UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
PERMIAN
RESOURCES CORPORATION
(Name of lssuer)
Class
A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
71424F
105
(CUSIP Number)
Matthew
Pacey, P.C.
Kirkland & Ellis LLP
609 Main Street
Houston, Texas 77002
(713) 836-3600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 4, 2024
(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-l(e), §240.13d-l(f) or §240.13d-l(g), check the following box: ¨
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. 71424F 105
| 1. | Name of reporting person Pearl Energy Investments, L.P. |
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| 2. |
Check the appropriate box if a member of a group
(a) ¨ (b) x |
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| 3. | SEC use only | |||
| 4. |
Source of funds (See Instructions)
OO |
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| 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 |
|||
| 14. | Type of reporting person PN |
|||
| 1. | Name of reporting person Pearl Energy Investments AIV, L.P. |
|||
| 2. |
Check the appropriate box if a member of a group
(a) ¨ (b) x |
|||
| 3. | SEC use only | |||
| 4. |
Source of funds (See Instructions)
PN |
|||
| 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
34,131,237 (1) |
|||
| 9. | Sole dispositive power 0 |
|||
| 10. |
Shared dispositive power
34,131,237 (1) |
|||
| 11. | Aggregate amount beneficially owned by each reporting person 34,131,237 (1) |
|||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares | ¨ | ||
| 13. | Percent of class represented by amount in Row (11) 5.9% (2) |
|||
| 14. | Type of reporting person PN |
|||
| (1) | Consists of 34,131,237 shares of Class C Common Stock, par value $0.0001 per share (“Class C Common Stock”), of Permian Resources Corporation (the “Issuer”) and an equal number of Common Units (“Opco Common Units”) of Permian Resources Operating, LLC (“Opco”). Pursuant to the Seventh Amended and Restated Limited Liability Company Agreement of Opco (as amended and currently in effect, the “Opco LLC Agreement”), at the request of the holder, each Opco Common Unit may be redeemed for, at Opco’s election, a newly-issued share of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), of the Issuer or a cash payment, and upon redemption of such Opco Common Unit, a share of Class C Common Stock shall be surrendered by the holder and cancelled by the Issuer. |
| (2) | Based on the quotient obtained by dividing (a) the number of shares of Class A Common Stock beneficially owned by the reporting person as set forth in Row (11) (assuming redemption of all Opco Common Units beneficially owned by the reporting person for shares of Class A Common Stock) by (b) the sum of (i) 540,951,732 outstanding shares of Class A Common Stock, as reported in the Annual Report on Form 10-K filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on February 29, 2024 (the “Issuer’s Form 10-K”), and (ii) the number of shares of Class A Common Stock set forth in clause (a). |
CUSIP No. 71424F 105
| 1. | Name of reporting person Pearl Energy Investment GP, L.P. |
|||
| 2. |
Check the appropriate box if a member of a group
(a) ¨ (b) x |
|||
| 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
42,463,370 (1) |
|||
| 9. | Sole dispositive power 0 |
|||
| 10. |
Shared dispositive power
42,463,370 (1) |
|||
| 11. | Aggregate amount beneficially owned by each reporting person 42,463,370 (1) |
|||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares | ¨ | ||
| 13. | Percent of class represented by amount in Row (11) 7.3% (2) |
|||
| 14. | Type of reporting person PN |
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| (1) | Consists of 42,463,370 shares of Class C Common Stock and an equal number of Opco Common Units. Pursuant to the Opco LLC Agreement, at the request of the holder, each Opco Common Unit may be redeemed for, at Opco’s election, a newly-issued share of Class A Common Stock or a cash payment, and upon redemption of such Opco Common Unit, a share of Class C Common Stock shall be surrendered by the holder and cancelled by the Issuer. |
| (2) | Based on the quotient obtained by dividing (a) the number of shares of Class A Common Stock beneficially owned by the reporting person as set forth in Row (11) (assuming redemption of all Opco Common Units beneficially owned by the reporting person for shares of Class A Common Stock) by (b) the sum of (i) 540,951,732 outstanding shares of Class A Common Stock, as reported in the Issuer’s Form 10-K, and (ii) the number of shares of Class A Common Stock set forth in clause (a). |
CUSIP No. 71424F 105
| 1. | Name of reporting person Pearl Energy Investment UGP, LLC |
|||
| 2. |
Check the appropriate box if a member of a group
(a) ¨ (b) x |
|||
| 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
42,463,370 (1) |
|||
| 9. | Sole dispositive power 0 |
|||
| 10. |
Shared dispositive power
42,463,370 (1) |
|||
| 11. | Aggregate amount beneficially owned by each reporting person 42,463,370 (1) |
|||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares | ¨ | ||
| 13. | Percent of class represented by amount in Row (11) 7.3% (2) |
|||
| 14. | Type of reporting person OO |
|||
| (1) | Consists of 42,463,370 shares of Class C Common Stock and an equal number of Opco Common Units. Pursuant to the Opco LLC Agreement, at the request of the holder, each Opco Common Unit may be redeemed for, at Opco’s election, a newly-issued share of Class A Common Stock or a cash payment, and upon redemption of such Opco Common Unit, a share of Class C Common Stock shall be surrendered by the holder and cancelled by the Issuer. |
| (2) | Based on the quotient obtained by dividing (a) the number of shares of Class A Common Stock beneficially owned by the reporting person as set forth in Row (11) (assuming redemption of all Opco Common Units beneficially owned by the reporting person for shares of Class A Common Stock) by (b) the sum of (i) 540,951,732 outstanding shares of Class A Common Stock, as reported in the Issuer’s Form 10-K, and (ii) the number of shares of Class A Common Stock set forth in clause (a). |
CUSIP No. 71424F 105
| 1. | Name of reporting person Pearl Energy Investments II, L.P. |
|||
| 2. |
Check the appropriate box if a member of a group
(a) ¨ (b) x |
|||
| 3. | SEC use only | |||
| 4. |
Source of funds (See Instructions)
00 |
|||
| 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
16,094,353 (1) |
|||
| 9. | Sole dispositive power 0 |
|||
| 10. |
Shared dispositive power
16,094,353 (1) |
|||
| 11. | Aggregate amount beneficially owned by each reporting person 16,094,353 (1) |
|||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares | ¨ | ||
| 13. | Percent of class represented by amount in Row (11) 2.9% (2) |
|||
| 14. | Type of reporting person PN |
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| (1) | Consists of 16,094,353 shares of Class C Common Stock and an equal number of Opco Common Units. Pursuant to the Opco LLC Agreement, at the request of the holder, each Opco Common Unit may be redeemed for, at Opco’s election, a newly-issued share of Class A Common Stock or a cash payment, and upon redemption of such Opco Common Unit, a share of Class C Common Stock shall be surrendered by the holder and cancelled by the Issuer. |
| (2) | Based on the quotient obtained by dividing (a) the number of shares of Class A Common Stock beneficially owned by the reporting person as set forth in Row (11) (assuming redemption of all Opco Common Units beneficially owned by the reporting person for shares of Class A Common Stock) by (b) the sum of (i) 540,951,732 outstanding shares of Class A Common Stock, as reported in the Issuer’s Form 10-K, and (ii) the number of shares of Class A Common Stock set forth in clause (a). |
| 1. | Name of reporting person Pearl CIII Holdings, L.P. |
|||
| 2. |
Check the appropriate box if a member of a group
(a) ¨ (b) x |
|||
| 3. | SEC use only | |||
| 4. |
Source of funds (See Instructions)
00 |
|||
| 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
12,498,897 (1) |
|||
| 9. | Sole dispositive power 0 |
|||
| 10. |
Shared dispositive power
12,498,897 (1) |
|||
| 11. | Aggregate amount beneficially owned by each reporting person 12,498,897 (1) |
|||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares | ¨ | ||
| 13. | Percent of class represented by amount in Row (11) 2.3% (2) |
|||
| 14. | Type of reporting person PN |
|||
| (1) | Consists of 12,498,897 shares of Class C Common Stock and an equal number of Opco Common Units. Pursuant to the Opco LLC Agreement, at the request of the holder, each Opco Common Unit may be redeemed for, at Opco’s election, a newly-issued share of Class A Common Stock or a cash payment, and upon redemption of such Opco Common Unit, a share of Class C Common Stock shall be surrendered by the holder and cancelled by the Issuer. |
| (2) | Based on the quotient obtained by dividing (a) the number of shares of Class A Common Stock beneficially owned by the reporting person as set forth in Row (11) (assuming redemption of all Opco Common Units beneficially owned by the reporting person for shares of Class A Common Stock) by (b) the sum of (i) 540,951,732 outstanding shares of Class A Common Stock, as reported in the Issuer’s Form 10-K, and (ii) the number of shares of Class A Common Stock set forth in clause (a). |
CUSIP No. 71424F 105
| 1. | Name of reporting person Pearl Energy Investments II GP, L.P. |
|||
| 2. |
Check the appropriate box if a member of a group
(a) ¨ (b) x |
|||
| 3. | SEC use only | |||
| 4. |
Source of funds (See Instructions)
00 |
|||
| 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
28,593,250 (1) |
|||
| 9. | Sole dispositive power 0 |
|||
| 10. |
Shared dispositive power
28,593,250 (1) |
|||
| 11. | Aggregate amount beneficially owned by each reporting person 28,593,250 (1) |
|||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares | ¨ | ||
| 13. | Percent of class represented by amount in Row (11) 5.0% (2) |
|||
| 14. | Type of reporting person PN |
|||
| (1) | Consists of 28,593,250 shares of Class C Common Stock and an equal number of Opco Common Units. Pursuant to the Opco LLC Agreement, at the request of the holder, each Opco Common Unit may be redeemed for, at Opco’s election, a newly-issued share of Class A Common Stock or a cash payment, and upon redemption of such Opco Common Unit, a share of Class C Common Stock shall be surrendered by the holder and cancelled by the Issuer. |
| (2) | Based on the quotient obtained by dividing (a) the number of shares of Class A Common Stock beneficially owned by the reporting person as set forth in Row (11) (assuming redemption of all Opco Common Units beneficially owned by the reporting person for shares of Class A Common Stock) by (b) the sum of (i) 540,951,732 outstanding shares of Class A Common Stock, as reported in the Issuer’s Form 10-K, and (ii) the number of shares of Class A Common Stock set forth in clause (a). |
CUSIP No. 71424F 105
| 1. | Name of reporting person Pearl Energy Investment II UGP, LLC |
|||
| 2. |
Check the appropriate box if a member of a group
(a) ¨ (b) x |
|||
| 3. | SEC use only | |||
| 4. |
Source of funds (See Instructions)
00 |
|||
| 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
28,593,250 (1) |
|||
| 9. | Sole dispositive power 0 |
|||
| 10. |
Shared dispositive power
28,593,250 (1) |
|||
| 11. | Aggregate amount beneficially owned by each reporting person 28,593,250 (1) |
|||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares | ¨ | ||
| 13. | Percent of class represented by amount in Row (11) 5.0% (2) |
|||
| 14. | Type of reporting person OO |
|||
| (1) | Consists of 28,593,250 shares of Class C Common Stock and an equal number of Opco Common Units. Pursuant to the Opco LLC Agreement, at the request of the holder, each Opco Common Unit may be redeemed for, at Opco’s election, a newly-issued share of Class A Common Stock or a cash payment, and upon redemption of such Opco Common Unit, a share of Class C Common Stock shall be surrendered by the holder and cancelled by the Issuer. |
| (2) | Based on the quotient obtained by dividing (a) the number of shares of Class A Common Stock beneficially owned by the reporting person as set forth in Row (11) (assuming redemption of all Opco Common Units beneficially owned by the reporting person for shares of Class A Common Stock) by (b) the sum of (i) 540,951,732 outstanding shares of Class A Common Stock, as reported in the Issuer’s Form 10-K, and (ii) the number of shares of Class A Common Stock set forth in clause (a). |
CUSIP No. 71424F 105
| 1. | Name of reporting person | ||||
| William J. Quinn | |||||
| 2. | Check the appropriate box if a member of a group | ||||
| (a) ¨ | (b) x | ||||
| 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 | ||||
| 71,056,620 (1) | |||||
| 9. | Sole dispositive power | ||||
| 0 | |||||
| 10. | Shared dispositive power | ||||
| 71,056,620 (1) | |||||
| 11. | Aggregate amount beneficially owned by each reporting person | ||||
| 71,056,620 (1) | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares | ¨ | |||
| 13. | Percent of class represented by amount in Row (11) | ||||
| 11.6% (2) | |||||
| 14. | Type of reporting person | ||||
| IN | |||||
| (1) | Consists of 71,056,620 shares of Class C Common Stock and an equal number of Opco Common Units. Pursuant to the Opco LLC Agreement, at the request of the holder, each Opco Common Unit may be redeemed for, at Opco’s election, a newly-issued share of Class A Common Stock or a cash payment, and upon redemption of such Opco Common Unit, a share of Class C Common Stock shall be surrendered by the holder and cancelled by the Issuer. |
| (2) | Based on the quotient obtained by dividing (a) the number of shares of Class A Common Stock beneficially owned by the reporting person as set forth in Row (11) (assuming redemption of all Opco Common Units beneficially owned by the reporting person for shares of Class A Common Stock) by (b) the sum of (i) 540,951,732 outstanding shares of Class A Common Stock, as reported in the Issuer’s Form 10-K, and (ii) the number of shares of Class A Common Stock set forth in clause (a). |
Explanatory Note
This Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D filed by the undersigned with the Securities and Exchange Commission on September 12, 2022 (the “Original Schedule 13D”). 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 in their entirety. Capitalized terms used herein but not defined herein have the respective meanings ascribed to them in the Original Schedule 13D. This Amendment is being filed on behalf of the reporting persons identified on the cover pages of this Amendment.
Item 2. Identity and Background
Item 2 of the Original Schedule 13D is amended and restated in its entirety as set forth below:
(a) This statement on Schedule 13D (as amended, this “Schedule 13D”) is being filed jointly by: (i) Pearl Energy Investments, L.P., a Delaware limited partnership (“Pearl I”), (ii) Pearl Energy Investments AIV, L.P., a Delaware limited partnership (“Pearl AIV”), (iii) Pearl Energy Investment GP, L.P., a Delaware limited partnership (“Pearl I GP, LP”), (iv) Pearl Energy Investment UGP, LLC, a Delaware limited liability company (“Pearl I UGP”), (v) Pearl Energy Investments II, L.P., a Delaware limited partnership (“Pearl II”), (vi) Pearl Energy Investment II GP, L.P., a Delaware limited partnership (“Pearl II GP, LP”), (vii) Pearl Energy Investment II UGP, LLC, a Delaware limited liability company (“Pearl II UGP”), (viii) Pearl CIII Holdings, L.P., a Delaware limited partnership (“Colgate Holdings”) and (ix)William J. Quinn, a U.S. citizen (collectively, the “Reporting Persons”).
The Reporting Persons have entered into a joint filing agreement, dated as of March 6, 2024, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
(b)-(c) The address of the principal office of the Reporting Persons is 2100 McKinney Ave #1675, Dallas, TX 75201.
The principal business of the Reporting Persons is to either invest in securities or serve as a general partner or management company of an entity that invests in securities. Information regarding the principal occupation or employment of Mr. Quinn is included in, or incorporated by reference into, the Issuer’s Closing 8-K.
(d) During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding it or he 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.
(j) All of the natural persons identified in this Item 2 are citizens of the United States of America.
Item 4. Purpose of the Transaction
Item 4 of the Original Schedule 13D is amended to include the following after the final paragraph:
Exchange of Common Units, Disposition of Class C Common Stock and Sale of Class A Common Stock
On March 4, 2024, Pearl AIV exchanged 10,531,493 Opco Common Units, Pearl I GP, LP exchanged 3,434,523 Opco Common Units and Colgate Holdings exchanged 4,110,833 Opco Common Units (each together with the delivery for no consideration of an equal number of shares of Class C Common Stock) for shares of Class A Common Stock. Also, on March 4, 2024, Pearl AIV, Pearl I GP, LP and Colgate Holdings sold an aggregate amount of 18,076,849 shares of Class A Common Stock of the Issuer in an underwritten public offering.
Item 5. Interest in Securities of the Issuer
Item 5 of the Original Schedule 13D is amended and restated in its entirety as set forth below:
(a)-(b) The information set forth on the cover pages is incorporated by reference into this Item 5.
Pursuant to the Opco LLC Agreement, at the request of the holder, each Opco Common Unit may be redeemed for, at Opco’s election, a newly-issued share of Class A Common Stock or a cash payment equal, and upon redemption of such Opco Common Unit, a share of Class C Common Stock shall be surrendered by the holder and cancelled by the Issuer.
34,131,237 Opco Common Units and corresponding shares of Class C Common Stock of the Issuer are held by Pearl AIV. 8,332,133 Opco Common Units and corresponding shares of Class C Common Stock of the Issuer are held by Pearl I GP, LP. Pearl AIV is controlled by Pearl I GP, LP. Pearl I GP, LP is controlled by Pearl I UGP. Pearl I UGP is controlled by Quinn. 16,094,353 Opco Common Units and corresponding shares of Class C Common Stock of the Issuer are held by Pearl II. Pearl II is controlled by Pearl II GP, LP. Pearl II GP, LP is controlled by Pearl II UGP. Pearl II UGP is controlled by Quinn. 12,498,897 Opco Common Units and corresponding shares of Class C Common Stock of the Issuer are held by Colgate Holdings. Colgate Holdings is controlled by Pearl II GP, LP. Pearl II GP, LP is controlled by Pearl II UGP. Pearl II UGP is controlled by Quinn. The respective controlling entities of the reporting persons may be deemed to beneficially own all of the Opco Common Units and the corresponding shares of Class C Common Stock of the Issuer held by such Reporting Persons.
The percentage of shares of Class A Common Stock reported to be beneficially owned by the Reporting Persons in this paragraph and elsewhere in this Schedule 13D is based on 540,951,732 shares of Class A Common Stock outstanding as of February 29, 2024, as reported in the Issuer’s Annual Report on Form 10-K, and is determined in accordance with the rules of the SEC (which assumes the exchange of all Opco Common Units held by a Reporting Person into shares of Class A Common Stock for such Reporting Person only).
The information set forth or incorporated by reference in Item 6 of this Schedule 13D is incorporated by reference in this Item 5.
(c) Except in connection with the Business Combinations and as described in Item 3, none of the Reporting Persons has effected any transaction related to the Class A Common Stock during the past 60 days.
(d) Except as otherwise described in this Schedule 13D, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this Schedule 13D.
(e) On February 9, 2024, in connection with a distribution to Pearl AIV and Pearl I GP, LP, Pearl I ceased to be the beneficial owner of any shares of the Issuer's Class A Common Stock on an as-converted basis.
Item 7. Material to be Filed as Exhibits.
| Exhibit No. | Description | |
| 99.1 | Joint Filing Agreement, dated as of March 6, 2024, by and among the Reporting Persons. |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.
Date: March 6, 2024
| PEARL ENERGY INVESTMENTS, L.P. | ||
| By: Pearl Energy Investment GP, L.P., | ||
| its general partner | ||
| By: Pearl Energy Investment UGP, LLC, | ||
| its general partner | ||
| By: | /s/ William J. Quinn | |
| Name: | William J. Quinn | |
| Title: | Authorized Person | |
| PEARL ENERGY INVESTMENTS AIV, L.P. | ||
| By: Pearl Energy Investment GP, L.P., | ||
| its general partner | ||
| By: Pearl Energy Investment UGP, LLC, | ||
| its general partner | ||
| By: | /s/ William J. Quinn | |
| Name: | William J. Quinn | |
| Title: | Authorized Person | |
| PEARL ENERGY INVESTMENT GP, L.P. | ||
| By: Pearl Energy Investment UGP, LLC | ||
| its general partner | ||
| By: | /s/ William J. Quinn | |
| Name: | William J. Quinn | |
| Title: | Authorized Person | |
| PEARL ENERGY INVESTMENT UGP, LLC | ||
| By: | /s/ William J. Quinn | |
| Name: | William J. Quinn | |
| Title: | Authorized Person | |
| PEARL ENERGY INVESTMENTS II, L.P. | ||
| By: Pearl Energy Investment II GP, L.P., | ||
| its general partner | ||
| By: Pearl Energy Investment II UGP, LLC, | ||
| its general partner | ||
| By: | /s/ William J. Quinn | |
| Name: | William J. Quinn | |
| Title: | Authorized Person | |
| PEARL CIII HOLDINGS, L.P. | ||
| By: Pearl Energy Investment II GP, L.P., | ||
| its general partner | ||
| By: Pearl Energy Investment II UGP, LLC, | ||
| its general partner | ||
| By: | /s/ William J. Quinn | |
| Name: | William J. Quinn | |
| Title: | Authorized Person | |
| PEARL ENERGY INVESTMENT II GP, L.P. | ||
| By: Pearl Energy Investment II UGP, LLC | ||
| its general partner | ||
| By: | /s/ William J. Quinn | |
| Name: | William J. Quinn | |
| Title: | Authorized Person | |
| PEARL ENERGY INVESTMENT II UGP, LLC | ||
| By: | /s/ William J. Quinn | |
| Name: | William J. Quinn | |
| Title: | Authorized Person | |
| WILLIAM J. QUINN | ||
| By: | /s/ William J. Quinn | |
| Name: | William J. Quinn | |
[Signature Page to Schedule 13D]