Sec Form 13D Filing - PEP II Holdings LLC filing for KIMBELL ROYALTY PARTNERS LP UN (KRP) - 2022-07-29

Insider filing report for Changes in Beneficial Ownership

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  • 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. 2)*

 

 

KIMBELL ROYALTY PARTNERS, LP

(Name of Issuer)

Common Units Representing Limited Partner Interests

(Title of Class of Securities)

49435R102

(CUSIP Number)

Douglas E. Swanson, Jr.

EnCap Investments L.P.

9651 Katy Freeway, Suite 600

Houston, TX 77024

(713) 659-6100

With a copy to:

W. Matthew Strock

Vinson & Elkins L.L.P.

845 Texas Avenue, Suite 4700

Houston, TX 77002 (713) 758-2222

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

July 29, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

*

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

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

 

 

 


CUSIP No. 49435R102

 

  1    

   Name of Reporting Person

 

  PEP II Holdings, LLC

  2  

  Check the Appropriate Box if a Member of a Group

  (A):  ☐        (B):  ☐

 

  3  

  SEC Use Only

 

  4  

  Source of Funds

 

  Other (Not Applicable, See Item 3)

  5  

  Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)

 

  ☐

  6  

  Citizenship or Place of Organization

 

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

with

 

     7    

  Sole Voting Power

 

  -0-

     8  

  Shared Voting Power

 

  -0-

     9  

  Sole Dispositive Power

 

  -0-

   10  

  Shared Dispositive Power

 

  -0-

11    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  -0-

12  

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

 

  ☐

13  

  Percent of Class Represented by Amount in Row (11)

 

  0.0%

14  

  Type of Reporting Person

 

  OO (Limited Liability Company)

 

1


CUSIP No. 49435R102

 

  1    

   Name of Reporting Person

 

  PEP III Holdings, LLC

  2  

  Check the Appropriate Box if a Member of a Group

  (A):  ☐        (B):  ☐

 

  3  

  SEC Use Only

 

  4  

  Source of Funds

 

  Other (Not Applicable, See Item 3)

  5  

  Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)

 

  ☐

  6  

  Citizenship or Place of Organization

 

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

with

 

     7    

  Sole Voting Power

 

  -0-

     8  

  Shared Voting Power

 

  -0-

     9  

  Sole Dispositive Power

 

  -0-

   10  

  Shared Dispositive Power

 

  -0-

11    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  -0-

12   < p style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">  Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

  ☐

13  

  Percent of Class Represented by Amount in Row (11)

 

  0.0%

14  

  Type of Reporting Person

 

  OO (Limited Liability Company)

 

2


CUSIP No. 49435R102

 

  1    

   Name of Reporting Person

 

  EnCap Energy Capital Fund VII, L.P.

  2  

  Check the Appropriate Box if a Member of a Group

  (A):  ☐        (B):  ☐

 

  3  

  SEC Use Only

 

  4  

  Source of Funds

 

  Other (Not Applicable, See Item 3)

  5  

  Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)

 

  ☐

  6  

  Citizenship or Place of Organization

 

  Texas

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

with

 

     7    

  Sole Voting Power

 

  -0-

     8  

  Shared Voting Power

 

  41,576

     9  

  Sole Dispositive Power

 

  -0-

   10  

  Shared Dispositive Power

 

  41,576

11    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  41,576

12  

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

 

  ☐

13  

  Percent of Class Represented by Amount in Row (11)

 

  0.07% (1)

14  

  Type of Reporting Person

 

  PN

 

(1)

This calculation is based on 57,331,833 Common Units outstanding as of April 29, 2022 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with t he SEC on May 10, 2022.

 

3


CUSIP No. 49435R102

 

  1    

   Name of Reporting Person

 

  EnCap Energy Capital Fund VIII, L.P.

  2  

  Check the Appropriate Box if a Member of a Group

  (A):  ☐        (B):  ☐

 

  3  

  SEC Use Only

 

  4  

  Source of Funds

 

  Other (Not Applicable, See Item 3)

  5  

  Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)

 

  ☐

  6  

  Citizenship or Place of Organization

 

  Texas

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

with

 

     7    

  Sole Voting Power

 

  -0-

     8  

  Shared Voting Power

 

  5,302,964

     9  

  Sole Dispositive Power

 

  -0-

   10  

  Shared Dispositive Power

 

  5,302,964

11    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  5,302,964

12  

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

 

  ☐

13  

  Percent of Class Represented by Amount in Row (11)

 

  9.25% (1)

14  

  Type of Reporting Person

 

  PN

 

(1)

This calculation is based on 57,331,833 Common Units outstanding as of April 29, 2022 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 10, 2022.

 

4


CUSIP No. 49435R102

 

  1    

   Name of Reporting Person

 

  EnCap Partners GP, LLC

  2  

  Check the Appropriate Box if a Member of a Group

  (A):  ☐        (B):  ☐

 

  3  

  SEC Use Only

 

  4  

  Source of Funds

 

  Other (Not Applicable, See Item 3)

  5  

  Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)

 

  ☐

  6  

  Citizenship or Place of Organization

 

  Texas

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

with

 

     7    

  Sole Voting Power

 

  -0-

     8  

  Shared Voting Power

 

  5,344,540 (1)

     9  

  Sole Dispositive Power

 

  -0-

   10  

  Shared Dispositive Power

 

  5,344,540 (1)

11    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  5,344,540 (1)

12  

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

 

  ☐

13  

  Percent of Class Represented by Amount in Row (11)

 

  9.32% (2)

14  

  Type of Reporting Person

 

  OO (Limited Liability Company)

 

(1)

EnCap Partners GP, LLC, a Delaware limited liability company (“EnCap Partners GP”), is the sole general partner of EnCap Partners, LP, which is the managing member of EnCap Investments Holdings, LLC, a Delaware limited liability company, which is the sole member of EnCap Investments GP, L.L.C., a Delaware limited liability company, which is the general partner of EnCap Investments L.P, which is the general partner of EnCap Equity Fund VII GP, L.P. and EnCap Equity Fund VIII GP, L.P., which are the general partners of EnCap Fund VII and EnCap Fund VIII, respectively. Therefore, EnCap Partners GP, through its indirect ownership and management of the EnCap Funds, may be deemed to share the right to direct the vote or disposition of the reported Securities. EnCap Partners GP disclaims beneficial ownership of the reported Securities except to the extent of its pecuniary interest therein, and this statement shall not be deemed an admission that it is the beneficial owner of the reported Securities for the purposes of Section 13(d) of the Act or any other purpose.

(2)

This calculation is based on 57,331,833 Common Units outstanding as of April 29, 2022 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 10, 2022.

 

5


This Amendment No. 2 (this “Amendment”) amends the Schedule 13D filed with the Securities and Exchange Commission on April 4, 2019 and as amended by Amendment No. 1 filed on March 30, 2022 (the “Original Schedule 13D” and, the Original 13D as further amended and supplemented by this Amendment, the “Schedule 13D”).

 

Item 2.

Identity and Background

Item 2 of the Original Schedule 13D is hereby amended and restated as follows:

This Schedule 13D is being filed by PEP II Holdings, LLC (“Phillips II”) and PEP III Holdings, LLC, each a Delaware limited liability company (“Phillips III” and, together with Phillips II, the “Phillips Holders”), EnCap Partners GP, LLC, a Delaware limited liability company (“EnCap Partners GP”), EnCap Energy Capital Fund VII, L.P. (“EnCap Fund VII”) and EnCap Energy Capital Fund VIII, L.P., each a Texas limited partnership (“ ;EnCap Fund VIII” and, together with EnCap Fund VII, the “EnCap Funds”). The Phillips Holders, EnCap Partners GP and the EnCap Funds (collectively, the “EnCap Entities”) are sometimes referred to in this Schedule 13D individually as a “Reporting Person” and, collectively, they are referred to herein as the “Reporting Persons.”

The address of the principal office of the EnCap Entities is 9651 Katy Freeway, Suite 600, Houston, Texas 77024. The principal business of each of the Phillips Holders is investing in securities of energy companies and oil and gas interests ancillary thereto. The principal business of each of the EnCap Funds is investing in securities of energy companies. The principal business of EnCap Partners GP is indirectly managing the EnCap Funds.

Information regarding the executive officers, managers or other control persons of the Phillips Holders, the EnCap Funds and EnCap Partners GP is set forth on Schedule A, Schedule B and Schedule C, respectively, attached hereto. Schedule A, Schedule B and Schedule C attached hereto set forth the following information as to each such person:

(i) name;

(ii) residence or business address;

(iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and

(iv) citizenship.

Other than as set forth on Schedule B attached hereto, during the last five years, to the best of the Reporting Person’s knowledge, no person named on Schedule A, Schedule B or Schedule C attached hereto, has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to 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.

 

Item 3.

Source and Amount of Funds or Other Consideration

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

PEP II OpCo Common Unit Redemption

On April 19, 2022, Phillips II delivered a notice of redemption to the Issuer to exercise its rights to require a Redemption of the Tendered Units pursuant to the Exchange Agreement. Phillips II received 42,081 Common Units in exchange for 42,081 OpCo Common Units and an equivalent number of Class B Units.

Phillips II and Phillips III Distributions

On July 29, 2022, Phillips II made a pro rata in-kind distribution to its members, which resulted in EnCap Fund VII becoming the record holder of 41,576 Common Units.

 

6


On July 29, 2022, Phillips III made a pro rata in-kind distribution to its members, which resulted in EnCap Fund VIII becoming the record holder of 5,302,964 Common Units.

 

Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) The aggregate number and percentage of Common Units beneficially owned by each Reporting Person is set forth in Items 7, 8, 9, 10, 11 and 13 of the cover pages to this Schedule 13D relating to such Reporting Person and is incorporated by reference into this Item 5.

(b) For purposes of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), EnCap Partners GP, through its direct and indirect ownership and management of the EnCap Funds, may be deemed to share the right to direct the vote or the disposition of the Common Units held of record by the EnCap Funds, and thus, for the purposes of Rule 13d-3 promulgated under the Exchange Act, may be deemed to beneficially own the Common Units held by the EnCap Funds. The Common Units held by the EnCap Funds represent approximately 9.32% of the outstanding Common Units (based on 57,331,833 Common Units outstanding as of April 29, 2022 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 10, 2022). Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any Common Units for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(c) Except as set forth in this Schedule 13D, none of the Reporting Persons or, to their knowledge, any of its directors, executive officers or other control persons named on Schedule A, Schedule B or Schedule C, attached hereto, has effected any transaction in the Common Units during the past 60 days.

(d) No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Units reported on this Schedule 13D.

(e) On March 31, 2022, Phillips II and Fund VII ceased to be the beneficial owner of more than five percent of the Common Units. On July 20, 2022, Phillips III ceased to be the beneficial owner of more than five percent of the Common Units.

 

Item 7.

Material to be Filed as Exhibits

This Amendment amends and restates Item 7 of the Original Schedule 13D in its entirety as set forth below:

 

Exhibit
Number
  

Description of Exhibits

1.1    Joint Filing Agreement, dated as of July 29, 2022.
10.1    Securities Purchase Agreement, dated as of February 6, 2019, by and among PEP I Holdings, LLC, PEP II Holdings, LLC, PEP III Holdings, LLC, Kimbell Royalty Partners, LP and Kimbell Royalty Operating, LLC (filed as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on February 12, 2019 and incorporated herein in its entirety by reference).
10.2    Amendment No. 1 to Securities Purchase Agreement, dated as of March 25, 2019, by and among PEP I Holdings, LLC, PEP II Holdings, LLC, PEP III Holdings, LLC, Kimbell Royalty Partners, LP and Kimbell Royalty Operating, LLC (filed as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on March 26, 2019 and incorporated herein in its entirety by reference).
10.3    Escrow Agreement, dated as of March 25, 2019, by and among PEP I Holdings, LLC, PEP II Holdings, LLC, PEP III Holdings, LLC, Kimbell Royalty Partners, LP, Kimbell Royalty Operating, LLC and Citibank, National Association (filed as Exhibit 10.3 to the Original Schedule 13D filed with the SEC on April 4, 2019 and incorporated herein in its entirety by reference).

 

7


Exhibit
Number
  

Description of Exhibits

10.4    Joinder to Exchange Agreement, dated as of March 25, 2019, executed by PEP I Holdings, LLC (filed as Exhibit 10.4 to the Original Schedule 13D filed with the SEC on April 4, 2019 and incorporated herein in its entirety by reference).
10.5    Joinder to Exchange Agreement, dated as of March 25, 2019, executed by PEP II Holdings, LLC (filed as Exhibit 10.5 to the Original Schedule 13D filed with the SEC on April 4, 2019 and incorporated herein in its entirety by reference).
10.6    Joinder to Exchange Agreement, dated as of March 25, 2019, executed by PEP III Holdings, LLC (filed as Exhibit 10.6 to the Original Schedule 13D filed with the SEC on April 4, 2019 and incorporated herein in its entirety by reference).
10.7    Exchange Agreement, dated as of September 23, 2018, by and among Kimbell Royalty Partners, LP, Kimbell Royalty GP, LLC, Kimbell Royalty Operating, LLC, the Kimbell Art Foundation, Haymaker Minerals & Royalties, LLC, EIGF Aggregator III LLC, TE Drilling Aggregator LLC and Haymaker Management, LLC (filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on September 25, 2018 and incorporated herein in its entirety by reference).
10.8    Adoption Agreement, dated as of March 25, 2019, executed by PEP I Holdings, LLC (filed as Exhibit 10.8 to the Original Schedule 13D filed with the SEC on April 4, 2019 and incorporated herein in its entirety by reference).
10.9    Adoption Agreement, dated as of March 25, 2019, executed by PEP II Holdings, LLC (filed as Exhibit 10.9 to the Original Schedule 13D filed with the SEC on April 4, 2019 and incorporated herein in its entirety by reference).
10.10    Adoption Agreement, dated as of March 25, 2019, executed by PEP III Holdings, LLC (filed as Exhibit 10.10 to the Original Schedule 13D filed with the SEC on April 4, 2019 and incorporated herein in its entirety by reference).
10.11    First Amended and Restated Limited Liability Company Agreement of Kimbell Royalty Operating, LLC, dated as of September 23, 2018, by and among Kimbell Royalty Partners, LP, Haymaker Minerals & Royalties, LLC, EIGF Aggregator III LLC, TE Drilling Aggregator LLC, Haymaker Management, LLC, and the Kimbell Art Foundation (filed as Exhibit 3.2 to the Issuer’s Current Report on Form 8-K filed with the SEC on September 25, 2018 and incorporated herein in its entirety by reference).
10.12    Amended and Restated Registration Rights Agreement, dated as of March 25, 2019, by and among Kimbell Royalty Partners, LP, EIGF Aggregator III LLC, TE Drilling Aggregator LLC, Haymaker Management, LLC, Haymaker Minerals & Royalties, LLC, AP KRP Holdings, L.P., ATCF SPV, L.P., Zeus Investments, L.P., Apollo Kings Alley Credit SPV, L.P., Apollo Thunder Partners, L.P., AIE III Investments, L.P., Apollo Union Street SPV, L.P., Apollo Lincoln Private Credit Fund, L.P., Apollo SPN Investments I (Credit), LLC, AA Direct, L.P., PEP I Holdings, LLC, PEP II Holdings, LLC, PEP III Holdings, LLC, Cupola Royalty Direct, LLC, Kimbell Art Foundation and Rivercrest Capital Partners LP (filed as Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on March 26, 2019 and incorporated herein in its entirety by reference).

 

8


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: July 29, 2022

 

PEP II Holdings, LLC
By:   EnCap Energy Capital Fund VII, L.P.,
  its Managing Member
By:   EnCap Equity Fund VII GP, L.P.,
  its General Partner
By:   EnCap Investments L.P.,
  its General Partner
By:   EnCap Investments GP, L.L.C.,
  its General Partner
By:  

/s/ Douglas E. Swanson, Jr.

Name:   Douglas E. Swanson, Jr.
Title:   Managing Partner
PEP III Holdings, LLC
By:   EnCap Energy Capital Fund VIII, L.P.,
  its Managing Member
By:   EnCap Equity Fund VIII GP, L.P.,
  its General Partner
By:   EnCap Investments L.P.,
  its General Partner
By:   EnCap Investments GP, L.L.C.,
  its General Partner
By:  

/s/ Douglas E. Swanson, Jr.

Name:   Douglas E. Swanson, Jr.
Title:   Managing Partner
EnCap Energy Capital Fund VII, L.P.
By:   EnCap Equity Fund VII GP, L.P.,
  its General Partner
By:   EnCap Investments L.P.,
  its General Partner
By:   EnCap Investments GP, L.L.C.,
  its General Partner

 

9


By:  

/s/ Douglas E. Swanson, Jr.

Name:   Douglas E. Swanson, Jr.
Title:   Managing Partner
EnCap Energy Capital Fund VIII, L.P.
By:   EnCap Equity Fund VIII GP, L.P.,
  its General Partner
By:   EnCap Investments L.P.,
  its General Partner
By:   EnCap Investments GP, L.L.C.,
  its General Partner
By:  

/s/ Douglas E. Swanson, Jr.

Name:   Douglas E. Swanson, Jr.
Title:   Managing Partner
EnCap Partners GP, LLC
By:  

/s/ Douglas E. Swanson, Jr.

Name:   Douglas E. Swanson, Jr.
Title:   Managing Partner

 

10


Schedule A

CONTROL PERSONS OF PHILLIPS II AND PHILLIPS III

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

 

Name and Business Address

  

Capacity in which Serves

  

Principal

Occupation

  

Name, Principal Business
and Address of
Organization in which
Principal Occupation is
Conducted

EnCap Energy Capital Fund VII, L.P.

9651 Katy Freeway, Suite 600

Houston, TX 77024

   Managing Member of PEP II Holdings, LLC    n/a    n/a

EnCap Energy Capital Fund VIII, L.P.

9651 Katy Freeway, Suite 600

Houston, TX 77024

   Managing Member of PEP III Holdings, LLC    n/a    n/a

EnCap Equity Fund VII GP, L.P.

9651 Katy Freeway, Suite 600

Houston, TX 77024

   General Partner of EnCap Energy Capital Fund VII, L.P.    n/a    n/a

EnCap Equity Fund VIII GP, L.P.

9651 Katy Freeway, Suite 600

Houston, TX 77024

   General Partner of EnCap Energy Capital Fund VIII, L.P.    n/a    n/a

EnCap Investments L.P.

9651 Katy Freeway, Suite 600

Houston, TX 77024

   General Partner of EnCap Equity Fund VII GP, L.P. and EnCap Equity Fund VIII GP, L.P.    n/a    n/a

EnCap Investments GP, L.L.C.

9651 Katy Freeway, Suite 600

Houston, TX 77024

   General Partner of EnCap Investments L.P.    n/a    n/a

EnCap Investments Holdings, LLC

9651 Katy Freeway, Suite 600

Houston, TX 77024

   Sole Member of EnCap Investments GP, L.L.C.    n/a    n/a

EnCap Partners, LP

9651 Katy Freeway, Suite 600

Houston, TX 77024

   Managing Member of EnCap Investments Holdings, LLC    n/a    n/a

EnCap Partners GP, LLC

9651 Katy Freeway, Suite 600

Houston, TX 77024

   General Partner of EnCap Partners, LP    n/a    n/a

 

A-1


Schedule B

CONTROL PERSONS OF THE ENCAP FUNDS

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

 

Name and Business Address

  

Capacity in which Serves

  

Principal Occupation

  

Name, Principal Business
and Address of
Organization in which
Principal Occupation is
Conducted

EnCap Equity Fund VII GP, L.P.

9651 Katy Freeway, Suite 600

Houston, TX 77024

   General Partner of EnCap Energy Capital Fund VII, L.P.    n/a    n/a

EnCap Equity Fund VIII GP, L.P.

9651 Katy Freeway, Suite 600

Houston, TX 77024

   General Partner of EnCap Energy Capital Fund VIII, L.P.    n/a    n/a

EnCap Investments L.P.

9651 Katy Freeway, Suite 600

Houston, TX 77024

   General Partner of EnCap Equity Fund VII GP, L.P. and EnCap Equity Fund VIII GP, L.P.    n/a    n/a

EnCap Investments GP, L.L.C.

9651 Katy Freeway, Suite 600

Houston, TX 77024

   General Partner of EnCap Investments L.P.    n/a    n/a

EnCap Investments Holdings, LLC

9651 Katy Freeway, Suite 600

Houston, TX 77024

   Sole Member of EnCap Investments GP, L.L.C.    n/a    n/a

EnCap Partners, LP

9651 Katy Freeway, Suite 600

Houston, TX 77024

   Managing Member of EnCap Investments Holdings, LLC    n/a    n/a

EnCap Partners GP, LLC

9651 Katy Freeway, Suite 600

Houston, TX 77024

   General Partner of EnCap Partners, LP    n/a    n/a

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

 

B-1


Schedule C

CONTROL PERSONS OF ENCAP PARTNERS GP

The name, business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the general partner and other control persons of EnCap Partners GP are set forth below. All members of the Board of Managers of EnCap Partners GP listed below are citizens of the United States.

 

Name and Business Address

  

Capacity in which Serves

  

Principal Occupation

  

Name, Principal Business and
Address of Organization in which
Principal Occupation is Conducted

David B. Miller

3811 Turtle Creek Blvd., Suite 2100

Dallas, TX 75219

   Managing Partner    Managing Partner   

EnCap Partners GP, LLC

3811 Turtle Creek Blvd., Suite 2100 Dallas, TX 75219

Gary R. Petersen

9651 Katy Freeway, Suite 600

Houston, TX 77024

   Managing Partner    Managing Partner   

EnCap Partners GP, LLC

9651 Katy Freeway, Suite 600 Houston, TX 77024

D. Martin Phillips

9651 Katy Freeway, Suite 600

Houston, TX 77024

   Managing Partner    Managing Partner   

EnCap Partners GP, LLC

9651 Katy Freeway, Suite 600 Houston, TX 77024

Robert L. Zorich

9651 Katy Freeway, Suite 600

Houston, TX 77024

   Managing Partner    Managing Partner   

EnCap Partners GP, LLC

9651 Katy Freeway, Suite 600 Houston, TX 77024

Jason M. DeLorenzo

9651 Katy Freeway, Suite 600

Houston, TX 77024

   Managing Partner    Managing Partner   

EnCap Partners GP, LLC

9651 Katy Freeway, Suite 600 Houston, TX 77024

Douglas E. Swanson, Jr.
9651 Katy Freeway, Suite 600

Houston, TX 77024

   Managing Partner    Managing Partner   

EnCap Partners GP, LLC

9651 Katy Freeway, Suite 600 Houston, TX 77024

 

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