X0206 3 2021-06-07 0 0001071993 CONTANGO OIL & GAS CO MCF 0001868221 Independence Energy LLC 600 TRAVIS STREET, SUITE 7200 HOUSTON TX 77002 0 0 1 0 0001386926 KKR Financial Holdings LLC 30 HUDSON YARDS NEW YORK NY 10001 0 0 1 0 0001868421 KKR Group Assets III GP LLC 30 HUDSON YARDS NEW YORK NY 10001 0 0 1 0 0001868339 Independence Energy MM LLC 600 TRAVIS STREET, SUITE 7200 HOUSTON TX 77002 0 0 1 0 0001868340 Independence Energy Aggregator L.P. 600 TRAVIS STREET, SUITE 7200 HOUSTON TX 77002 0 0 1 0 0001868377 Independence Energy Aggregator GP LLC 600 TRAVIS STREET, SUITE 7200 HOUSTON TX 77002 0 0 1 0 Common Stock 0 I See footnotes On June 7, 2021, the Issuer entered into a transaction agreement (the "Transaction Agreement") by and among the Issuer, Independence Energy LLC ("Independence"), IE PubCo Inc., a Delaware corporation ("New PubCo"), IE OpCo LLC, a Delaware limited liability company ("OpCo"), IE C Merger Sub Inc., a Delaware corporation, and IE L Merger Sub LLC, a Delaware limited liability company. Pursuant to the Transaction Agreement, the Issuer and Independence will combine their operations in an all-stock merger, as described in more detail therein. The foregoing description of the Transaction Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof. In connection with the Transaction Agreement, Independence, John C. Goff and certain other stockholders affiliated with, or controlled by, John C. Goff entered into a voting agreement (the "Voting Agreement") pursuant to which, among other things, John C. Goff and such stockholders agreed, among other things and subject to certain limitations and exceptions, to vote all shares of Common Stock beneficially owned by each such stockholder in favor of the adoption of the Transaction Agreement and any other matters necessary for consummation of the transactions contemplated thereby and granted to Independence an irrevocable proxy to vote all such shares of Common Stock in accordance with the foregoing. Independence Energy MM LLC is the managing member of Independence. Independence Energy Aggregator L.P. is the sole member of Independence Energy MM LLC. Independence Energy Aggregator GP LLC is the general partner of Independence Energy Aggregator L.P. KKR Upstream Associates LLC is the sole member of Independence Energy Aggregator GP LLC. KKR Group Assets Holdings III L.P. and KKR Financial Holdings LLC are the controlling members of KKR Upstream Associates LLC. KKR Group Assets III GP LLC is the general partner of KKR Group Assets Holdings III L.P. KKR Group Partnership L.P. is the sole member of each of KKR Group Assets III GP LLC and KKR Financial Holdings LLC. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP. The Reporting Persons are filing this statement solely because, as a result of the Voting Agreement, the Reporting Persons may be deemed to share beneficial ownership, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), of the shares of Common Stock that are subject to the Voting Agreement. Neither the filing of this statement nor any of its content shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of shares of Common Stock for purposes of Sections 13(d) or 16 of the Act or for any other purpose. The Reporting Persons does not have any pecuniary interest (as defined in Rule 16a-1(a)(2) under the Act) in any of the shares of Common Stock subject to the Voting Agreement and expressly disclaims beneficial ownership of such shares. Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 3. Exhibit List: Exhibit 24 - Powers of Attorney INDEPENDENCE ENERGY LLC, By: INDEPENDENCE ENERGY MM LLC, its managing member, By: /s/ Terence P. Gallagher, Name: Terence P. Gallagher, Title: Attorney-in-fact for David Rockecharlie, Chief Executive Officer 2021-06-17 INDEPENDENCE ENERGY MM LLC, By: /s/ Terence P. Gallagher, Name: Terence P. Gallagher, Title: Attorney-in-fact for David Rockecharlie, Chief Executive Officer 2021-06-17 INDEPENDENCE ENERGY AGGREGATOR L.P., By: Independence Energy Aggregator GP LLC, its general partner, By: /s/ Terence P. Gallagher, Name: Terence P. Gallagher, Title: Attorney-in-fact for Jason Carss, Assistant Secretary 2021-06-17 INDEPENDENCE ENERGY AGGREGATOR GP LLC, By: /s/ Terence P. Gallagher, Name: Terence P. Gallagher, Title: Attorney-in-fact for Jason Carss, Assistant Secretary 2021-06-17 KKR UPSTREAM ASSOCIATES LLC, By: /s/ Terence P. Gallagher, Name: Terence P. Gallagher, Title: Attorney-in-fact for David Rockecharlie, Vice President 2021-06-17 KKR FINANCIAL HOLDINGS LLC, By: /s/ Terence P. Gallagher, Name: Terence P. Gallagher, Title: Attorney-in-fact for Robert H. Lewin, Chief Executive Officer 2021-06-17 KKR GROUP ASSETS III GP LLC, By: /s/ Terence P. Gallagher, Name: Terence P. Gallagher, Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer 2021-06-17