0000950170-23-065288.txt : 20231121
0000950170-23-065288.hdr.sgml : 20231121
20231121060526
ACCESSION NUMBER: 0000950170-23-065288
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231117
FILED AS OF DATE: 20231121
DATE AS OF CHANGE: 20231121
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LEUSCHEN DAVID M
CENTRAL INDEX KEY: 0001222726
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35380
FILM NUMBER: 231424421
MAIL ADDRESS:
STREET 1: C/O RIVERSTONE HOLDINGS
STREET 2: 712 FIFTH AVENUE, 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LAPEYRE PIERRE F JR
CENTRAL INDEX KEY: 0001232151
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35380
FILM NUMBER: 231424420
MAIL ADDRESS:
STREET 1: C/O RIVERSTONE HOLDINGS
STREET 2: 712 FIFTH AVENUE 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: RIVERSTONE HOLDINGS LLC
CENTRAL INDEX KEY: 0001247497
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35380
FILM NUMBER: 231424419
BUSINESS ADDRESS:
STREET 1: 712 FIFTH AVENUE
STREET 2: 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-271-6252
MAIL ADDRESS:
STREET 1: 712 FIFTH AVENUE
STREET 2: 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Riverstone Management Group, L.L.C.
CENTRAL INDEX KEY: 0001705948
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35380
FILM NUMBER: 231424422
BUSINESS ADDRESS:
STREET 1: C/O RIVERSTONE HOLDINGS
STREET 2: 712 FIFTH AVENUE, 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: (212) 993-0076
MAIL ADDRESS:
STREET 1: C/O RIVERSTONE HOLDINGS
STREET 2: 712 FIFTH AVENUE, 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: RCP II F1 GP, L.L.C.
CENTRAL INDEX KEY: 0001999273
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35380
FILM NUMBER: 231424418
BUSINESS ADDRESS:
STREET 1: C/O RIVERSTONE HOLDINGS LLC
STREET 2: 712 FIFTH AVENUE, 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: (212) 271-6252
MAIL ADDRESS:
STREET 1: C/O RIVERSTONE HOLDINGS LLC
STREET 2: 712 FIFTH AVENUE, 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Riverstone/Gower Mgmt Co Holdings, L.P.
CENTRAL INDEX KEY: 0001706129
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35380
FILM NUMBER: 231424415
BUSINESS ADDRESS:
STREET 1: C/O RIVERSTONE HOLDINGS
STREET 2: 712 FIFTH AVENUE, 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: (212) 993-0076
MAIL ADDRESS:
STREET 1: C/O RIVERSTONE HOLDINGS
STREET 2: 712 FIFTH AVENUE, 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
FORMER NAME:
FORMER CONFORMED NAME: Riverstone/Gower Mgmt Co Holdings, L.L.C.
DATE OF NAME CHANGE: 20170508
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: RCP Strategic Credit Partners (A) GP, L.L.C.
CENTRAL INDEX KEY: 0001999266
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35380
FILM NUMBER: 231424416
BUSINESS ADDRESS:
STREET 1: C/O RIVERSTONE HOLDINGS LLC
STREET 2: 712 FIFTH AVENUE, 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: (212) 271-6252
MAIL ADDRESS:
STREET 1: C/O RIVERSTONE HOLDINGS LLC
STREET 2: 712 FIFTH AVENUE, 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: RCP F1 GP, L.L.C.
CENTRAL INDEX KEY: 0001999272
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35380
FILM NUMBER: 231424417
BUSINESS ADDRESS:
STREET 1: C/O RIVERSTONE HOLDINGS LLC
STREET 2: 712 FIFTH AVENUE, 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: (212) 271-6252
MAIL ADDRESS:
STREET 1: C/O RIVERSTONE HOLDINGS LLC
STREET 2: 712 FIFTH AVENUE, 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Vital Energy, Inc.
CENTRAL INDEX KEY: 0001528129
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 453007926
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 521 E. SECOND STREET SOUTH
STREET 2: SUITE 1000
CITY: TULSA
STATE: OK
ZIP: 74120
BUSINESS PHONE: 918-513-4570
MAIL ADDRESS:
STREET 1: 521 E. SECOND STREET SOUTH
STREET 2: SUITE 1000
CITY: TULSA
STATE: OK
ZIP: 74120
FORMER COMPANY:
FORMER CONFORMED NAME: Laredo Petroleum, Inc.
DATE OF NAME CHANGE: 20140102
FORMER COMPANY:
FORMER CONFORMED NAME: Laredo Petroleum Holdings, Inc.
DATE OF NAME CHANGE: 20110816
4
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2023-11-17
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LAPEYRE PIERRE F JR
C/O RIVERSTONE HOLDINGS LLC
712 FIFTH AVENUE, 36TH FLOOR
NEW YORK
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Forward Sale Contract (obligation to sell)
2023-11-17
4
J
true
1000000
A
Common Stock
1000000
1000000
I
See footnotes
On November 17, 2023, each of Riverstone Credit Partners - Direct, L.P. ("Riverstone Credit Partners") and Riverstone Credit Partners II - Direct, L.P. ("Riverstone Credit Partners II" and together with Riverstone Credit Partners, the "Riverstone Sellers") entered into a variable share forward transaction (the "Transactions") with an unaffiliated bank (the "Bank") pursuant to a Master Terms and Conditions for Variable Share Forward Transactions entered into between such Riverstone Seller and the Bank, dated November 17, 2023 (the "Agreement"), relating to up to an aggregate of 1,000,000 shares of common stock of the Issuer ("Common Stock") and obligating the Riverstone Sellers to deliver to the Bank cash to settle the Transactions as further described below. The Riverstone Sellers pledged a volume of shares of Common Stock (the "Pledged Shares")
(Continued from footnote 1) equal to the number of shares subject to the Transactions to secure their obligations under the Agreement and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge, subject to certain payments the Riverstone Sellers may need to make to the Bank with respect to dividends under the terms of the Agreement. Under the Agreement, on the relevant settlement date for each of the 30 components, which have valuation dates beginning June 3, 2024 and ending June 24, 2024, the amount of cash to be delivered to the Bank is to be determined as follows: (a) if the volume weighted average price per share of Common Stock on the relevant valuation date (the "Settlement Price") is less than or equal to a floor price equal to 90.00% of the volume weighted average price per share of Common Stock at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"),
(Continued from footnote 2) the Bank will deliver to the Riverstone Sellers an amount of cash equal to the Settlement Price minus the Floor Price, multiplied by the number of shares subject to the component; (b) if the Settlement Price is greater than the Floor Price but less than or equal to a cap price equal to 112.50% of the volume weighted average price per Common Stock at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), no payment of cash will be made by either party; and (c) if the Settlement Price is greater than the Cap Price, the Riverstone Sellers will deliver to the Bank an amount of cash equal to the Settlement Price minus the Cap Price, multiplied by the number of shares subject to the component.
RCP II F1 GP, L.L.C. is the sole general partner of RCP II F2 GP, L.P., which is the sole general partner of Riverstone Credit Partners II. RCP F1 GP, L.L.C. is the sole general partner of RCP F2 GP, L.P., which is the sole general partner of Riverstone Credit Partners. RCP Strategic Credit Partners (A) GP, L.L.C. is the sole general partner of RCP Strategic Credit Partners (A-2) GP, L.P., which is the is the sole general partner of Riverstone Strategic Credit Partners A-2 AIV, L.P. ("Riverstone Strategic Credit Partners"). Riverstone Maple Investor, LLC ("Maple Investor") is managed by Riverstone Credit Partners II, Riverstone Credit Partners and Riverstone Strategic Credit Partners, and Maple Investor is the sole member of Maple Energy Holdings, LLC ("Maple"). David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Management Group, L.L.C. ("Riverstone Management")
(Continued from footnote 4) and have or share voting and investment discretion with respect to the securities beneficially owned by Riverstone Management, which is the general partner of Riverstone/Gower Mgmt Co Holdings, L.P., which is the sole member of Riverstone Holdings LLC, which is the sole member of RCP II F1 GP, L.L.C., RCP F1 GP, L.L.C. and RCP Strategic Credit Partners (A) GP, L.L.C. As a result of these relationships, each of these entities and individuals may be deemed to have or share beneficial ownership of the securities held of record by Maple, and each of these entities and individuals (other than Maple Investor and Maple) may be deemed to have or share beneficial ownership of the securities held of record by Riverstone Credit Partners II, Riverstone Credit Partners and Riverstone Strategic Credit Partners. Each such entity or person disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein.
Due to limitations of the electronic filing system, each of Maple Energy Holdings, LLC, Riverstone Maple Investor, LLC, Riverstone Credit Partners II - Direct, L.P., Riverstone Credit Partners - Direct, L.P., Riverstone Strategic Credit Partners A-2 AIV, L.P., RCP II F2 GP, L.P., RCP F2 GP, L.P. and RCP Strategic Credit Partners (A-2) GP, L.P. are filing a separate Form 4.
Riverstone Holdings LLC, By: /s/ Christopher Abbate, Authorized Person
2023-11-21
RCP II F1 GP, L.L.C., By: Riverstone Holdings LLC, its sole member, By: /s/ Christopher Abbate, Authorized Person
2023-11-21
RCP F1 GP, L.L.C., By: Riverstone Holdings LLC, its sole member, By: /s/ Christopher Abbate, Authorized Person
2023-11-21
RCP Strategic Credit Partners (A) GP, L.L.C., By: /s/ Christopher Abbate, Authorized Person
2023-11-21
Riverstone/Gower Mgmt Co Holdings, L.P., By: Riverstone Management Group, L.L.C., its general partner, By: /s/ Pierre F. Lapeyre, Jr., Managing Director
2023-11-21
Riverstone Management Group, L.L.C., By: /s/ Pierre F. Lapeyre, Jr., Managing Director
2023-11-21
/s/ David M. Leuschen
2023-11-21
/s/ Pierre F. Lapeyre, Jr.
2023-11-21