0001104659-14-016181.txt : 20140305 0001104659-14-016181.hdr.sgml : 20140305 20140305082813 ACCESSION NUMBER: 0001104659-14-016181 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140305 DATE AS OF CHANGE: 20140305 GROUP MEMBERS: CHARLES R. KAYE GROUP MEMBERS: JOSEPH P. LANDY GROUP MEMBERS: WARBURG PINCUS & CO. GROUP MEMBERS: WARBURG PINCUS IX LLC GROUP MEMBERS: WARBURG PINCUS LLC GROUP MEMBERS: WARBURG PINCUS PARTNERS LLC GROUP MEMBERS: WARBURG PINCUS PRIVATE EQUITY X O&G, L.P. GROUP MEMBERS: WARBURG PINCUS X LLC GROUP MEMBERS: WARBURG PINCUS X PARTNERS, L.P. GROUP MEMBERS: WARBURG PINCUS X, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Laredo Petroleum, Inc. CENTRAL INDEX KEY: 0001528129 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 453007926 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86527 FILM NUMBER: 14667456 BUSINESS ADDRESS: STREET 1: 15 W. SIXTH STREET STREET 2: SUITE 1800 CITY: TULSA STATE: OK ZIP: 74119 BUSINESS PHONE: 918-513-4570 MAIL ADDRESS: STREET 1: 15 W. SIXTH STREET STREET 2: SUITE 1800 CITY: TULSA STATE: OK ZIP: 74119 FORMER COMPANY: FORMER CONFORMED NAME: Laredo Petroleum Holdings, Inc. DATE OF NAME CHANGE: 20110816 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Warburg Pincus Private Equity IX, L.P. CENTRAL INDEX KEY: 0001332737 IRS NUMBER: 202975990 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A 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 SC 13G/A 1 a14-7435_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, DC 20549

 

 

 

 

SCHEDULE 13G/A
(Amendment No. 7)*

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

Laredo Petroleum, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

516806 106

(CUSIP Number)

March 4, 2014

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*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. 516806 106

13G

 

 

 

1

Name of Reporting Persons
Warburg Pincus Private Equity IX, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
50,255,043(1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
50,255,043 (1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
50,255,043 (1)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row 9
35.2%(2)

 

 

12

Type of Reporting Person
PN

 


(1)         The reporting person expressly disclaims beneficial ownership with respect to any shares of common stock of the Issuer other than the common stock owned of the Issuer of record by such reporting person.

 

(2)         Calculations are based upon 142,618,804  shares of common stock of the Issuer outstanding as of February 24, 2014, as stated in the Company’s  Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on February 27, 2014.

 

2



 

CUSIP No. 516806 106

13G

 

 

 

1

Name of Reporting Persons
Warburg Pincus IX LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
New York

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
50,255,043 (1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
50,255,043 (1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
50,255,043 (1)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row 9
35.2%(2)

 

 

12

Type of Reporting Person
OO

 


(1)         The reporting person expressly disclaims beneficial ownership with respect to any shares of common stock of the Issuer other than the common stock owned of the Issuer of record by such reporting person.

 

(2)         Calculations are based upon 142,618,804  shares of common stock of the Issuer outstanding as of February 24, 2014, as stated in the Company’s  Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on February 27, 2014.

 

3



 

CUSIP No. 516806 106

13G

 

 

 

1

Name of Reporting Persons
Warburg Pincus Private Equity X O&G, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
12,313,363(1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
12,313,363(1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
12,313,363(1)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row 9
8.6%(2)

 

 

12

Type of Reporting Person
PN

 


(1)         The reporting person expressly disclaims beneficial ownership with respect to any shares of common stock of the Issuer other than the common stock of the Issuer owned of record by such reporting person.

 

(2)         Calculations are based upon 142,618,804  shares of common stock of the Issuer outstanding as of February 24, 2014, as stated in the Company’s  Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on February 27, 2014.

 

4



 

CUSIP No. 516806 106

13G

 

 

 

1

Name of Reporting Persons
Warburg Pincus X Partners, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
399,109(1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
399,109(1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
399,109(1)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row 9
less than 1% (2)

 

 

12

Type of Reporting Person
PN

 


(1)         The reporting person expressly disclaims beneficial ownership with respect to any shares of common stock of the Issuer other than the common stock of the Issuer owned of record by such reporting person.

 

(2)         Calculations are based upon 142,618,804  shares of common stock of the Issuer outstanding as of February 24, 2014, as stated in the Company’s  Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on February 27, 2014.

 

5



 

CUSIP No. 516806 106

13G

 

 

 

1

Name of Reporting Persons
Warburg Pincus X, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
12,712,472(1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
12,712,472(1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
12,712,472(1)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row 9
8.9%(2)

 

 

12

Type of Reporting Person
PN

 


(1)         The reporting person expressly disclaims beneficial ownership with respect to any shares of common stock of the Issuer other than the common stock of the Issuer owned of record by such reporting person.

 

(2)         Calculations are based upon 142,618,804  shares of common stock of the Issuer outstanding as of February 24, 2014, as stated in the Company’s  Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on February 27, 2014.

 

6



 

CUSIP No. 516806 106

13G

 

 

 

1

Name of Reporting Persons
Warburg Pincus X LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
12,712,472 (1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
12,712,472 (1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
12,712,472 (1)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row 9
8.9%(2)

 

 

12

Type of Reporting Person
OO

 


(1)         The reporting person expressly disclaims beneficial ownership with respect to any shares of common stock of the Issuer other than the common stock of the Issuer owned of record by such reporting person.

 

(2)         Calculations are based upon 142,618,804  shares of common stock of the Issuer outstanding as of February 24, 2014, as stated in the Company’s  Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on February 27, 2014.

 

7



 

CUSIP No. 516806 106

13G

 

 

 

1

Name of Reporting Persons
Warburg Pincus Partners LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
New York

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
62,967,515(1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
62,967,515(1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
62,967,515(1)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row 9
44.2%(2)

 

 

12

Type of Reporting Person
OO

 


(1)         The reporting person expressly disclaims beneficial ownership with respect to any shares of common stock of the Issuer other than the common stock of the Issuer owned of record by such reporting person.

 

(2)         Calculations are based upon 142,618,804  shares of common stock of the Issuer outstanding as of February 24, 2014, as stated in the Company’s  Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on February 27, 2014.

 

8



 

CUSIP No. 516806 106

13G

 

 

 

1

Name of Reporting Persons
Warburg Pincus & Co.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
New York

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
62,967,515(1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
62,967,515(1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
62,967,515(1)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row 9
44.2%(2)

 

 

12

Type of Reporting Person
PN

 


(1)         The reporting person expressly disclaims beneficial ownership with respect to any shares of common stock of the Issuer other than the common stock of the Issuer owned of record by such reporting person.

 

(2)         Calculations are based upon 142,618,804  shares of common stock of the Issuer outstanding as of February 24, 2014, as stated in the Company’s  Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on February 27, 2014.

 

9



 

CUSIP No. 516806 106

13G

 

 

 

1

Name of Reporting Persons
Warburg Pincus LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
New York

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
62,967,515(1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
62,967,515(1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
62,967,515(1)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row 9
44.2%(2)

 

 

12

Type of Reporting Person
OO

 


(1)         The reporting person expressly disclaims beneficial ownership with respect to any shares of common stock of the Issuer other than the common stock of the Issuer owned of record by such reporting person.

 

(2)         Calculations are based upon 142,618,804  shares of common stock of the Issuer outstanding as of February 24, 2014, as stated in the Company’s  Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on February 27, 2014.

 

10



 

CUSIP No. 516806 106

13G

 

 

 

1

Name of Reporting Persons
Charles R. Kaye

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
62,967,515(1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
62,967,515(1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
62,967,515(1)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row 9
44.2%(2)

 

 

12

Type of Reporting Person
IN

 


(1)         The reporting person expressly disclaims beneficial ownership with respect to any shares of common stock of the Issuer other than the common stock of the Issuer owned of record by such reporting person.

 

(2)         Calculations are based upon 142,618,804  shares of common stock of the Issuer outstanding as of February 24, 2014, as stated in the Company’s  Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on February 27, 2014.

 

11



 

CUSIP No. 516806 106

13G

 

 

 

1

Name of Reporting Persons
Joseph P. Landy

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
62,967,515(1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
62,967,515(1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
62,967,515(1)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row 9
44.2%(2)

 

 

12

Type of Reporting Person
IN

 


(1)         The reporting person expressly disclaims beneficial ownership with respect to any shares of common stock of the Issuer other than the common stock of the Issuer owned of record by such reporting person.

 

(2)         Calculations are based upon 142,618,804  shares of common stock of the Issuer outstanding as of February 24, 2014, as stated in the Company’s  Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on February 27, 2014.

 

12



 

SCHEDULE 13G

 

Item 1(a)

 

Name of Issuer.
The name of the issuer is Laredo Petroleum, Inc., a Delaware corporation (f/k/a Laredo Petroleum Holdings, Inc.) (the “Issuer”).

Item 1(b)

 

Address of Issuer’s Principal Executive Offices.
The principal executive offices of the Issuer are located at 15 W. Sixth Street, Suite 1800, Tulsa, Oklahoma 74119.

 

Item 2(a)

 

Name of Person Filing.
This Schedule 13G is filed by (i) Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership (“WP IX”), (ii) Warburg Pincus IX LLC, a New York limited liability company (‘‘WP IX GP’’), the general partner of WP IX, (iii) Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership (“WP X O&G”), (iv) Warburg Pincus X Partners, L.P., a Delaware limited partnership (“WP X Partners”, and together with WP X O&G, the “WP X Funds”), (v) Warburg Pincus X, L.P., a Delaware limited partnership (‘‘WP X GP’’), the general partner of the WP X Funds, (vi) Warburg Pincus X LLC, a Delaware limited liability company (‘‘WP X LLC’’), the general partner of WP X GP, (vii) Warburg Pincus Partners LLC, a New York limited liability company (“WP Partners”), the sole member of WP IX GP and WP X LLC, (viii) Warburg Pincus & Co., a New York general partnership (‘‘WP’’), the managing member of WP Partners, (ix) Warburg Pincus LLC, a New York limited liability company (‘‘WP LLC’’), the manager of WP IX and the WP X Funds, and (x) Messrs. Charles R. Kaye and Joseph P. Landy, each a United States citizen and a Managing General Partner of WP and Co-Chief Executive Officers and Managing Member of WP LLC and who may be deemed to control WP IX, WP IX GP, the WP X Funds, WP X GP, WP X LLC, WP Partners, WP and WP LLC.

 

Each of Messrs. Kaye and Landy, together with WP IX, WP IX GP, the WP X Funds, WP X GP, WP X LLC, WP Partners, WP and WP LLC are collectively referred to herein as the “Warburg Pincus Reporting Persons”.  Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership with respect to any common stock of the Issuer, other than the common stock owned of record by such Warburg Pincus Reporting Person.

Item 2(b)

 

Address of Principal Business Office.
The principal business address of each of the Warburg Pincus Reporting Persons is 450 Lexington Avenue, New York, New York 10017.

Item 2(c)

 

Citizenship.
See Item 2(a).

Item 2(d)

 

Title of Class of Securities.
Common Stock, par value $0.01 per share (the “Common Stock”).

 

13



 

Item 2(e)

 

CUSIP Number.
516806 106

 

Item 3

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

 

x

Not Applicable

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

 

(k)

o

Group, in accordance with § 240.13d–1(b)(1)(ii)(K).

 

Item 4

Ownership.

The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page hereto for each Warburg Pincus Reporting Person and is incorporated herein by reference for each such Warburg Pincus Reporting Person.

 

Item 5

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Warburg Pincus Reporting Person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following o.

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person.

Other than as set forth herein, 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, in excess of 5% of the total outstanding Common Stock.

 

14



 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Inapplicable.

 

Item 8

Identification and Classification of Members of the Group.

The Warburg Pincus Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)-3 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). The joint filing agreement among the Warburg Pincus Reporting Persons to file this Schedule 13G jointly in accordance with Rule 13d-1(k) of the Exchange Act was previously filed as Exhibit 99.1 to the Form 13G filed by the Warburg Pincus Reporting Persons with respect to the Issuer on December 19, 2011. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership with respect to any shares of Common Stock other than Common Stock owned of record by such reporting person.

 

Item 9

Notice of Dissolution of Group.

Inapplicable.

 

 

Item 10

Certification.

Inapplicable.

 

15



 

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: March 4, 2014

 

 

WARBURG PINCUS PRIVATE EQUITY IX, L.P.

 

 

 

By: Warburg Pincus IX LLC, its general partner

 

By: Warburg Pincus Partners LLC, its sole member

 

By: Warburg Pincus & Co., its managing member

 

 

 

By:

/s/ Steven G. Glenn

 

Name:

Steven G. Glenn

 

Title:

Partner

 

 

 

 

 

WARBURG PINCUS IX LLC

 

 

 

By: Warburg Pincus Partners LLC, its sole member

 

By: Warburg Pincus & Co., its managing member

 

 

 

By:

/s/ Steven G. Glenn

 

Name:

Steven G. Glenn

 

Title:

Partner

 

 

 

 

 

WARBURG PINCUS PRIVATE EQUITY X O&G, L.P.

 

 

 

By: Warburg Pincus X, L.P., its general partner

 

By: Warburg Pincus X LLC, its general partner

 

By: Warburg Pincus Partners LLC, its sole member

 

By: Warburg Pincus & Co., its managing member

 

 

 

By:

/s/ Steven G. Glenn

 

Name:

Steven G. Glenn

 

Title:

Partner

 

16



 

 

WARBURG PINCUS X PARTNERS, L.P.

 

 

 

By: Warburg Pincus X, L.P., its general partner

 

By: Warburg Pincus X LLC, its general partner

 

By: Warburg Pincus Partners LLC, its sole member

 

By: Warburg Pincus & Co., its managing member

 

 

 

By:

/s/ Steven G. Glenn

 

Name:

Steven G. Glenn

 

Title:

Partner

 

 

 

 

 

WARBURG PINCUS X, L.P.

 

 

 

By: Warburg Pincus X LLC, its general partner

 

By: Warburg Pincus Partners LLC, its sole member

 

By: Warburg Pincus & Co., its managing member

 

 

 

By:

/s/ Steven G. Glenn

 

Name:

Steven G. Glenn

 

Title:

Partner

 

 

 

 

 

WARBURG PINCUS X LLC

 

 

 

By: Warburg Pincus Partners LLC, its sole member

 

By: Warburg Pincus & Co., its managing member

 

 

 

By:

/s/ Steven G. Glenn

 

Name:

Steven G. Glenn

 

Title:

Partner

 

 

 

 

 

WARBURG PINCUS PARTNERS LLC

 

 

 

By: Warburg Pincus & Co., its managing member

 

 

 

By:

/s/ Steven G. Glenn

 

Name:

Steven G. Glenn

 

Title:

Partner

 

 

 

 

 

WARBURG PINCUS & CO.

 

 

 

By:

/s/ Steven G. Glenn

 

Name:

Steven G. Glenn

 

Title:

Partner

 

17



 

 

WARBURG PINCUS LLC

 

 

 

By:

/s/ Steven G. Glenn

 

Name:

Steven G. Glenn

 

Title:

Managing Director

 

 

 

 

 

CHARLES R. KAYE

 

 

 

By:

/s/ Steven G. Glenn

 

 

Steven G. Glenn, Attorney-in-Fact*

 

 

 

JOSEPH P. LANDY

 

 

 

By:

/s/ Steven G. Glenn

 

 

Steven G. Glenn, Attorney-in-Fact*

 

*                 The Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities & Exchange Commission on November 26, 2013 as an exhibit to a statement on Form 4 filed by Warburg Pincus Private Equity IX, L.P. with respect to Laredo Petroleum, Inc. (f/k/a Laredo Petroleum Holdings, Inc.)  and is hereby incorporated by reference.

 

Schedule 13G Signature Page

 

18