0000947871-15-000066.txt : 20150130 0000947871-15-000066.hdr.sgml : 20150130 20150130061514 ACCESSION NUMBER: 0000947871-15-000066 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150130 DATE AS OF CHANGE: 20150130 GROUP MEMBERS: BEST INVESTMENT CORP GROUP MEMBERS: CIC INTERNATIONAL CO., LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EP Energy Corp CENTRAL INDEX KEY: 0001584952 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 463472728 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87842 FILM NUMBER: 15560718 BUSINESS ADDRESS: STREET 1: 1001 LOUISIANA STREET CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713.997.1200 MAIL ADDRESS: STREET 1: 1001 LOUISIANA STREET CITY: HOUSTON STATE: TX ZIP: 77002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHINA INVESTMENT CORP CENTRAL INDEX KEY: 0001468702 IRS NUMBER: 000000000 STATE OF INCORPORATION: F4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: NEW POLY PLAZA STREET 2: NO. 1 CHAOYANGMEN BEIDAJIE, DONGCHENG CITY: BEIJING STATE: F4 ZIP: 100010 BUSINESS PHONE: 86 10 64086277 MAIL ADDRESS: STREET 1: NEW POLY PLAZA STREET 2: NO. 1 CHAOYANGMEN BEIDAJIE, DONGCHENG CITY: BEIJING STATE: F4 ZIP: 100010 SC 13G 1 ss414477_sc13g.htm SCHEDULE 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. __) *

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, 2014
(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 :
 
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 the disclosures provided in a prior cover page.

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.)
 
 
 
 
 
 
CUSIP No.  268785102
  
 
         
1
NAME OF REPORTING PERSONS
 
China Investment Corporation
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
People’s Republic of China
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
18,609,652(1) shares
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
18,609,652(1) shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
18,609,652(1) shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.6%(2)
12
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
(1)           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 I, L.P. See Item 4.
(2)           Based on 244,800,513 shares of Class A Common Stock outstanding as of October 30, 2014 according to the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 5, 2014.
 
 
 
 
 
CUSIP No.  268785102
  
 
         
1
NAME OF REPORTING PERSONS
 
CIC International Co., Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
People’s Republic of China
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
18,609,652(1) shares
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
18,609,652(1) shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
18,609,652(1) shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.6%(2)
12
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
(1)           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 I, L.P. See Item 4.
(2)           Based on 244,800,513 shares of Class A Common Stock outstanding as of October 30, 2014 according to the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 5, 2014.
 
 
 
 
 
CUSIP No.  268785102
  
 
         
1
NAME OF REPORTING PERSONS
 
Best Investment Corporation
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
People’s Republic of China
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0 shares
6
SHARED VOTING POWER
 
18,609,652(1) shares
7
SOLE DISPOSITIVE POWER
 
0 shares
8
SHARED DISPOSITIVE POWER
 
18,609,652(1) shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
18,609,652(1) shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.6%(2)
12
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
(1)           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 I, L.P. See Item 4.
(2)           Based on 244,800,513 shares of Class A Common Stock outstanding as of October 30, 2014 according to the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 5, 2014.
 
 
 
 
 
Item 1(a) Name of Issuer

EP Energy Corporation

Item 1(b) Address of Issuer’s Principal Executive Offices

1001 Louisiana Street
Houston, TX 77002

Item 2(a) Name of Persons Filing

China Investment Corporation
CIC International Co., Ltd.
Best Investment Corporation

Item 2(b) Address of Principal Business Office or, if none, Residence

The address of China Investment Corporation, CIC International Co., Ltd. and Best Investment Corporation is as follows:

New Poly Plaza
No. 1 Chaoyangmen Beidajie
Dongcheng District
Beijing 100010
People’s Republic of China

Item 2(c) Citizenship

China Investment Corporation, CIC International Co., Ltd. and Best Investment Corporation are established under the Company Law of the People’s Republic of China.

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 China Investment Corporation, CIC International Co., Ltd. and Best Investment Corporation is as follows:
 
 
5
 
 
Reporting Person
Amount Beneficially Owned(1)
 Percent of Class(2)
China Investment Corporation
18,609,652
 7.6%
CIC International Co., Ltd.
18,609,652
 7.6%
Best Investment Corporation
18,609,652
 7.6%

Reporting Person
Voting Power
 Dispositive Power
 
Sole
 Shared(1)
 Sole
 Shared(1)
China Investment Corporation
CIC International Co., Ltd.
0
0
 18,609,652
 18,609,652
 0
 0
 18,609,652
 18,609,652
Best Investment Corporation
0
 18,609,652
 0
 18,609,652

China Investment Corporation is a wholly state-owned company incorporated under the Company Law of the People’s Republic of China. By virtue of China Investment Corporation being the parent of CIC International Co., Ltd., which is the parent of Best Investment Corporation, China Investment Corporation and CIC International Co., Ltd. may be deemed to share beneficial ownership of shares of the Issuer’s Class A Common Stock that may be deemed to be beneficially owned by Best Investment Corporation.  Best Investment Corporation holds certain limited partnership interests in EPE 892 Co-Investors I, L.P., which in turn, holds shares of the Issuer’s Class A Common Stock.  By virtue of the EPE 892 Co-Investors I, L.P. limited partnership agreement, under which Best Investment Corporation has the right to direct actions to be taken by EPE 892 Co-Investors I, L.P. with respect to shares of the Issuer’s Class A Common Stock held by EPE 892 Co-Investors I, L.P. that would be allocated to Best Investment Corporation under the terms of the EPE 892 Co-Investors I, L.P. limited partnership agreement, Best Investment Corporation may be deemed to beneficially own 18,609,652 shares of the Class A Common Stock .

Item 5  Ownership of Five Percent or Less of a Class

Not applicable.

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.
 
(1)           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 I, L.P.
(2)           Based on 244,800,513 shares of Class A Common Stock outstanding as of October 30, 2014 according to the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 5, 2014.
 
 
6
 

 
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 January 28, 2015.
 
 
  CHINA INVESTMENT CORPORATION  
         
  By:
/s/ Ding Xuedong
  
    Name:
Ding Xuedong
  
    Title:
Chairman & CEO
  
         
         
 
CIC INTERNATIONAL CO., LTD.
  
         
  By:
/s/ Ding Xuedong
  
    Name:
Ding Xuedong
  
    Title:
Chairman & CEO
  
         
         
 
BEST INVESTMENT CORPORATION
  
         
  By:
/s/ Li Keping
  
   
Name:
Li Keping
  
   
Title:
President & Executive Director
  
 
 
 
 
 
 
 
7
 
 
Exhibit Index
 
 
Exhibit A
Joint Filing Agreement, dated January 28, 2015, entered into by China Investment Corporation, CIC International Co., Ltd. and Best Investment Corporation


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
8
 
 EX-99.A 2 ss414477_ex99a.htm JOINT FILING AGREEMENT
Exhibit A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned hereby agrees that (i) a statement on Schedule 13G with respect to the class A common stock in EP Energy Corporation (including amendments thereto) filed herewith shall be filed on behalf of each of the undersigned, and (ii) this Joint Filing Agreement shall be included as an exhibit to such joint filing, provided that, as provided by Rule 13d-1(k)(1)(ii) under the Exchange Act, no person shall be responsible for the completeness and accuracy of the information concerning the other person making the filing unless such person knows or has reason to believe such information is inaccurate.

This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby executes this Agreement as of this 28th day of January, 2015.
 
 
  CHINA INVESTMENT CORPORATION  
         
  By:
/s/ Ding Xuedong
  
    Name:
Ding Xuedong
  
    Title:
Chairman & CEO
  
         
         
 
CIC INTERNATIONAL CO., LTD.
  
         
  By:
/s/ Ding Xuedong
  
    Name:
Ding Xuedong
  
    Title:
Chairman & CEO
  
         
         
 
BEST INVESTMENT CORPORATION
  
         
  By:
/s/ Li Keping
  
   
Name:
Li Keping
  
   
Title:
President & Executive Director