. Leuschen |
|
Founder and Senior Managing Director of Riverstone Holdings LLC |
|
United States |
Riverstone/Gower Mgmt Co Holdings, L.L.C.
Name |
|
Present Principal Occupation or |
|
Citizenship |
Pierre F. Lapeyre, Jr. |
|
Founder and Senior Managing Director of Riverstone Holdings LLC |
|
United States |
David M. Leuschen |
|
Founder and Senior Managing Director of Riverstone Holdings LLC |
|
United States |
Riverstone Holdings LLC
Name |
|
Present Principal Occupation or |
|
Citizenship |
Pierre F. Lapeyre, Jr. |
|
Founder and Senior Managing Director of Riverstone Holdings LLC |
|
United States |
David M. Leuschen |
|
Founder and Senior Managing Director of Riverstone Holdings LLC |
|
United States |
Riverstone Energy GP VI Corp
Name |
|
Present Principal Occupation or |
|
Citizenship |
Pierre F. Lapeyre, Jr. |
|
Founder and Senior Managing Director of Riverstone Holdings LLC |
|
United States |
David M. Leuschen |
|
Founder and Senior Managing Director of Riverstone Holdings LLC |
|
United States |
Thomas J. Walker |
|
Partner of Riverstone Holdings LLC |
|
United States |
James T. Hackett |
|
Partner of Riverstone Holdings LLC |
|
United States |
Michael B. Hoffman |
|
Partner of Riverstone Holdings LLC |
|
United States |
N. John Lancaster |
|
Partner of Riverstone Holdings LLC |
|
United States |
Baran Tekkora |
|
Partner of Riverstone Holdings LLC |
|
United States |
E. Bartow Jones |
|
Partner of Riverstone Holdings LLC |
|
United States |
Riverstone Energy GP VI, LLC
Management Committee Members
Name |
|
Present Principal Occupation or |
|
Citizenship |
Pierre F. Lapeyre, Jr. |
|
Founder and Senior Managing Director of Riverstone Holdings LLC |
|
United States |
David M. Leuschen |
|
Founder and Senior Managing Director of Riverstone Holdings LLC |
|
United States |
James T. Hackett |
|
Partner of Riverstone Holdings LLC |
|
United States |
Michael B. Hoffman |
|
Partner of Riverstone Holdings LLC |
|
United States |
N. John Lancaster |
|
Partner of Riverstone Holdings LLC |
|
United States |
E. Bartow Jones* |
|
Partner of Riverstone Holdings LLC |
|
United States |
Baran Tekkora* |
|
Partner of Riverstone Holdings LLC |
|
United States |
Robert M. Tichio* |
|
Partner of Riverstone Holdings LLC |
|
United States |
* Serves on the Management Committee on a rotating basis.
REL IP General Partner Limited
Directors
Name |
|
Present Principal Occupation or |
|
Citizenship |
Thomas J. Walker |
|
Partner of Riverstone Holdings LLC |
|
United States |
Peter S. Coats |
|
Partner of Riverstone Holdings LLC |
|
United States |
Peter Haskopoulos |
|
Partner of Riverstone Holdings LLC |
|
United States |
Riverstone Holdings II (Cayman) Ltd.
Directors
Name |
|
Present Principal Occupation or |
|
Citizenship |
Pierre F. Lapeyre, Jr. |
|
Founder and Senior Managing Director of Riverstone Holdings LLC |
|
United States |
David M. Leuschen |
|
Founder and Senior Managing Director of Riverstone Holdings LLC |
|
United States |
Riverstone Non-ECI GP Ltd.
Directors
Name |
|
Present Principal Occupation or |
|
Citizenship |
Thomas J. Walker |
|
Partner of Riverstone Holdings LLC |
|
United States |
Peter Haskopoulos |
|
Partner of Riverstone Holdings LLC |
|
United States |
Exhibit 1
JOINT FILING AGREEMENT
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13D with respect to the Class A Common Stock of Centennial Resource Development, Inc. beneficially owned by each of them of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 10th day of May, 2017.
|
Silver Run Sponsor, LLC | |
|
By: |
Silver Run Sponsor Manager, LLC, its managing member |
|
|
|
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Managing Director |
|
|
|
|
|
|
|
Silver Run Sponsor Manager, LLC | |
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| |
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By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Managing Director |
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Riverstone Centennial Holdings, L.P. | |
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By: |
Riverstone VI REL Holdings GP, LLC, |
|
|
its general partner |
|
|
|
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Managing Director |
|
Riverstone VI REL Holdings GP, LLC | |
|
| |
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Managing Director |
|
|
|
|
|
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|
REL US Centennial Holdings, LLC | |
|
By: |
REL IP General Partner LP, its managing member |
|
By: |
REL IP General Partner Limited, its general partner |
|
|
|
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Director |
|
|
|
|
|
|
|
REL IP General Partner LP | |
|
By: |
REL IP General Partner Limited, its general partner |
|
|
|
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Director |
|
|
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|
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|
REL IP General Partner Limited | |
|
| |
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Director |
|
|
|
|
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|
|
Riverstone Energy Limited Investment Holdings, LP | |
|
By: |
Riverstone Holdings II (Cayman) Ltd., its general partner |
|
|
|
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Attorney-in-fact for David M. Leuschen, Director |
|
|
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|
Riverstone Holdings II (Cayman) Ltd. | |
|
|
|
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Attorney-in-fact for David M. Leuschen, Director |
|
Riverstone Non-ECI USRPI AIV, L.P. | |
|
By: |
Riverstone Non-ECI USRPI AIV GP, L.L.C., its general partner |
|
|
|
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Managing Director |
|
|
|
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|
|
Riverstone Non-ECI USRPI AIV GP, L.L.C. | |
|
| |
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Managing Director |
|
|
|
|
|
|
|
Riverstone Non-ECI Partners GP (Cayman), L.P. | |
|
By: |
Riverstone Non-ECI GP Cayman LLC, its general partner |
|
By: |
Riverstone Non-ECI GP Ltd., its sole member |
|
|
|
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Director |
|
|
|
|
|
|
|
Riverstone Non-ECI GP Cayman LLC | |
|
By: |
Riverstone Non-ECI GP Ltd., its sole member |
|
|
|
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Director |
|
|
|
|
|
|
|
Riverstone Non-ECI GP Ltd. | |
|
| |
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Director |
|
Riverstone VI Centennial QB Holdings, L.P. | |
|
By: |
Riverstone Energy Partners VI, L.P., its general partner |
|
By: |
Riverstone Energy GP VI, LLC, its general partner |
|
|
|
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Managing Director |
|
|
|
|
|
|
|
Riverstone Energy Partners VI, L.P. | |
|
By: |
Riverstone Energy GP VI, LLC, |
|
|
its general partner |
|
|
|
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Managing Director |
|
|
|
|
|
|
|
Riverstone Energy GP VI, LLC | |
|
| |
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Managing Director |
|
|
|
|
|
|
|
Riverstone Energy GP VI Corp | |
|
| |
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Vice President |
|
|
|
|
|
|
|
Riverstone Holdings LLC | |
|
| |
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Authorized Person |
|
Riverstone/Gower Mgmt Co Holdings, L.L.C. | |
|
| |
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Manager |
|
|
|
|
|
|
|
Riverstone Management Group, L.L.C. | |
|
| |
|
By: |
/s/ Thomas J. Walker |
|
Name: |
Thomas J. Walker |
|
Title: |
Manager |
|
|
|
|
|
|
|
David M. Leuschen | |
|
| |
|
By: |
/s/ Thomas J. Walker, attorney-in-fact |
|
|
|
|
|
|
|
Pierre F. Lapeyre, Jr. | |
|
| |
|
By: |
/s/ Thomas J. Walker, attorney-in-fact |