Amended Statement of Ownership (sc 13g/a)
14 February 2018 - 8:12AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/
A
Under the Securities Exchange Act of 1934
(Amendment No. 1) *
EP Energy
Corporation
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
268785102
(CUSIP Number)
December 31, 2017
(Date of the Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed :
☐ Rule
13d-1(b)
☐ Rule
13d-1(c)
☒ Rule
13d-1(d)
*
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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 the disclosures provided in a prior cover page.
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The information required in 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 provision of the Act
(however, see the Notes.)
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1
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NAME OF
REPORTING PERSONS
GIC Private Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Republic of
Singapore
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0 shares
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6
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SHARED VOTING POWER
12,509,968
(1)
shares
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7
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SOLE DISPOSITIVE POWER
0 shares
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8
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SHARED DISPOSITIVE POWER
12,509,968
(1)
shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,509,968
(1)
shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
4.91%
(2)
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12
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TYPE OF REPORTING PERSON (See
Instructions)
CO
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(1)
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Based on the number of shares of Class A Common Stock of the Issuer held indirectly by the Reporting Person through EPE 892
Co-Investors
II, L.P. See Item 4.
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(2)
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Based on 254,923,001 shares of Class A Common Stock outstanding as of October 19, 2017 according to the Quarterly Report on Form
10-Q
filed by the Issuer with the
Securities and Exchange Commission on November 3, 2017.
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1
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NAME OF
REPORTING PERSONS
GIC Special Investments Pte. Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Republic of
Singapore
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0 shares
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6
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SHARED VOTING POWER
12,509,968
(1)
shares
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7
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SOLE DISPOSITIVE POWER
0 shares
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8
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SHARED DISPOSITIVE POWER
12,509,968
(1)
shares
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|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,509,968
(1)
shares
|
10
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
4.91%
(2)
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12
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TYPE OF REPORTING PERSON (See
Instructions)
CO
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(1)
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Based on the number of shares of Class A Common Stock of the Issuer held indirectly by the Reporting Person through EPE 892
Co-Investors
II, L.P. See Item 4.
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(2)
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Based on 254,923,001 shares of Class A Common Stock outstanding as of October 19, 2017 according to the Quarterly Report on Form
10-Q
filed by the Issuer with the
Securities and Exchange Commission on November 3, 2017.
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1
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NAME OF
REPORTING PERSONS
Seabed Veil Investment Pte. Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Republic of
Singapore
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|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0 shares
|
|
6
|
|
SHARED VOTING POWER
12,509,968
(1)
shares
|
|
7
|
|
SOLE DISPOSITIVE POWER
0 shares
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|
8
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SHARED DISPOSITIVE POWER
12,509,968
(1)
shares
|
|
|
|
|
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9
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,509,968
(1)
shares
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
4.91%
(2)
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12
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TYPE OF REPORTING PERSON (See
Instructions)
CO
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(1)
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Based on the number of shares of Class A Common Stock of the Issuer held indirectly by the Reporting Person through EPE 892
Co-Investors
II, L.P. See Item 4.
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(2)
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Based on 254,923,001 shares of Class A Common Stock outstanding as of October 19, 2017 according to the Quarterly Report on Form
10-Q
filed by the Issuer with the
Securities and Exchange Commission on November 3, 2017.
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EXPLANATORY NOTE
This Amendment No. 1 (this
Amendment
) amends the statement on Schedule 13G originally
jointly filed by GIC Private Limited, GIC Special Investments Pte. Ltd. and Seabed Veil Investment Pte. Ltd. on May 10, 2016 (the
Original Schedule
13G
). Capitalized terms used but not otherwise
defined in this Amendment shall have the meanings ascribed to such terms in the Original Schedule 13G. Although the actual number of shares of Class A Common Stock of the Issuer beneficially owned by GIC Private Limited, GIC
Special Investments Pte. Ltd. and Seabed Veil Investment Pte. Ltd. has not changed since the filing of the Original Schedule 13G, this Amendment is being filed to report that beneficial ownership has fallen below 5% of the
outstanding Class A Common Stock of the Issuer as a result of the change in the outstanding number of shares of Class A Common Stock of the Issuer since the filing of the Original Schedule 13G. As a result, as of
December 31, 2017, GIC Private Limited, GIC Special Investments Pte. Ltd. and Seabed Veil Investment Pte. Ltd. are no longer required to report their beneficial ownership of Class A Common Stock of the Issuer on Schedule 13G.
EP Energy Corporation
Item 1(b)
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Address of Issuers Principal Executive Offices
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1001 Louisiana Street
Houston, Texas 77002
Item 2(a)
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Name of Persons Filing
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GIC Private Limited
GIC Special Investments Pte. Ltd.
Seabed Veil Investment Pte.
Ltd.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with the Original Schedule 13G as Exhibit A. Pursuant to
the Joint Filing Agreement, the Reporting Persons have agreed to file the Original Schedule 13G and this Amendment jointly in accordance with the provisions of Rule
13d-1(k)(1)
under the Securities Exchange
Act of 1934, as amended. The execution and filing of the Joint Filing Agreement shall not be construed as an admission that the Reporting Persons are a group or have agreed to act as a group.
Item 2(b)
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Address of Principal Business Office or, if none, Residence
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The address of GIC Private Limited., GIC
Special Investments Pte. Ltd. and Seabed Veil Investment Pte. Ltd. is as follows:
168 Robinson Road
#37-01
Capital Tower
Singapore
068912
Republic of Singapore
Item 2(c) Citizenship
GIC Private Limited, GIC Special Investments Pte. Ltd. and Seabed Veil Investment Pte. Ltd. are established under the Companies Act of the Republic of
Singapore.
Item 2(d) Title of Class of Securities
Class A Common Stock
Item 2(e) CUSIP Number
268785102
Item 3 If this statement in
filed pursuant to
§§240.13d-1(b),
or
13d-2(b)
or (c), check whether the person filing is a:
Not applicable.
Item 4 Ownership
The number of shares of Class A Common Stock beneficially owned by GIC Private Limited, GIC Special Investments Pte. Ltd. and Seabed Veil Investment Pte.
Ltd. is as follows:
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Reporting Person
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Amount Beneficially Owned(1)
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Percent of Class(2)
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GIC Private Limited
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12,509,968
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4.91%
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GIC Special Investments Pte. Ltd.
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12,509,968
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4.91%
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Seabed Veil Investment Pte. Ltd.
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12,509,968
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4.91%
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Reporting Person
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Voting Power
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Dispositive Power
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Sole
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Shared(1)
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Sole
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Shared(1)
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GIC Private Limited
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0
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12,509,968
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0
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12,509,968
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GIC Special Investments Pte. Ltd.
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0
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12,509,968
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0
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12,509,968
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Seabed Veil Investment Pte. Ltd.
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0
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12,509,968
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0
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12,509,968
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Seabed Veil Investment Pte. Ltd. holds certain limited partnership interests in EPE 892
Co-Investors
II, L.P., which in turn, holds shares of the Issuers Class A Common Stock. By virtue of the EPE 892
Co-Investors
II, L.P. limited
partnership agreement, under which Seabed Veil Investment Pte. Ltd. has the right to direct actions to be taken by EPE 892
Co-Investors
II, L.P. with respect to shares of the Issuers Class A Common
Stock held by EPE 892
Co-Investors
II, L.P. that would be allocated to Seabed Veil Investment Pte. Ltd. under the terms of the EPE 892
Co-Investors
II, L.P. limited
partnership agreement, Seabed Veil Investment Pte. Ltd. may be deemed to beneficially own 12,509,968 shares of the Issuers Class A Common Stock. Seabed Veil Investment Pte. Ltd. shares the power to vote and the power to dispose of the
shares with GIC Special Investments Pte. Ltd. and GIC Private Limited, both of which are private limited companies incorporated in Singapore. GIC Special Investments Pte. Ltd. is wholly owned by GIC Private Limited and is the private equity
investment arm of GIC Private Limited. GIC Private Limited is a fund manager and manages the reserves of the Government of Singapore.
The Reporting
Persons disclaim membership in a group.
(1)
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Based on the number of shares of Class A Common Stock of the Issuer held indirectly by the Reporting Persons through EPE 892
Co-Investors
II, L.P.
|
(2)
|
Based on 254,923,001 shares of Class A Common Stock outstanding as of October 19, 2017 according to the Quarterly Report on Form
10-Q
filed by the Issuer with the
Securities and Exchange Commission on November 3, 2017.
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Item 5 Ownership of Five Percent or Less of a Class
☒
Item 6 Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7 Identification and
Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
Not applicable.
Item 8 Identification and Classification of Members of the Group
Not applicable.
Item 9 Notice of Dissolution of Group
Not applicable.
Item 10 Certifications
Not applicable.
SIGNATURE
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
as of February 13, 2018.
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GIC PRIVATE LIMITED
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By:
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/s/ Celine Loh Sze Ling
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Name:
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Celine Loh Sze Ling
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Title:
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Senior Vice President
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By:
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/s/ Carol Tan Siew Shean
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Name:
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Carol Tan Siew Shean
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Title:
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Senior Vice President
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GIC SPECIAL INVESTMENTS PTE. LTD.
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By:
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/s/ Chan Hoe Yin
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Name:
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Chan Hoe Yin
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Title:
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Director
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SEABED VEIL INVESTMENT PTE. LTD.
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By:
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/s/ Goh Chin Kiong
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Name:
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Goh Chin Kiong
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Title:
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Director
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