0000950170-23-065289.txt : 20231121 0000950170-23-065289.hdr.sgml : 20231121 20231121060742 ACCESSION NUMBER: 0000950170-23-065289 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: Riverstone Maple Investor, LLC CENTRAL INDEX KEY: 0001999265 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35380 FILM NUMBER: 231424437 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 Credit Partners - Direct, L.P. CENTRAL INDEX KEY: 0001644354 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35380 FILM NUMBER: 231424435 BUSINESS ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS LLC STREET 2: 712 FIFTH AVENUE, 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 993-0076 MAIL ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS LLC STREET 2: 712 FIFTH AVENUE, 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Riverstone Strategic Credit Partners A-2 AIV, L.P. CENTRAL INDEX KEY: 0001730080 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35380 FILM NUMBER: 231424434 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-993-0092 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Riverstone Credit Partners II - Direct, L.P. CENTRAL INDEX KEY: 0001730081 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35380 FILM NUMBER: 231424436 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-993-0092 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Maple Energy Holdings, LLC CENTRAL INDEX KEY: 0001999468 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35380 FILM NUMBER: 231424438 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 II F2 GP, L.P. CENTRAL INDEX KEY: 0001999274 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35380 FILM NUMBER: 231424433 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 Strategic Credit Partners (A-2) GP, L.P. CENTRAL INDEX KEY: 0001999275 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35380 FILM NUMBER: 231424431 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 F2 GP, L.P. CENTRAL INDEX KEY: 0001999276 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35380 FILM NUMBER: 231424432 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 1 ownership.xml 4 X0508 4 2023-11-17 0001528129 Vital Energy, Inc. VTLE 0001999468 Maple Energy Holdings, LLC C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10019 false false true false 0001999265 Riverstone Maple Investor, LLC C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10019 false false true false 0001730081 Riverstone Credit Partners II - Direct, L.P. C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10019 false false true false 0001644354 Riverstone Credit Partners - Direct, L.P. C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10019 false false true false 0001730080 Riverstone Strategic Credit Partners A-2 AIV, L.P. C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10019 false false true false 0001999274 RCP II F2 GP, L.P. C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10019 false false true false 0001999276 RCP F2 GP, L.P. C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10019 false false true false 0001999275 RCP Strategic Credit Partners (A-2) GP, L.P. C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10019 false false true false false 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"), (continude 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 Riverstone Holdings LLC, RCP II F1 GP, L.L.C., RCP F1 GP, L.L.C., RCP Strategic Credit Partners (A) GP, L.L.C., Riverstone/Gower Mgmt Co Holdings, L.P., Riverstone Management Group, L.L.C., David M. Leuschen and Pierre F. Lapeyre, Jr. are filing a separate Form 4. Maple Energy Holdings, LLC, By: /s/ Christopher Abbate, Authorized Person 2023-11-21 Riverstone Maple Investor, LLC, By: /s/ Christopher Abbate, Authorized Person 2023-11-21 Riverstone Credit Partners II - Direct, L.P., By: RCP II F2 GP, L.P., its general partner, By: RCP II F1 GP, L.L.C., its general partner, By: Riverstone Holdings LLC, its sole member, By: /s/ Christopher Abbate, Authorized Person 2023-11-21 Riverstone Credit Partners - Direct, L.P., By: RCP F2 GP, L.P., its general partner, By: RCP F1 GP, L.L.C., its general partner, By: Riverstone Holdings LLC, its sole member, By: /s/ Christopher Abbate, Authorized Person 2023-11-21 Riverstone Strategic Credit Partners A-2 AIV, L.P., By: RCP Strategic Credit Partners (A-2) GP, L.P., its general partner, By: RCP Strategic Credit Partners (A) GP, L.L.C., its general partner, By: /s/ Christopher Abbate, Authorized Person 2023-11-21 RCP II F2 GP, L.P., By: RCP II F1 GP, L.L.C., its general partner, By: Riverstone Holdings LLC, its sole member, By: /s/ Christopher Abbate, Authorized Person 2023-11-21 RCP F2 GP, L.P., By: 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-2) GP, L.P., By: RCP Strategic Credit Partners (A) GP, L.L.C., By: /s/ Christopher Abbate, Authorized Person 2023-11-21