0000899140-20-000455.txt : 20201009 0000899140-20-000455.hdr.sgml : 20201009 20201008181957 ACCESSION NUMBER: 0000899140-20-000455 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20201009 DATE AS OF CHANGE: 20201008 GROUP MEMBERS: R/C ENERGY GP IV, LLC GROUP MEMBERS: R/C ENERGY IV DIRECT PARTNERSHIP, L.P. GROUP MEMBERS: R/C IV LIBERTY HOLDINGS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Liberty Oilfield Services Inc. CENTRAL INDEX KEY: 0001694028 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 814891595 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90255 FILM NUMBER: 201231725 BUSINESS ADDRESS: STREET 1: 950 17TH STREET STREET 2: SUITE 2400 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (303) 515-2800 MAIL ADDRESS: STREET 1: 950 17TH STREET STREET 2: SUITE 2400 CITY: DENVER STATE: CO ZIP: 80202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Riverstone/Carlyle Energy Partners IV, L.P. CENTRAL INDEX KEY: 0001534496 IRS NUMBER: 261546757 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS LLC STREET 2: 712 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-993-0076 MAIL ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS LLC STREET 2: 712 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 r37901192a.htm SCHEDULE 13D/A (AMENDMENT #6)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
SCHEDULE 13D/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)*
______________________
Liberty Oilfield Services Inc.
(Name of Issuer)

Class A Common Stock, $0.01 par value per share
(Title of Class of Securities)

53115L 104
(CUSIP Number)

Dianna Rosser Aprile
c/o Riverstone Holdings, LLC
712 Fifth Avenue, 36th Floor
New York, New York 10019
(212) 993-0076
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(with a copy to)

Jeffrey S. Hochman
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000

October 7, 2020
(Date of Event Which Requires Filing of Statement on Schedule 13D)
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), checking the following box. ☐

* 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. 53115L 104
Schedule 13D
Page 2 of 10 Pages
 
 
 
             
  1. 
 
 
 
Name of Reporting Person
 
Riverstone/Carlyle Energy Partners IV, 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
 
Delaware
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
 
  
 
  7. 
 
  
 
Sole Voting Power
 
0
 
  
 
  8.
 
  
 
Shared Voting Power
 
28,304,996*
 
  
 
  9.
 
  
 
Sole Dispositive Power
 
0
 
  
 
10.
 
  
 
Shared Dispositive Power
 
28,304,996*
 
 
11.
 
 
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
28,304,996*
 
 
12.
 
 
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐
 
 
 
13.
 
 
 
Percent of Class Represented by Amount in Row (11)
 
25.1%**
 
 
14.
 
 
 
Type of Reporting Person (See Instructions)
 
PN
 

* Represents 11,117,397 Common A Shares and 17,187,599 Common B Shares.
** Based on an aggregate of 84,853,162 Common A Shares and 28,080,525 Common B Shares outstanding as of August 28, 2020, as reported in the Issuer’s preliminary Schedule 14A filing on October 1, 2020.



CUSIP No. 53115L 104
Schedule 13D
Page 3 of 10 Pages
 
 
 
             
  1. 
 
 
 
Name of Reporting Person
 
R/C Energy IV Direct Partnership, 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
 
Delaware
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
 
  
 
  7. 
 
  
 
Sole Voting Power
 
0
 
  
 
  8.
 
  
 
Shared Voting Power
 
8,531,053*
 
  
 
  9.
 
  
 
Sole Dispositive Power
 
0
 
  
 
10.
 
  
 
Shared Dispositive Power
 
8,531,053*
 
 
11.
 
 
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
8,531,053*
 
 
12.
 
 
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐
 
 
 
13.
 
 
 
Percent of Class Represented by Amount in Row (11)
 
7.6%**
 
 
14.
 
 
 
Type of Reporting Person (See Instructions)
 
PN
 

* Represents 8,531,053 Common A Shares.
** Based on an aggregate of 84,853,162 Common A Shares and 28,080,525 Common B Shares outstanding as of August 28, 2020, as reported in the Issuer’s preliminary Schedule 14A filing on October 1, 2020.



CUSIP No. 53115L 104
Schedule 13D
Page 4 of 10 Pages
 
 
 
             
  1. 
 
 
 
Name of Reporting Person
 
R/C IV Liberty Holdings, 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
 
Delaware
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
 
  
 
  7. 
 
  
 
Sole Voting Power
 
0
 
  
 
  8.
 
  
 
Shared Voting Power
 
19,773,943*
 
  
 
  9.
 
  
 
Sole Dispositive Power
 
0
 
  
 
10.
 
  
 
Shared Dispositive Power
 
19,773,943*
 
 
11.
 
 
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
19,773,943*
 
 
12.
 
 
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐
 
 
 
13.
 
 
 
Percent of Class Represented by Amount in Row (11)
 
17.5%**
 
 
14.
 
 
 
Type of Reporting Person (See Instructions)
 
PN
 

* Represents 2,586,344 Common A Shares and 17,187,599 Common B Shares.
** Based on an aggregate of 84,853,162 Common A Shares and 28,080,525 Common B Shares outstanding as of August 28, 2020, as reported in the Issuer’s preliminary Schedule 14A filing on October 1, 2020.




CUSIP No. 53115L 104
Schedule 13D
Page 5 of 10 Pages
 
 
 
             
  1. 
 
 
 
Name of Reporting Person
 
R/C Energy GP IV, 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
 
28,304,996*
 
  
 
  9.
 
  
 
Sole Dispositive Power
 
0
 
  
 
10.
 
  
 
Shared Dispositive Power
 
28,304,996*
 
 
11.
 
 
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
28,304,996*
 
 
12.
 
 
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐
 
 
 
13.
 
 
 
Percent of Class Represented by Amount in Row (11)
 
25.1%**
 
 
14.
 
 
 
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)
 

* Represents 11,117,397 Common A Shares and 17,187,599 Common B Shares.
** Based on an aggregate of 84,853,162 Common A Shares and 28,080,525 Common B Shares outstanding as of August 28, 2020, as reported in the Issuer’s preliminary Schedule 14A filing on October 1, 2020.


CUSIP No. 53115L 104
Schedule 13D
Page 6 of 10 Pages

Explanatory Note

This Amendment No. 6 to Schedule 13D (this “Amendment No. 6”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on January 26, 2018, as amended by Amendment No. 1 to Schedule 13D/A, filed on September 14, 2018, as amended by Amendment No. 2 to Schedule 13D/A, filed on July 11, 2019, as amended by Amendment No. 3 to Schedule 13D/A, filed on July 23, 2019, as amended by Amendment No. 4 to Schedule 13D/A, filed on November 5, 2019, and as amended by Amendment No. 5 to Schedule 13D/A, filed on September 3, 2020 (the “Current Schedule 13D”), relating to the Class A common stock, par value $0.01 per share (the “Common A Shares”), of Liberty Oilfield Services Inc. (the “Issuer”). The Common A Shares and Class B common stock, par value $0.01 per share, of the Issuer (the “Common B Shares” and, together with the Common A Shares, the “Common Shares”) are treated as a single class for purposes of this Schedule 13D because they vote together as a single class. Capitalized terms used herein without definition shall have the meaning set forth in the Current Schedule 13D.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Current Schedule 13D is hereby amended and supplemented as follows:

On October 7, 2020, R/C IV Liberty Holdings, L.P. (“R/C Liberty”) sold 4,016,965 Common A Shares and R/C Energy IV Direct Partnership, L.P. (“R/C Direct”) sold 1,733,035 Common A Shares at a price of $8.61 per share through BMO Capital Markets Corp. in accordance with Rule 144 under the Securities Act of 1933.  In connection with such sale by R/C Liberty, 4,016,965 Units and the related Common B Shares were redeemed by the Issuer for an equal amount of Common A Shares.









CUSIP No. 53115L 104
Schedule 13D
Page 7 of 10 Pages

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Current Schedule 13D is hereby amended and restated in its entirety as follows:

(a)
and (b)

The below table sets forth the number of Common Shares directly and beneficially owned by each of the Reporting Persons.  The shares directly owned by R/C Direct and R/C Liberty are deemed to be beneficially owned by Riverstone/Carlyle, their general partner, and all of such shares are deemed to be beneficially owned by R/C GP, the general partner of Riverstone/Carlyle.  Accordingly, as indicated with respect to such shares listed as beneficially owned in the below table, the applicable Reporting Persons have shared voting power to vote and direct the vote of, and have shared power to dispose and direct the disposition of, such shares.  None of the Reporting Persons have the sole power to vote or direct the vote, or the sole power to dispose or direct the disposition of, the shares listed in the table below.  In addition, by virtue of the Stockholders Agreement and the other agreements among certain of the Reporting Persons as described in this Schedule 13D, the Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d)(3) under the Securities Exchange Act of 1934, as amended, and Rule 13d-5(1) thereunder. Each Reporting Person expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any Common Shares held by the other Reporting Persons.

 
 
 
Reporting Persons
 
 
Common A Shares
Owned Directly
 
 
Common B Shares
Owned Directly
 
Aggregate Number of Shares
Beneficially Owned
 
 
Percentage of Class
Beneficially Owned (1)
 
Riverstone/Carlyle
 
0
 
0
 
28,304,996(2)
 
25.1%
R/C Direct
8,531,053
0
8,531,053
7.6%
R/C Liberty
2,586,344
17,187,599
19,773,943
17.5%
R/C GP
0
0
28,304,996 (2)
25.1%

(1)
Based on an aggregate of 84,853,162  Common A Shares and 28,080,525 Common B Shares outstanding as of August 28, 2020, as reported in the Issuer’s preliminary Schedule 14A filing on October 1, 2020.
(2)
Represents 11,117,397 Common A Shares and 17,187,599 Common B Shares and includes Common Shares directly owned by R/C Direct and R/C Liberty.





CUSIP No. 53115L 104
Schedule 13D
Page 8 of 10 Pages

By virtue of the various agreements and arrangements among the Reporting Persons described in this Schedule 13D and the members of the Voting Group (the members of the Voting Group other than any Reporting Persons, the “Non-Riverstone Members”), the Non-Riverstone Members may be deemed to be members of a “group” with the Reporting Persons. None of the Non-Riverstone Members are Reporting Persons on this Schedule 13D, and any obligations any of them may have under Section 13(d) of the Act would have to be satisfied on one or more separate filings. To the extent that any Non-Riverstone Members beneficially owns Equity Interests, the Reporting Persons may be deemed to beneficially own any such Equity Interests, but expressly disclaim, to the extent permitted by applicable law, beneficial ownership thereof.

(c)
None of the Reporting Persons has effected any transactions of the Common A Shares during the 60 days preceding the date of this report, except as described in Items 4 and 6 of this Schedule 13D, which information is incorporated herein by reference.

(d)
Not applicable.

(e)
Not applicable.


ITEM 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 of the Current Schedule 13D is amended and supplemented as follows:

In connection with the sales described in Item 4 above, on October 7, 2020, each of R/C Direct and R/C Liberty entered into a 30 day Lock-Up Agreement with BMO Capital Markets Corp.  Copies of each Lock-Up Agreement are attached as exhibits 7.16 and 7.17 to this Schedule 13D and are incorporated herein by reference.







CUSIP No. 53115L 104
Schedule 13D
Page 9 of 10 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 of the Current Schedule 13D is amended and supplemented by adding the following exhibits:

7.17
 Lock-Up Agreement of R/C Direct.
7.18
 Lock-Up Agreement of R/C Liberty.












CUSIP No. 53115L 104
Schedule 13D
Page 10 of 10 Pages
 

SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete, and correct.
Dated as of October 8, 2020


RIVERSTONE/CARLYLE ENERGY PARTNERS IV, L.P.

By: R/C Energy GP IV, LLC, its general partner

By: /s/ Peter Haskopoulos                                                         
Name: Peter Haskopoulos
Title: Managing Director

R/C ENERGY IV DIRECT PARTNERSHIP, L.P.

By: Riverstone/Carlyle Energy Partners IV, L.P., its general partner

By: R/C Energy GP IV, LLC, its general partner

By: /s/ Peter Haskopoulos                                                         
Name: Peter Haskopoulos
Title: Managing Director

R/C IV LIBERTY HOLDINGS, L.P.

By: Riverstone/Carlyle Energy Partners IV, L.P., its general partner

By: R/C Energy GP IV, LLC, its general partner

By: /s/ Peter Haskopoulos                                                                               
Name: Peter Haskopoulos
Title: Managing Director

R/C ENERGY GP IV, LLC

By: /s/ Peter Haskopoulos                                                         
Name: Peter Haskopoulos
Title: Managing Director

 EX-7.17 2 r37901192b.htm LOCK-UP LETTER
Exhibit 7.16

LOCK-UP LETTER
October 7, 2020
BMO Capital Markets
3 Time Square
New York, NY 10036
Ladies and Gentlemen:
The undersigned proposes to sell 1,733,035 Shares (the “Shares”) of Class A common stock, par value $0.01 per share (the “Common Stock”), of Liberty Oilfield Services Inc. (the “Company”) through BMO Capital Markets (“BMO”) in accordance with the requirements of Rule 144 under the Securities Act of 1933, as amended (the “Transaction”).
To induce BMO to enter into the Transaction, except pursuant to the Transaction, the undersigned hereby agrees that, without the prior written consent of BMO, it will not, during the period commencing on the date hereof and ending 30 days after the date hereof (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise.  The foregoing sentence shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the date hereof, provided that no filing by any party under Section 16(a) of the Exchange Act, shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (b) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or gifts, (c) distributions of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the undersigned, and (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company or the undersigned regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period; provided further that in the case of any transfer or distribution pursuant to clause (b) or (c), (i) each donee or distributee shall sign and deliver a lock‑up letter substantially in the form of this letter and (ii) the undersigned shall not be required to, and shall not voluntarily, file a report under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period.  The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.
The undersigned understands that BMO is relying upon this agreement in proceeding toward consummation of the Transaction.  The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s successors and assigns.

 
Very truly yours,

R/C Energy IV Direct Partnership, L.P.

By: Riverstone/Carlyle Energy Partners IV, L.P., its general partner

By: R/C Energy GP IV, LLC, its general partner
 
 
 /s/ Peter Haskopoulos                            
 
(Name)
 
712 Fifth Avenue, 19th Floor
New York, NY 10019
 
(Address)
EX-7.17 3 r37901192c.htm LOCK-UP LETTER
Exhibit 7.17


LOCK-UP LETTER
October 7, 2020
BMO Capital Markets
3 Time Square
New York, NY 10036
Ladies and Gentlemen:
The undersigned proposes to sell 4,016,965 Shares (the “Shares”) of Class A common stock, par value $0.01 per share (the “Common Stock”), of Liberty Oilfield Services Inc. (the “Company”) through BMO Capital Markets (“BMO”) in accordance with the requirements of Rule 144 under the Securities Act of 1933, as amended (the “Transaction”).
To induce BMO to enter into the Transaction, except pursuant to the Transaction, the undersigned hereby agrees that, without the prior written consent of BMO, it will not, during the period commencing on the date hereof and ending 30 days after the date hereof (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise.  The foregoing sentence shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the date hereof, provided that no filing by any party under Section 16(a) of the Exchange Act, shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (b) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or gifts, (c) distributions of shares (i.e., that are not dispositions for value) of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the undersigned, and (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the Company or the undersigned regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period; provided further that in the case of any transfer or distribution pursuant to clause (b) or (c), (i) each donee or distributee shall sign and deliver a lock‑up letter substantially in the form of this letter and (ii) the undersigned shall not be required to, and shall not voluntarily, file a report under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock during the Restricted Period.  The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.
The undersigned understands that BMO is relying upon this agreement in proceeding toward consummation of the Transaction.  The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s successors and assigns.

 
Very truly yours,

R/C IV Liberty Holdings, L.P.

By: Riverstone/Carlyle Energy Partners IV, L.P., its general partner

By: R/C Energy GP IV, LLC, its general partner
 
 
 /s/ Peter Haskopoulos                            
 
(Name)
 
712 Fifth Avenue, 19th Floor
New York, NY 10019
 
(Address)