0000899243-19-029587.txt : 20191218 0000899243-19-029587.hdr.sgml : 20191218 20191218190219 ACCESSION NUMBER: 0000899243-19-029587 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20191216 FILED AS OF DATE: 20191218 DATE AS OF CHANGE: 20191218 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus & Co US, LLC CENTRAL INDEX KEY: 0001635320 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38870 FILM NUMBER: 191293793 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212 878 0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS LLC CENTRAL INDEX KEY: 0001162870 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38870 FILM NUMBER: 191293794 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAYE CHARLES R CENTRAL INDEX KEY: 0001239318 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38870 FILM NUMBER: 191293795 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Landy Joseph P. CENTRAL INDEX KEY: 0001220638 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38870 FILM NUMBER: 191293796 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: LANDY JOSEPH DATE OF NAME CHANGE: 20030225 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Brigham Minerals, Inc. CENTRAL INDEX KEY: 0001745797 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 831106283 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5914 W. COURTYARD DRIVE STREET 2: SUITE 100 CITY: AUSTIN STATE: TX ZIP: 78730 BUSINESS PHONE: (512) 220-6350 MAIL ADDRESS: STREET 1: 5914 W. COURTYARD DRIVE STREET 2: SUITE 100 CITY: AUSTIN STATE: TX ZIP: 78730 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-12-16 0 0001745797 Brigham Minerals, Inc. MNRL 0001635320 Warburg Pincus & Co US, LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001162870 WARBURG PINCUS LLC /O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001239318 KAYE CHARLES R C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 0 0 0001220638 Landy Joseph P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 0 0 Class A common stock, par value $0.01 2019-12-16 4 S 0 1153187 17.376 D 3856823 I By Brigham Parent Holdings, L.P. Class B common stock, par value $0.01 2019-12-16 4 C 0 5384 D 18008 I By WP Energy Partners Brigham Holdings, L.P. Class A common stock, par value $0.01 2019-12-16 4 C 0 5384 A 5384 I By WP Energy Partners Brigham Holdings, L.P. Class A common stock, par value $0.01 2019-12-16 4 S 0 5384 17.376 D 0 I By WP Energy Partners Brigham Holdings, L.P. Class B common stock, par value $0.01 2019-12-16 4 C 0 41119 D 137522 I By Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC Class A common stock, par value $0.01 2019-12-16 4 C 0 41119 A 41119 I By Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC Class A common stock, par value $0.01 2019-12-16 4 S 0 41119 17.376 D 0 I By Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC Class B common stock, par value $0.01 2019-12-16 4 C 0 64739 D 216521 I By Warburg Pincus XI (E&P) Partners-A (Brigham), LLC Class A common stock, par value $0.01 2019-12-16 4 C 0 64739 A 64739 I By Warburg Pincus XI (E&P) Partners-A (Brigham), LLC Class A common stock, par value $0.01 2019-12-16 4 S 0 64739 17.376 D 0 I By Warburg Pincus XI (E&P) Partners-A (Brigham), LLC Class B common stock, par value $0.01 2019-12-16 4 C 0 65760 D 219934 I By WP Energy Brigham Holdings, L.P. Class A common stock, par value $0.01 2019-12-16 4 C 0 65760 A 65760 I By WP Energy Brigham Holdings, L.P. Class A common stock, par value $0.01 2019-12-16 4 S 0 65760 17.376 D 0 I By WP Energy Brigham Holdings, L.P. Class B common stock, par value $0.01 2019-12-16 4 C 0 104329 D 348928 I By WP Brigham Holdings, L.P. Class A common stock, par value $0.01 2019-12-16 4 C 0 104329 A 104329 I By WP Brigham Holdings, L.P. Class A common stock, par value $0.01 2019-12-16 4 S 0 104329 17.376 D 0 I By WP Brigham Holdings, L.P. Class B common stock, par value $0.01 2019-12-16 4 C 0 680815 D 2276984 I By Warburg Pincus Energy (E&P)-A (Brigham), LLC Class A common stock, par value $0.01 2019-12-16 4 C 0 680815 A 680815 I By Warburg Pincus Energy (E&P)-A (Brigham), LLC Class A common stock, par value $0.01 2019-12-16 4 S 0 680815 17.376 D 0 I By Warburg Pincus Energy (E&P)-A (Brigham), LLC Class B common stock, par value $0.01 2019-12-16 4 C 0 840217 D 2810102 I By Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC Class A common stock, par value $0.01 2019-12-16 4 C 0 840217 A 840217 I By Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC Class A common stock, par value $0.01 2019-12-16 4 S 0 840217 17.376 D 0 I By Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC Brigham Minerals Holdings, LLC common unit 2019-12-16 4 C 0 5384 0.00 D Class A common stock, par value $0.01 5384 18008 I By WP Energy Partners Brigham Holdings, L.P. Brigham Minerals Holdings, LLC common unit 2019-12-16 4 C 0 41119 0.00 D Class A common stock, par value $0.01 41119 137522 I By Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC Brigham Minerals Holdings, LLC common unit 2019-12-16 4 C 0 64739 0.00 D Class A common stock, par value $0.01 64739 216521 I By Warburg Pincus XI (E&P) Partners-A (Brigham), LLC Brigham Minerals Holdings, LLC common unit 2019-12-16 4 C 0 65760 0.00 D Class A common stock, par value $0.01 65760 219934 I By WP Energy Brigham Holdings, L.P. Brigham Minerals Holdings, LLC common unit 2019-12-16 4 C 0 104329 0.00 D Class A common stock, par value $0.01 104329 348928 I By WP Brigham Holdings, L.P. Brigham Minerals Holdings, LLC common unit 2019-12-16 4 C 0 680815 0.00 D Class A common stock, par value $0.01 680815 2276984 I By Warburg Pincus Energy (E&P)-A (Brigham), LLC Brigham Minerals Holdings, LLC common unit 2019-12-16 4 C 0 840217 0.00 D Class A common stock, par value $0.01 840217 2810102 I By Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). As of December 16, 2019, after consummation of all transactions reported herein, Brigham Parent Holdings directly held 3,856,823 shares of Class A common stock. As of December 16, 2019, the WP Class B Owners collectively directly held 6,027,999 shares of Class B common stock and 6,027,999 Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units") of which 18,008 of each are directly held by WPE Partners Brigham Holdings, 137,522 of each are directly held by WPE E&P Partners-A Brigham, 216,521 of each are directly held by WP XI E&P Partners-A Brigham, 219,934 of each are directly held by WPE Brigham Holdings, 348,928 of each are directly held by WP Brigham Holdings, 2,276,984 of each are directly held by WPE E&P-A Brigham and 2,810,102 of each are directly held by WPPE E&P XI-A Brigham. Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." Charles R. Kaye and Joseph P. Landy are each Managing General Partners of Warburg Pincus US and Managing Members and Co-Chief Executive Officers of Warburg Pincus and may be deemed to control the Warburg Pincus Entities. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US, Warburg Pincus and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US, Warburg Pincus and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. The Warburg Pincus Entities, Messrs. Kaye and Landy and such affiliates (other than the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham. WP XI E&P GP, WP XI E&P LLC and WP Partners E&P XI LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham and WP Brigham Holdings. WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P Partners-A Brigham. WP XI E&P Partners-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WP XI E&P Partners-A Brigham. WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P-A Brigham. WPPE E&P XI-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham. At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham LLC's election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. On December 16, 2019, WPE Partners Brigham Holdings requested that 5,384 shares of Class B common stock and 5,384 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 5,384 shares of Class A common stock. On December 16, 2019, WPE E&P Partners-A Brigham requested that 41,119 shares of Class B common stock and 41,119 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 41,119 shares of Class A common stock. On December 16, 2019, WP XI E&P Partners-A Brigham requested that 64,739 shares of Class B common stock and 64,739 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 64,739 shares of Class A common stock. On December 16, 2019, WPE Brigham Holdings requested that 65,760 shares of Class B common stock and 65,760 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 65,760 shares of Class A common stock. On December 16, 2019, WP Brigham Holdings requested that 104,329 shares of Class B common stock and 104,329 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 104,329 shares of Class A common stock. On December 16, 2019, WPE E&P-A Brigham requested that 680,815 shares of Class B common stock and 680,815 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 680,815 shares of Class A common stock. On December 16, 2019, WPE E&P-A Brigham requested that 680,815 shares of Class B common stock and 680,815 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 680,815 shares of Class A common stock. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. Exhibit 99.1 - Joint Filers' Signatures This report is one of three reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with Warburg Pincus & Company US, LLC and their applicable members. Form 3 of 3 /s/ Robert B. Knauss 2019-12-18 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                                                    Exhibit 99.1

                            Joint Filers' Signatures

WARBURG PINCUS PRIVATE EQUITY (E&P) XI-A
(BRIGHAM), LLC

By: Warburg Pincus Private Equity (E&P) XI-A,
    L.P., its sole member
By: Warburg Pincus (E&P) XI, L.P., its general
    partner
By: Warburg Pincus (E&P) XI LLC, its general
    partner
By: Warburg Pincus Partners (E&P) XI LLC, its sole
    member
By: Warburg Pincus Partners II (US), L.P., its
    managing member
By: Warburg Pincus & Company US, LLC, its
    general partner


----------------------------------------  Date:--------------------------------
Name: Robert B. Knauss
Title: Authorized Signatory


WARBURG PINCUS PRIVATE EQUITY (E&P) XI-A,
L.P.

By: Warburg Pincus (E&P) XI, L.P., its general
    partner
By: Warburg Pincus (E&P) XI LLC, its general
    partner
By: Warburg Pincus Partners (E&P) XI LLC, its sole
    member
By: Warburg Pincus Partners II (US), L.P., its
    managing member
By: Warburg Pincus & Company US, LLC, its
    general partner


----------------------------------------  Date:--------------------------------
Name: Robert B. Knauss
Title: Authorized Signatory


WARBURG PINCUS XI (E&P) PARTNERS-A
(BRIGHAM), LLC

By: Warburg Pincus XI (E&P) Partners-A, L.P., its
    sole member
By: Warburg Pincus (E&P) XI, L.P., its general
    partner
By: Warburg Pincus (E&P) XI LLC, its general
    partner
By: Warburg Pincus Partners (E&P) XI LLC, its sole
    member
By: Warburg Pincus Partners II (US), L.P., its
    managing member
By: Warburg Pincus & Company US, LLC, its
    general partner


----------------------------------------  Date:--------------------------------
Name: Robert B. Knauss
Title: Authorized Signatory


WARBURG PINCUS XI (E&P) PARTNERS-A, L.P.

By: Warburg Pincus (E&P) XI, L.P., its general
    partner
By: Warburg Pincus (E&P) XI LLC, its general
    partner
By: Warburg Pincus Partners (E&P) XI LLC, its sole
    member
By: Warburg Pincus Partners II (US), L.P., its
    managing member
By: Warburg Pincus & Company US, LLC, its
    general partner


----------------------------------------  Date:--------------------------------
Name: Robert B. Knauss
Title: Authorized Signatory


WP BRIGHAM HOLDINGS, L.P.

By: Warburg Pincus (E&P) XI, L.P., its general
    partner
By: Warburg Pincus (E&P) XI LLC, its general
    partner
By: Warburg Pincus Partners (E&P) XI LLC, its sole
    member
By: Warburg Pincus Partners II (US), L.P., its
    managing member
By: Warburg Pincus & Company US, LLC, its
    general partner


----------------------------------------  Date:--------------------------------
Name: Robert B. Knauss
Title: Authorized Signatory



WARBURG PINCUS (E&P) XI, L.P.

By: Warburg Pincus (E&P) XI LLC, its general
    partner
By: Warburg Pincus Partners (E&P) XI LLC, its sole
    member
By: Warburg Pincus Partners II (US), L.P., its
    managing member
By: Warburg Pincus & Company US, LLC, its
    general partner


----------------------------------------  Date:--------------------------------
Name: Robert B. Knauss
Title: Authorized Signatory


WARBURG PINCUS PARTNERS (E&P) XI LLC

By: Warburg Pincus Partners II (US), L.P., its
    managing member
By: Warburg Pincus & Company US, LLC, its
    general partner


----------------------------------------  Date:--------------------------------
Name: Robert B. Knauss
Title: Authorized Signatory


WARBURG PINCUS (E&P) ENERGY LLC

By: Warburg Pincus Partners II (US), L.P., its managing
    member
By: Warburg Pincus & Company US, LLC, its general
    partner


----------------------------------------  Date:--------------------------------
Name: Robert B. Knauss
Title: Authorized Signatory


WARBURG PINCUS (E&P) ENERGY GP, L.P.

By: Warburg Pincus (E&P) Energy LLC, its general
    partner
By: Warburg Pincus Partners II (US), L.P., its managing
    member
By: Warburg Pincus & Company US, LLC, its general
    partner


----------------------------------------  Date:--------------------------------
Name: Robert B. Knauss
Title: Authorized Signatory


WP ENERGY BRIGHAM HOLDINGS, L.P.

By: Warburg Pincus (E&P) Energy GP, L.P., its general
    partner
By: Warburg Pincus (E&P) Energy LLC, its general
    partner
By: Warburg Pincus Partners II (US), L.P., its managing
    member
By: Warburg Pincus & Company US, LLC, its general
    partner


By: -------------------------------------  Date:--------------------------------
    Name: Robert B. Knauss
    Title: Authorized Signatory


WP ENERGY PARTNERS BRIGHAM HOLDINGS, L.P.

By: Warburg Pincus (E&P) Energy GP, L.P., its general
    partner
By: Warburg Pincus (E&P) Energy LLC, its general
    partner
By: Warburg Pincus Partners II (US), L.P., its managing
    member
By: Warburg Pincus & Company US, LLC, its general
    partner


By: ------------------------------------  Date:--------------------------------
    Name: Robert B. Knauss
    Title: Authorized Signatory


WARBURG PINCUS ENERGY (E&P)-A (BRIGHAM), LLC

By: Warburg Pincus Energy (E&P)-A, L.P., its managing
    member
By: Warburg Pincus (E&P) Energy GP, L.P., its general
    partner
By: Warburg Pincus (E&P) Energy LLC, its general
    partner
By: Warburg Pincus Partners II (US), L.P., its managing
    member
By: Warburg Pincus & Company US, LLC, its general
    partner


By: ------------------------------------  Date:--------------------------------
    Name: Robert B. Knauss
    Title: Authorized Signatory


WARBURG PINCUS ENERGY (E&P)-A, L.P.

By: Warburg Pincus (E&P) Energy GP, L.P., its general
    partner
By: Warburg Pincus (E&P) Energy LLC, its general
    partner
By: Warburg Pincus Partners II (US), L.P., its managing
    member
By: Warburg Pincus & Company US, LLC, its general
    partner


By: ------------------------------------  Date:--------------------------------
    Name: Robert B. Knauss
    Title: Authorized Signatory


WARBURG PINCUS ENERGY (E&P) PARTNERS-A
(BRIGHAM), LLC

By: Warburg Pincus Energy (E&P) Partners-A, L.P., its
    managing member
By: Warburg Pincus (E&P) Energy GP, L.P., its general
    partner
By: Warburg Pincus (E&P) Energy LLC, its general
    partner
By: Warburg Pincus Partners II (US), L.P., its managing
    member
By: Warburg Pincus & Company US, LLC, its general
    partner


By: ------------------------------------  Date:--------------------------------
    Name: Robert B. Knauss
    Title: Authorized Signatory


WARBURG PINCUS ENERGY (E&P) PARTNERS-A, L.P.

By: Warburg Pincus (E&P) Energy GP, L.P., its general
    partner
By: Warburg Pincus (E&P) Energy LLC, its general
    partner
By: Warburg Pincus Partners II (US), L.P., its managing
    member
By: Warburg Pincus & Company US, LLC, its general
    partner


By: ------------------------------------  Date:--------------------------------
    Name: Robert B. Knauss
    Title: Authorized Signatory


WARBURG PINCUS (E&P) XI LLC

By: Warburg Pincus Partners (E&P) XI LLC, its sole
    member
By: Warburg Pincus Partners II (US), L.P., its managing
    member
By: Warburg Pincus & Company US, LLC, its general
    partner


By: ------------------------------------  Date:--------------------------------
    Name: Robert B. Knauss
    Title: Authorized Signatory


WARBURG PINCUS & COMPANY US, LLC


By: ------------------------------------  Date:--------------------------------
    Name: Robert B. Knauss
    Title: Authorized Signatory


BRIGHAM PARENT HOLDINGS, L.P.

By: Warburg Pincus (E&P) XI, L.P., its general
    partner
By: Warburg Pincus (E&P) XI LLC, its general
    partner
By: Warburg Pincus Partners (E&P) XI LLC, its sole
    member
By: Warburg Pincus Partners II (US), L.P., its
    managing member
By: Warburg Pincus & Company US, LLC, its
    general partner


----------------------------------------  Date:--------------------------------
Name: Robert B. Knauss
Title: Authorized Signatory


WARBURG PINCUS PARTNERS II (US), L.P.

By: Warburg Pincus & Company US, LLC,
    its general partner


----------------------------------------  Date:--------------------------------
Name: Robert B. Knauss
Title: Authorized Signatory


WARBURG PINCUS LLC


By: ------------------------------------  Date:--------------------------------
    Name: Robert B. Knauss
    Title: Authorized Signatory


CHARLES R. KAYE


By: ------------------------------------  Date:--------------------------------
    Name: Charles R. Kaye
    By: Robert B. Knauss, Attorney-in-Fact*


JOSEPH P. LANDY


By: ------------------------------------  Date:--------------------------------
    Name: Joseph P. Landy
    By: Robert B. Knauss, Attorney-in-Fact*




____________________
* The Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously
filed with the U.S. Securities and Exchange Commission on July 12, 2016 as an
exhibit to a beneficial ownership report on Schedule 13D filed by WP LLC with
respect to
WEX Inc. and is hereby incorporated by reference.