Explanatory Note
This Amendment No. 7 (this
Amendment
) amends the information provided in the Schedule 13D (the
Original
Schedule 13D
) filed with the SEC by Eclipse Resources Holdings, L.P. (
Eclipse Holdings
), EnCap Fund VIII, EnCap Fund VIII
Co-Invest,
EnCap Fund IX, David B. Miller, D. Martin
Phillips, Gary R. Petersen and Robert L. Zorich on July 7, 2014, as amended by that certain Amendment No. 1 filed on January 13, 2015, that certain Amendment No. 2 filed on February 2, 2015, that certain Amendment No. 3
filed on July 15, 2016, that certain Amendment No. 4 filed on September 30, 2016 (
Amendment No.
4
), that certain Amendment No. 5 filed on January 18, 2018 and that certain Amendment
No. 6 filed on September 2, 2018. This Amendment amends the Original Schedule 13D on behalf of the undersigned to furnish the information set forth herein. Except as otherwise specified in this Amendment, all items left blank remain
unchanged in all material respects and any items that are reported are deemed to amend and restate the corresponding items in the Original Schedule 13D. Capitalized terms used herein but not defined herein have the respective meanings ascribed to
them in the Original Schedule 13D.
Item 2.
|
Identity and Background.
|
Item 2 of the Original Schedule 13D is amended and restated in its entirety as follows:
This statement is jointly filed by EnCap Energy Capital Fund VIII, L.P., a Texas limited partnership (
EnCap Fund VIII
),
EnCap Energy Capital Fund VIII
Co-Investors,
L.P., a Texas limited partnership (
EnCap Fund VIII
Co-Invest
), EnCap Energy Capital Fund IX, L.P., a
Texas limited partnership (
EnCap Fund IX
and collectively with EnCap Fund VIII and EnCap Fund VIII
Co-Invest,
the
EnCap Funds
), EnCap Partners GP, LLC, a Delaware limited
liability company (
EnCap Partners GP
), Travis Peak Resources, LLC, a Delaware limited liability company (
Travis Peak
), TPR Residual Assets, LLC, a Delaware limited liability company and a wholly owned subsidiary
of EnCap Fund IX (
TPR Residual
, and collectively with the EnCap Funds, EnCap Partners GP, and Travis Peak, collectively, the
Reporting Persons
). As a result of the dissolution of Eclipse Resources Holdings, L.P.
(
Eclipse Holdings
), Eclipse Holdings is no longer a joint filer and ceased to be a Reporting Person immediately after the filing of Amendment No. 4. As a result of the TPR Contribution (as defined in Item 3), Travis Peak
shall cease to be a Reporting Person immediately after the filing of this Amendment. The remaining Reporting Persons will continue to file as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer
to the extent required by applicable law. Further, on April 6, 2017, EnCap Partners, LLC converted into a limited partnership with the name EnCap Partners, LP (
EnCap Partners
). In connection with the conversion, EnCap
Partners GP was formed as the sole general partner of EnCap Partners. EnCap Partners GP replaced EnCap Partners, LLC as a Reporting Person and a joint filer.
The principal office and business address of each of the EnCap Funds, EnCap Partners GP and TPR Residual is 1100 Louisiana Street, Suite 4900,
Houston, Texas 77002. The principal business of each of the EnCap Funds is investing in securities of energy companies. The principal business of EnCap Partners GP is indirectly managing the EnCap Funds. The principal business of TPR Residual is
investing in the securities of energy companies and oil and gas interests ancillary thereto.
The principal office and business address of
Travis Peak is 9020 North Capital of Texas Hwy, Building 1, Suite 170, Austin, Texas 78759. The principal business of Travis Peak is oil and gas exploration and production.
EnCap Partners GP is the sole general partner of EnCap Partners, which is the managing member of EnCap Investments Holdings, LLC
(
EnCap Holdings
), which is the sole member of EnCap Investments Holdings Blocker, LLC (
EnCap Holdings Blocker
). EnCap Holdings Blocker is the sole member of EnCap Investments GP, L.L.C. (
EnCap
Investments GP
), which is the sole general partner of EnCap Investments L.P. (
EnCap Investments LP
). EnCap Investments LP is the sole general partner of EnCap Equity Fund VIII GP, L.P. (
EnCap Fund VIII
GP
) and EnCap Equity Fund IX GP, L.P. (
EnCap Fund IX GP
). EnCap Fund VIII GP is the sole general partner of each of EnCap Fund VIII and EnCap Fund VIII
Co-Invest.
EnCap Fund IX GP
is the sole general partner of EnCap Fund IX.
None of the Reporting Persons or the Control Persons (as defined below) has, during the
last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Other than as set forth on
Schedule 5
attached hereto, to the best of the Reporting Persons knowledge, no Reporting Person
or Control Person has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent
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