Sec Form 13D Filing - Riverstone Talos Energy Equityco LLC filing for TALOS ENERGY INC (TALO) - 2022-05-09

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

Talos Energy Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

87484T108

(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 3, 2022

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 Rule 13d-7(b) 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. 87484T108 13D Page 1 of 19 Pages

  

1

Names of Reporting Persons

 

Riverstone Talos Energy Equityco LLC

2 Check the Appropriate Box if a Member of a Group

(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

 

10,127,838
9

Sole Dispositive Power

 

0
10

Shared Dispositive Power

 

10,127,838

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

10,127,838

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

 

13

Percent of Class Represented by Amount in Row (11)

 

12.3%

14

Type of Reporting Person

 

OO (Limited Liability Company)

 

 

CUSIP No. 87484T108 13D Page 2 of 19 Pages

 

1

Names of Reporting Persons

 

Riverstone Talos Energy Debtco LLC

2 Check the Appropriate Box if a Member of a Group

(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

 

931,629
9

Sole Dispositive Power

 

0
10

Shared Dispositive Power

 

931,629

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

931,629

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

 

13

Percent of Class Represented by Amount in Row (11)

 

1.1%

14

Type of Reporting Person

 

OO (Limited Liability Company)

 

 

CUSIP No. 87484T108 13D Page 3 of 19 Pages

 

1

Names of Reporting Persons

 

ILX Holdings II, LLC

2 Check the Appropriate Box if a Member of a Group

(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

 

3,341,547
9

Sole Dispositive Power

 

0
10

Shared Dispositive Power

 

3,341,547

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,341,547

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

 

13

Percent of Class Represented by Amount in Row (11)

 

4.0%

14

Type of Reporting Person

 

OO (Limited Liability Company)

 

 

CUSIP No. 87484T108 13D Page 4 of 19 Pages

 

1

Names of Reporting Persons

 

Riverstone V Castex 2014 Holdings, L.P.

2 Check the Appropriate Box if a Member of a Group

(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

 

521,119
9

Sole Dispositive Power

 

0
10

Shared Dispositive Power

 

521,119

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

521,119

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨

 

13

Percent of Class Represented by Amount in Row (11)

 

0.6%

14

Type of Reporting Person

 

PN

 

 

CUSIP No. 87484T108 13D Page 5 of 19 Pages

 

1

Names of Reporting Persons

 

Riverstone V Talos Holdings, L.P.

2 Check the Appropriate Box if a Member of a Group (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

 

11,059,467

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

11,059,467

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

11,059,467

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨

 

 

13

Percent of Class Represented by Amount in Row (11)

 

13.4%

14

Type of Reporting Person

 

PN

 

 

 

 

CUSIP No. 87484T108 13D Page 6 of 19 Pages

 

1

Names of Reporting Persons

 

Riverstone Global Energy and Power Fund V (FT), L.P.

2 Check the Appropriate Box if a Member of a Group

(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

 

11,059,467

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

11,059,467

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

11,059,467

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨

 

 

13

Percent of Class Represented by Amount in Row (11)

 

13.4%

14

Type of Reporting Person

 

PN

 

 

 

 

CUSIP No. 87484T108 13D Page 7 of 19 Pages

 

1

Names of Reporting Persons

 

Riverstone Energy Partners V, L.P.

2 Check the Appropriate Box if a Member of a Group (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

 

14,922,133

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

14,922,133

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

14,922,133

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨

 

 

13

Percent of Class Represented by Amount in Row (11)

 

18.1%

14

Type of Reporting Person

 

PN

 

 

 

 

CUSIP No. 87484T108 13D Page 8 of 19 Pages

 

1

Names of Reporting Persons

 

Riverstone Energy GP V, LLC

2 Check the Appropriate Box if a Member of a Group (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

 

14,922,133

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

14,922,133

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

14,922,133

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨

 

 

13

Percent of Class Represented by Amount in Row (11)

 

18.1%

14

Type of Reporting Person

 

OO (Limited Liability Company)

 

 

 

 

 

CUSIP No. 87484T108 13D Page 9 of 19 Pages  

 

1

Names of Reporting Persons

 

Riverstone Energy GP V Corp.

2 Check the Appropriate Box if a Member of a Group (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

 

14,922,133

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

14,922,133

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

14,922,133

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨

 

  
13

Percent of Class Represented by Amount in Row (11)

 

18.1%

14

Type of Reporting Person

 

CO

  

 

 

 

CUSIP No. 87484T108 13D Page 10 of 19 Pages  

 

1

Names of Reporting Persons

 

Riverstone Holdings LLC

2 Check the Appropriate Box if a Member of a Group (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

 

14,922,133

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

14,922,133

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

14,922,133

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨

 

  
13

Percent of Class Represented by Amount in Row (11)

 

18.1%

14

Type of Reporting Person

 

OO (Limited Liability Company)

 

 

 

 

CUSIP No. 87484T108 13D Page 11 of 19 Pages  

 

1

Names of Reporting Persons

 

Riverstone/Gower Mgmt Co Holdings, L.P.

2 Check the Appropriate Box if a Member of a Group (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

 

14,922,133

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

14,922,133

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

14,922,133

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨

 

  
13

Percent of Class Represented by Amount in Row (11)

 

18.1%

14

Type of Reporting Person

 

PN

 

 

 

 

CUSIP No. 87484T108 13D Page 12 of 19 Pages  

 

1

Names of Reporting Persons

 

Riverstone Management Group, L.L.C.

2 Check the Appropriate Box if a Member of a Group (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

 

14,922,133

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

14,922,133

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

14,922,133

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨

 

  
13

Percent of Class Represented by Amount in Row (11)

 

18.1%

14

Type of Reporting Person

 

OO (Limited Liability Company)

 

 

 

 

CUSIP No. 87484T108 13D Page 13 of 19 Pages

 

1

Names of Reporting Persons

 

David M. Leuschen

2 Check the Appropriate Box if a Member of a Group (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

 

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0

8

Shared Voting Power

 

14,922,133

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

14,922,133

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

14,922,133

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨

 

  
13

Percent of Class Represented by Amount in Row (11)

 

18.1%

14

Type of Reporting Person

 

IN

 

 

 

 

CUSIP No. 87484T108 13D Page 14 of 19 Pages

 

1

Names of Reporting Persons

 

Pierre F. Lapeyre, Jr.

2 Check the Appropriate Box if a Member of a Group (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

 

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 7

Sole Voting Power

 

0

8

Shared Voting Power

 

14,922,133

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

14,922,133

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

14,922,133

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨

 

  
13

Percent of Class Represented by Amount in Row (11)

 

18.1%

14

Type of Reporting Person

 

IN

 

 

 

 

CUSIP No. 87484T108 13D Page 15 of 19 Pages

 

EXPLANATORY NOTE

 

This Amendment No. 4 to Schedule 13D amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on May 21, 2018 (as amended, the “Schedule 13D”), relating to the common stock, par value $0.01 per share (the “Common Stock”) of Talos Energy Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

 

Item 5.Interest in Securities of the Issuer.

 

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

 

(a) – (b)

 

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of 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 of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 82,535,186 shares of Common Stock outstanding as of April 27, 2022, as reported in the Issuer’s annual report on Form 10-K filed with the SEC on May 5, 2022:

 

Reporting Person 

Amount

beneficially

owned

 

Percent

of class

   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		  Shared
power to
dispose or to
direct the
disposition		 
Riverstone Talos Energy Equityco LLC  10,127,838  12.3%  0  10,127,838  0  10,127,838 
Riverstone Talos Energy Debtco LLC  931,629  1.1%  0  931,629  0  931,629 
ILX Holdings II, LLC  3,341,547  4.0%  0  3,341,547  0  3,341,547 
Riverstone V Castex 2014 Holdings, L.P.  521,119  0.6%  0  521,119  0  521,119 
Riverstone V Talos Holdings, L.P.  11,059,467  13.4%  0  11,059,467  0  11,059,467 
Riverstone Global Energy and Power Fund V (FT), L.P.  11,059,467  13.4%  0  11,059,467  0  11,059,467 
Riverstone Energy Partners V, L.P.  14,922,133  18.1%  0  14,922,133  0  14,922,133 
Riverstone Energy GP V, LLC  14,922,133  18.1%  0  14,922,133  0  14,922,133 
Riverstone Energy GP V Corp.  14,922,133  18.1%  0  14,922,133  0  14,922,133 
Riverstone Holdings LLC  14,922,133  18.1%  0  14,922,133  0  14,922,133 
Riverstone/Gower Mgmt Co Holdings, L.P.  14,922,133  18.1%  0  14,922,133  0  14,922,133 
Riverstone Management Group, L.L.C.  14,922,133  18.1%  0  14,922,133  0  14,922,133 
David M. Leuschen  14,922,133  18.1%  0  14,922,133  0  14,922,133 
Pierre F. Lapeyre, Jr.  14,922,133  18.1%  0  14,922,133  0  14,922,133 

 

 

 

 

CUSIP No. 87484T108 13D Page 16 of 19 Pages

 

Includes 10,127,838 shares held of record by Riverstone Equityco, 931,629 shares held of record by Riverstone Debtco, 3,341,547 shares held of record by ILX Holdings II, and 521,119 shares held of record by Castex 2014.

 

David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Management, which is the general partner of Riverstone/Gower, which is the sole member of Riverstone Holdings, which is the sole shareholder of Riverstone Corp., which is the managing member of Riverstone GP, which is the general partner of Riverstone Energy Partners V, which is the general partner of Riverstone Energy Fund V, which is the general partner of Riverstone Aggregator, which is the managing member of Riverstone Equityco and the sole manager of Riverstone Debtco. In addition, Riverstone Energy Partners V owns an indirect interest in Castex 2014 and in ILX Holdings II.

 

As such, each of Riverstone Aggregator, Riverstone Energy Fund V, Riverstone Energy Partners V, Riverstone GP, Riverstone Corp., Riverstone Holdings, Riverstone/Gower, Riverstone Management, and Messrs. Leuschen and Lapeyre may be deemed to share beneficial ownership of the securities held directly by Riverstone Equity and Riverstone Debtco. Each of the foregoing entities and persons, except for Riverstone Aggregator and Riverstone Energy Fund V, may be deemed to share beneficial ownership of the securities held of record by Castex 2014 and by ILX Holdings II.

 

(c)           From April 12, 2022 through May 6, 2022, the Reporting Persons disposed of 1,347,891 shares of Common Stock in a series of transactions at prices ranging from $19.00 to $21.31 per share in open market transactions on the New York Stock Exchange. Details by date, listing the number of shares of Common Stock disposed of and the weighted average price per share are provided below. The Reporting Persons undertake to provide, upon request by the staff of the SEC, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for each transaction.

 

Date  Shares Disposed Of   Weighted Average Price Per
Share		 
April 12, 2022   62,843   $19.1831 
April 13, 2022   15,725   $19.1534 
April 14, 2022   237,001   $19.9407 
April 18, 2022   128,039   $20.1141 
April 19, 2022   111,613   $19.6839 
April 20, 2022   128,892   $19.9877 
April 21, 2022   78,287   $19.7239 
April 22, 2022   8,444   $19.0778 
April 28, 2022   11,800   $19.0266 
April 29, 2022   6,375   $19.0324 
May 3, 2022   166,297   $19.4779 
May 4, 2022   172,487   $20.3605 
May 5, 2022   121,661   $19.8361 
May 6, 2022   98,427   $19.6982 

 

 

 

 

CUSIP No. 87484T108 13D Page 17 of 19 Pages

 

Except for the foregoing, none of the Reporting Persons has effected any transactions in the Common Stock since the most recent filing on Schedule 13D.

 

(d)           None.

 

(e)           Not applicable.

 

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 9, 2022

 

  Riverstone Talos Energy Equityco LLC
   
  By: /s/ Peter Haskopoulos
  Name: Peter Haskopoulos
  Title:   Managing Director
   
  Riverstone Talos Energy Debtco LLC
   
  By: /s/ Peter Haskopoulos
  Name: Peter Haskopoulos
  Title:   Managing Director
   
  ILX Holdings II, LLC
   
  By: /s/ Peter Haskopoulos
  Name: Peter Haskopoulos
  Title:   Managing Director
   
  Riverstone V Castex 2014 Holdings, L.P.
  By: Riverstone Global Energy and Power Fund V (FT), L.P., its general partner
  By: Riverstone Energy Partners V, L.P., its general partner
  By: Riverstone Energy GP V, LLC, its general partner
   
  By: /s/ Peter Haskopoulos
  Name: Peter Haskopoulos
  Title:   Managing Director

 

 

 

 

CUSIP No. 87484T108 13D Page 18 of 19 Pages

 

  Riverstone V Talos Holdings, L.P.
  By: Riverstone Energy Partners V, L.P., its general partner
  By: Riverstone Energy GP V, LLC, its general partner
   
  By: /s/ Peter Haskopoulos
  Name: Peter Haskopoulos
  Title:   Managing Director
   
  Riverstone Global Energy and Power Fund V (FT), L.P.
  By: Riverstone Energy Partners V, L.P., its general partner
  By: Riverstone Energy GP V, LLC, its general partner
   
  By: /s/ Peter Haskopoulos
  Name: Peter Haskopoulos
  Title:   Managing Director
   
  Riverstone Energy Partners V, L.P.
  By: Riverstone Energy GP V, LLC, its general partner
   
  By: /s/ Peter Haskopoulos
  Name: Peter Haskopoulos
  Title:   Managing Director
   
  Riverstone Energy GP V, LLC
   
  By: /s/ Peter Haskopoulos
  Name: Peter Haskopoulos
  Title:   Managing Director
   
  Riverstone Energy GP V Corp.
   
  By: /s/ Peter Haskopoulos
  Name: Peter Haskopoulos
  Title:   Managing Director

 

 

 

 

CUSIP No. 87484T108 13D Page 19 of 19 Pages

 

  Riverstone Holdings LLC
   
  By: /s/ Peter Haskopoulos
  Name: Peter Haskopoulos
  Title:   Authorized Person
   
  Riverstone/Gower Mgmt Co. Holdings, L.P.
  By: Riverstone Management Group, L.L.C., its general partner
   
  By: /s/ Peter Haskopoulos
  Name: Peter Haskopoulos
  Title:   Manager
   
  Riverstone Management Group, L.L.C.
   
  By: /s/ Peter Haskopoulos
  Name: Peter Haskopoulos
  Title:   Manager
   
  By: /s/ David M. Leuschen
  Name: David M. Leuschen
   
  By: /s/ Pierre F. Lapeyre, Jr.
  Name: Pierre F. Lapeyre, Jr.