UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment no. 1)
|
Roan Resources,
Inc. |
| (Name of Issuer) |
| |
|
Common Stock, par value $0.001 per
share |
| (Title of Class of Securities) |
| |
|
769755109 |
| (CUSIP Number) |
|
John V. Lovoi
10000 Memorial Dr., Suite 550
Houston, Texas 77024
713-579-2621
With copies to:
Timothy T. Samson
811 Main St., Suite 2500
Houston, Texas 77002
713-951-5842
|
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
| |
|
December 6, 2019 |
| (Date of Event Which Requires Filing of This
Statement) |
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See §240.13d-7 for other parties to whom copies are to be sent.
*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).
Persons who respond to the collection of information contained
in this form are not required to respond unless the form displays a
currently valid OMB control number.
CUSIP
No. 769755109 |
|
(1) |
Names of Reporting
Persons |
|
|
JVL Advisors, LLC |
|
|
|
(2) |
Check the Appropriate Box if a Member
of a Group (See Instructions) |
(a) ¨
(b) x |
|
(3) |
SEC Use Only |
|
|
(4) |
Source of Funds (See
Instructions) |
OO |
|
(5) |
Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) |
¨ |
|
(6) |
Citizenship or Place of
Organization |
Texas, United States |
|
|
|
|
Number of
Shares Beneficially
Owned by
Each
Reporting
Person With
|
(7) |
Sole Voting Power |
0 |
|
|
(8) |
Shared Voting Power |
0 |
|
|
(9) |
Sole Dispositive Power |
0 |
|
|
(10) |
Shared Dispositive Power |
0 |
|
(11) |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
0 |
|
(12) |
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) |
¨ |
|
(13) |
Percent of Class Represented by
Amount in Row (11) |
0% |
|
(14) |
Type of Reporting Person (See
Instructions) |
OO |
| |
|
|
|
|
|
|
|
|
|
CUSIP No. 769755109
|
|
(1) |
Names of Reporting
Persons |
|
|
John V. Lovoi |
|
|
|
(2) |
Check the Appropriate Box if a Member
of a Group (See Instructions) |
(a) ¨
(b) x |
|
(3) |
SEC Use Only |
|
|
(4) |
Source of Funds (See
Instructions) |
OO |
|
(5) |
Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) |
¨ |
|
(6) |
Citizenship or Place of
Organization |
Texas, United States |
|
|
|
|
Number of
Shares Beneficially
Owned by
Each
Reporting
Person With
|
(7) |
Sole Voting Power |
0 |
|
|
(8) |
Shared Voting Power |
0 |
|
|
(9) |
Sole Dispositive Power |
0 |
|
|
(10) |
Shared Dispositive Power |
0 |
|
(11) |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
0 |
|
(12) |
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) |
¨ |
|
(13) |
Percent of Class Represented by
Amount in Row (11) |
0% |
|
(14) |
Type of Reporting Person (See
Instructions) |
IN |
| |
|
|
|
|
|
|
|
|
|
CUSIP
No. 769755109 |
|
(1) |
Names of Reporting
Persons |
|
|
Roan Holdings, LLC |
|
|
|
(2) |
Check the Appropriate Box if a Member
of a Group (See Instructions) |
(a) ¨
(b) x |
|
(3) |
SEC Use Only |
|
|
(4) |
Source of Funds (See
Instructions) |
OO |
|
(5) |
Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) |
¨ |
|
(6) |
Citizenship or Place of
Organization |
Delaware, United States |
|
|
|
|
Number of
Shares Beneficially
Owned by
Each
Reporting
Person With
|
(7) |
Sole Voting Power |
0 |
|
|
(8) |
Shared Voting Power |
0 |
|
|
(9) |
Sole Dispositive Power |
0 |
|
|
(10) |
Shared Dispositive Power |
0 |
|
(11) |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
0 |
|
(12) |
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) |
¨ |
|
(13) |
Percent of Class Represented by
Amount in Row (11) |
0% |
|
(14) |
Type of Reporting Person (See
Instructions) |
OO |
| |
|
|
|
|
|
|
|
|
|
CUSIP
No. 769755109 |
|
(1) |
Names of Reporting
Persons |
|
|
Michael P. Raleigh |
|
|
|
(2) |
Check the Appropriate Box if a Member
of a Group (See Instructions) |
(a) ¨
(b) x |
|
(3) |
SEC Use Only |
|
|
(4) |
Source of Funds (See
Instructions) |
OO |
|
(5) |
Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) |
¨ |
|
(6) |
Citizenship or Place of
Organization |
Texas, United States |
|
|
|
|
Number of
Shares Beneficially
Owned by
Each
Reporting
Person With
|
(7) |
Sole Voting Power |
0 |
|
|
(8) |
Shared Voting Power |
0 |
|
|
(9) |
Sole Dispositive Power |
0 |
|
|
(10) |
Shared Dispositive Power |
0 |
|
(11) |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
0 |
|
(12) |
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) |
¨ |
|
(13) |
Percent of Class Represented by
Amount in Row (11) |
0% |
|
(14) |
Type of Reporting Person (See
Instructions) |
IN |
| |
|
|
|
|
|
|
|
|
|
CUSIP
No. 769755109 |
|
(1) |
Names of Reporting
Persons |
|
|
Paul B. Loyd, Jr. |
|
|
|
(2) |
Check the Appropriate Box if a Member
of a Group (See Instructions) |
(a) ¨
(b) x |
|
(3) |
SEC Use Only |
|
|
(4) |
Source of Funds (See
Instructions) |
OO |
|
(5) |
Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) |
¨ |
|
(6) |
Citizenship or Place of
Organization |
Texas, United States |
|
|
|
|
Number of
Shares Beneficially
Owned by
Each
Reporting
Person With
|
(7) |
Sole Voting Power |
0 |
|
|
(8) |
Shared Voting Power |
0 |
|
|
(9) |
Sole Dispositive Power |
0 |
|
|
(10) |
Shared Dispositive Power |
0 |
|
(11) |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
0 |
|
(12) |
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) |
¨ |
|
(13) |
Percent of Class Represented by
Amount in Row (11) |
0% |
|
(14) |
Type of Reporting Person (See
Instructions) |
IN |
| |
|
|
|
|
|
|
|
|
|
CUSIP No. 769755109 |
|
(1) |
Names of Reporting
Persons |
|
|
RH Debt
Fund, L.P. |
|
|
|
(2) |
Check the Appropriate Box if a Member
of a Group (See Instructions) |
(a) ¨
(b) x |
|
(3) |
SEC Use Only |
|
|
(4) |
Source of Funds (See
Instructions) |
OO |
|
(5) |
Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) |
¨ |
|
(6) |
Citizenship or Place of
Organization |
Texas, United States |
|
|
|
|
Number of
Shares Beneficially
Owned by
Each
Reporting
Person With
|
(7) |
Sole Voting Power |
0 |
|
|
(8) |
Shared Voting Power |
0 |
|
|
(9) |
Sole Dispositive Power |
0 |
|
|
(10) |
Shared Dispositive Power |
0 |
|
(11) |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
0 |
|
(12) |
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) |
¨ |
|
(13) |
Percent of Class Represented by
Amount in Row (11) |
0% |
|
(14) |
Type of Reporting Person (See
Instructions) |
PN |
| |
|
|
|
|
|
|
|
|
|
CUSIP
No. 769755109 |
|
(1) |
Names of Reporting
Persons |
|
|
Luxiver WI,
LP |
|
|
|
(2) |
Check the Appropriate Box if a Member
of a Group (See Instructions) |
(a) ¨
(b) x |
|
(3) |
SEC Use Only |
|
|
(4) |
Source of Funds (See
Instructions) |
OO |
|
(5) |
Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) |
¨ |
|
(6) |
Citizenship or Place of
Organization |
Delaware, United States |
|
|
|
|
Number of
Shares Beneficially
Owned by
Each
Reporting
Person With
|
(7) |
Sole Voting Power |
0 |
|
|
(8) |
Shared Voting Power |
0 |
|
|
(9) |
Sole Dispositive Power |
0 |
|
|
(10) |
Shared Dispositive Power |
0 |
|
(11) |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
0 |
|
(12) |
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) |
¨ |
|
(13) |
Percent of Class Represented by
Amount in Row (11) |
0% |
|
(14) |
Type of Reporting Person (See
Instructions) |
PN |
| |
|
|
|
|
|
|
|
|
|
CUSIP
No. 769755109 |
|
(1) |
Names of Reporting
Persons |
|
|
Navitas
Fund, LP |
|
|
|
(2) |
Check the Appropriate Box if a Member
of a Group (See Instructions) |
(a) ¨
(b) x |
|
(3) |
SEC Use Only |
|
|
(4) |
Source of Funds (See
Instructions) |
OO |
|
(5) |
Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) |
¨ |
|
(6) |
Citizenship or Place of
Organization |
Texas, United States |
|
|
|
|
Number of
Shares Beneficially
Owned by
Each
Reporting
Person With
|
(7) |
Sole Voting Power |
0 |
|
|
(8) |
Shared Voting Power |
0 |
|
|
(9) |
Sole Dispositive Power |
0 |
|
|
(10) |
Shared Dispositive Power |
0 |
|
(11) |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
0 |
|
(12) |
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) |
¨ |
|
(13) |
Percent of Class Represented by
Amount in Row (11) |
0% |
|
(14) |
Type of Reporting Person (See
Instructions) |
PN |
| |
|
|
|
|
|
|
|
|
|
CUSIP
No. 769755109 |
|
(1) |
Names of Reporting
Persons |
|
|
Hephaestus
Energy Fund, LP |
|
|
|
(2) |
Check the Appropriate Box if a Member
of a Group (See Instructions) |
(a) ¨
(b) x |
|
(3) |
SEC Use Only |
|
|
(4) |
Source of Funds (See
Instructions) |
OO |
|
(5) |
Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) |
¨ |
|
(6) |
Citizenship or Place of
Organization |
Delaware, United States |
|
|
|
|
Number of
Shares Beneficially
Owned by
Each
Reporting
Person With
|
(7) |
Sole Voting Power |
0 |
|
|
(8) |
Shared Voting Power |
0 |
|
|
(9) |
Sole Dispositive Power |
0 |
|
|
(10) |
Shared Dispositive Power |
0 |
|
(11) |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
0 |
|
(12) |
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) |
¨ |
|
(13) |
Percent of Class Represented by
Amount in Row (11) |
0% |
|
(14) |
Type of Reporting Person (See
Instructions) |
PN |
| |
|
|
|
|
|
|
|
|
|
CUSIP
No. 769755109 |
|
(1) |
Names of Reporting
Persons |
|
|
Children’s
Energy Fund, LP |
|
|
|
(2) |
Check the Appropriate Box if a Member
of a Group (See Instructions) |
(a) ¨
(b) x |
|
(3) |
SEC Use Only |
|
|
(4) |
Source of Funds (See
Instructions) |
OO |
|
(5) |
Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) |
¨ |
|
(6) |
Citizenship or Place of
Organization |
Delaware, United States |
|
|
|
|
Number of
Shares Beneficially
Owned by
Each
Reporting
Person With
|
(7) |
Sole Voting Power |
0 |
|
|
(8) |
Shared Voting Power |
0 |
|
|
(9) |
Sole Dispositive Power |
0 |
|
|
(10) |
Shared Dispositive Power |
0 |
|
(11) |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
0 |
|
(12) |
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) |
¨ |
|
(13) |
Percent of Class Represented by
Amount in Row (11) |
0% |
|
(14) |
Type of Reporting Person (See
Instructions) |
PN |
| |
|
|
|
|
|
|
|
|
|
CUSIP
No. 769755109 |
|
(1) |
Names of Reporting
Persons |
|
|
LVPU,
LP |
|
|
|
(2) |
Check the Appropriate Box if a Member
of a Group (See Instructions) |
(a) ¨
(b) x |
|
(3) |
SEC Use Only |
|
|
(4) |
Source of Funds (See
Instructions) |
OO |
|
(5) |
Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) |
¨ |
|
(6) |
Citizenship or Place of
Organization |
Delaware, United States |
|
|
|
|
Number of
Shares Beneficially
Owned by
Each
Reporting
Person With
|
(7) |
Sole Voting Power |
0 |
|
|
(8) |
Shared Voting Power |
0 |
|
|
(9) |
Sole Dispositive Power |
0 |
|
|
(10) |
Shared Dispositive Power |
0 |
|
(11) |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
0 |
|
(12) |
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) |
¨ |
|
(13) |
Percent of Class Represented by
Amount in Row (11) |
0% |
|
(14) |
Type of Reporting Person (See
Instructions) |
PN |
| |
|
|
|
|
|
|
|
|
|
CUSIP
No. 769755109 |
|
(1) |
Names of Reporting
Persons |
|
|
Asklepios
Energy Fund, LP |
|
|
|
(2) |
Check the Appropriate Box if a Member
of a Group (See Instructions) |
(a) ¨
(b) x |
|
(3) |
SEC Use Only |
|
|
(4) |
Source of Funds (See
Instructions) |
OO |
|
(5) |
Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) |
¨ |
|
(6) |
Citizenship or Place of
Organization |
Texas, United States |
|
|
|
|
Number of
Shares Beneficially
Owned by
Each
Reporting
Person With
|
(7) |
Sole Voting Power |
0 |
|
|
(8) |
Shared Voting Power |
0 |
|
|
(9) |
Sole Dispositive Power |
0 |
|
|
(10) |
Shared Dispositive Power |
0 |
|
(11) |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
0 |
|
(12) |
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) |
¨ |
|
(13) |
Percent of Class Represented by
Amount in Row (11) |
0% |
|
(14) |
Type of Reporting Person (See
Instructions) |
PN |
| |
|
|
|
|
|
|
|
|
|
CUSIP
No. 769755109 |
|
(1) |
Names of Reporting
Persons |
|
|
Panakeia
Energy Fund, LP |
|
|
|
(2) |
Check the Appropriate Box if a Member
of a Group (See Instructions) |
(a) ¨
(b) x |
|
(3) |
SEC Use Only |
|
|
(4) |
Source of Funds (See
Instructions) |
OO |
|
(5) |
Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) |
¨ |
|
(6) |
Citizenship or Place of
Organization |
Delaware, United States |
|
|
|
|
Number of
Shares Beneficially
Owned by
Each
Reporting
Person With
|
(7) |
Sole Voting Power |
0 |
|
|
(8) |
Shared Voting Power |
0 |
|
|
(9) |
Sole Dispositive Power |
0 |
|
|
(10) |
Shared Dispositive Power |
0 |
|
(11) |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
0 |
|
(12) |
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) |
¨ |
|
(13) |
Percent of Class Represented by
Amount in Row (11) |
0% |
|
(14) |
Type of Reporting Person (See
Instructions) |
PN |
| |
|
|
|
|
|
|
|
|
|
CUSIP
No. 769755109 |
|
(1) |
Names of Reporting
Persons |
|
|
Blackbird
1846 Energy Fund, LP |
|
|
|
(2) |
Check the Appropriate Box if a Member
of a Group (See Instructions) |
(a) ¨
(b) x |
|
(3) |
SEC Use Only |
|
|
(4) |
Source of Funds (See
Instructions) |
OO |
|
(5) |
Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) |
¨ |
|
(6) |
Citizenship or Place of
Organization |
Delaware, United States |
|
|
|
|
Number of
Shares Beneficially
Owned by
Each
Reporting
Person With
|
(7) |
Sole Voting Power |
0 |
|
|
(8) |
Shared Voting Power |
0 |
|
|
(9) |
Sole Dispositive Power |
0 |
|
|
(10) |
Shared Dispositive Power |
0 |
|
(11) |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
0 |
|
(12) |
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) |
¨ |
|
(13) |
Percent of Class Represented by
Amount in Row (11) |
0% |
|
(14) |
Type of Reporting Person (See
Instructions) |
PN |
| |
|
|
|
|
|
|
|
|
|
This Amendment no. 1 to Schedule 13D (the “Amendment”) amends and
supplements the Schedule 13D filed by JVL Advisors, LLC, a Texas
limited liability company (“JVL”), John V. Lovoi, an individual
resident of Texas (“Mr. Lovoi”), Roan Holdings, LLC, a Delaware
limited liability company (“Roan Holdings”), Michael P. Raleigh, an
individual resident of Texas (“Mr. Raleigh”), Paul B. Loyd, Jr., an
individual resident of Texas (“Mr. Loyd”), RH Debt Fund, L.P., a
Texas limited partnership (“RH Debt Fund”), Luxiver WI, LP, a Texas
limited partnership (“Luxiver”), Navitas Fund, LP, a Texas limited
partnership (“Navitas”), Hephaestus Energy Fund, LP, a Delaware
limited partnership (“Hephaestus”), Children’s Energy Fund, LP, a
Delaware limited partnership (“Children’s Fund”), LVPU, LP, a
Delaware limited partnership (“LVPU”), Asklepios Energy Fund, LP, a
Texas limited partnership (“Asklepios”), Panakeia Energy Fund, LP,
a Delaware limited partnership (“Panakeia”), and Blackbird 1846
Energy Fund, LP, a Delaware limited partnership (“Blackbird”, and
together with JVL, Mr. Lovoi, Roan Holdings, Mr. Raleigh, Mr. Loyd,
RH Debt Fund, Luxiver, Navitas, Hephaestus, Children’s Fund, LVPU,
Asklepios and Panakeia, the “Reporting Persons”), filed with the
Securities and Exchange Commission on October 11, 2019 (the
“Schedule 13D”) relating to Class A common stock, par value $0.001
per share (the “Common Stock”) of Roan Resources, Inc., a Delaware
corporation (“Issuer”). Except as expressly provided for herein,
all Items of the Schedule 13D remain unchanged.
|
Item 4. |
Purpose of Transaction |
The Issuer, Citizen Energy
Operating, LLC (“Citizen”) and Citizen Energy Pressburg Inc., a
subsidiary of Citizen (“Merger Sub”), are parties to that certain
Agreement and Plan of Merger, dated October 1, 2019 (the “Merger
Agreement”), pursuant to which, among other things, Merger Sub
merged with and into the Issuer (the “Merger”), with the Issuer
surviving as a wholly-owned subsidiary of Citizen. On December 6,
2019, at the effective time of the Merger, each outstanding share
of Common Stock of the Issuer was cancelled and converted into a
right to receive $1.52 in cash. All shares of Common Stock held by
the Reporting Persons were cancelled. Following the Merger, the
Issuer is no longer a publicly traded company and the Reporting
Persons no longer beneficially own any Shares.
|
Item 5. |
Interest in Securities of the Issuer |
|
(a)-(b) |
The Issuer, Citizen and Merger Sub
consummated the Merger on December 6, 2019. Each outstanding share of Common Stock of
the Issuer was cancelled and converted into a right to receive
$1.52 in cash. Following the Merger, the Reporting Persons
no longer beneficially own
any Shares. |
|
(c) |
Except as disclosed in this
Amendment, the Reporting Persons have not effected any transactions
in the Issuer’s common stock during the past 60 days. |
|
(d) |
JVL, indirectly through its
investment management arrangements with Asklepios Energy Fund, LP, Hephaestus
Energy Fund, LP, Luxiver WI, LP, LVPU, LP, Midenergy Partners II,
LP, Navitas Fund, LP, Blackbird 1846 Energy Fund, LP, Children’s
Energy Fund, LP, SPQR Energy, LP and Panakeia Energy Fund,
LP, beneficially owns an approximate 74.14% interest in Roan
Holdings and may be deemed to have the right to receive dividends
from, or the proceeds from the sale of shares of Common Stock of
the Issuer owned by Roan Holdings. |
| Item 7. |
Material to Be Filed as
Exhibits |
|
99.1. |
Joint Filing Agreement of Reporting
Persons, dated as of October 11, 2019 (filed as Exhibit 99.1 to the
Reporting Persons’ Schedule 13D filed with the Securities and
Exchange Commission on October 11, 2019). |
SIGNATURES
After reasonable inquiry and to the best of each of the
undersigned’s knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is true,
complete and correct.
| |
Date: December 13, 2019 |
| |
|
| |
JVL ADVISORS, LLC |
| |
|
| |
By: |
/s/ John V. Lovoi |
| |
Name: John V. Lovoi |
| |
Title: Manager |
| |
|
| |
|
| |
/s/ John V. Lovoi |
| |
John V. Lovoi |
| |
|
| |
|
| |
ROAN HOLDINGS, LLC |
| |
|
| |
By: |
/s/ Paul B. Loyd, Jr. |
| |
Name: Paul B. Loyd, Jr. |
| |
Title: President |
| |
|
| |
|
| |
/s/ Michael P. Raleigh |
| |
Michael P. Raleigh |
| |
|
| |
|
| |
/s/ Paul B. Loyd, Jr. |
| |
Paul B. Loyd, Jr. |
| |
|
| |
RH DEBT FUND, L.P. |
| |
|
| |
By: JVL Advisors, LLC, its General Partner |
| |
|
|
| |
By: |
/s/ John V. Lovoi |
| |
Name: John V. Lovoi |
| |
Title: Manager |
| |
|
| |
|
| |
LUXIVER, LP |
| |
|
| |
By: LB Luxiver GP, LP, a Texas limited partnership, its General
Partner |
| |
By: LB Luxiver, LLC, a Texas limited liability company, its General
Partner |
| |
By: Lobo Baya, LLC, a Texas limited liability company, its sole
Member |
| |
|
| |
By: |
/s/ John V. Lovoi |
| |
Name: John V. Lovoi |
| |
Title: Manager |
| |
NAVITAS
FUND, LP |
| |
|
| |
By:
JVL Partners, L.P., a Texas limited partnership, its General
Partner |
| |
By:
JVL Advisors, LLC, its General Partner |
| |
|
| |
By: |
/s/
John V. Lovoi |
| |
Name:
John V. Lovoi |
| |
Title:
Manager |
| |
|
| |
|
| |
HEPHAESTUS
ENERGY FUND, LP |
| |
|
| |
By:
Hephaestus Energy Fund GP, LP, a Texas limited partnership, its
General Partner |
| |
By:
HEF GP, LLC, a Texas limited liability company, its General
Partner |
| |
By:
JVL Advisors, LLC, its sole Member |
| |
|
| |
By: |
/s/
John V. Lovoi |
| |
|
| |
|
| |
CHILDREN’S
ENERGY FUND, LP |
| |
|
| |
By:
Children’s Energy Fund GP, LP, a Texas limited partnership, its
General Partner |
| |
By:
JVL Advisors, LLC, its General Partner |
| |
|
| |
By: |
/s/
John V. Lovoi |
| |
Name:
John V. Lovoi |
| |
Title:
Manager |
| |
|
| |
|
| |
LVPU,
LP |
| |
|
| |
By:
LVPU GP, LP, a Texas limited partnership, its General
Partner |
| |
By:
JVL Advisors, LLC, its General Partner |
| |
|
| |
By: |
/s/
John V. Lovoi |
| |
Name:
John V. Lovoi |
| |
Title:
Manager |
| |
|
| |
|
| |
ASKLEPIOS
ENERGY FUND, LP |
| |
|
| |
By:
Asklepios Energy GP, LP, a Texas limited partnership, its General
Partner |
| |
By:
JVL Advisors, LLC, its General Partner |
| |
|
| |
By: |
/s/
John V. Lovoi |
| |
Name:
John V. Lovoi |
| |
Title:
Manager |
| |
PANAKEIA
ENERGY FUND, LP |
| |
|
| |
By:
Panakeia Energy Fund GP, LP, a Texas limited partnership, its
General Partner |
| |
By:
PEF GP, LLC, a Texas limited liability company, its General
Partner |
| |
By:
JVL Advisors, LLC, its sole Member |
| |
|
| |
By: |
/s/
John V. Lovoi |
| |
Name:
John V. Lovoi |
| |
Title:
Manager |
| |
|
| |
|
| |
BLACKBIRD 1846 ENERGY FUND, LP |
| |
|
| |
By:
Blackbird 1846 Energy Fund GP, L.P., |
| |
its
General Partner |
| |
By:
JVL Advisors, LLC, its General Partner |
| |
|
| |
By: |
/s/
John V. Lovoi |
| |
Name:
John V. Lovoi |
| |
Title:
Manager |
Schedule A
The general partner of RH Debt Fund, L.P. is JVL Advisors, LLC.
John V. Lovoi is the sole member and manager of JVL Advisors, LLC.
Such individual expressly disclaims any beneficial ownership in the
Evolution Common Stock, except to the extent of his pecuniary
interests therein. The business address of such individual is 10000
Memorial Drive, Suite 550, Houston, Texas 77024.
The general partner of Luxiver, LP is LB Luxiver GP, LP. The
general partner of LB Luxiver GP, LP is LB Luxiver, LLC. The sole
managing member of LB Luxiver, LLC is Lobo Baya, LLC. The following
individuals are the managing members of Lobo Baya, LLC: John V.
Lovoi, Paul B. Loyd, Jr., Michael Raleigh, Norbert Csaszar, Kelly
Loyd and Derek Michaelis. Such individuals expressly disclaim any
beneficial ownership in the Evolution Common Stock, except to the
extent of their pecuniary interests therein. The business address
of such individuals is 10000 Memorial Drive, Suite 550, Houston,
Texas 77024.
The general partner of Navitas Fund, LP is JVL Partners, L.P. The
general partner of JVL Partners, L.P. is JVL Advisors, LLC. John V.
Lovoi is the sole member and manager of JVL Advisors, LLC. Such
individual expressly disclaims any beneficial ownership in the
Evolution Common Stock, except to the extent of his pecuniary
interests therein. The business address of such individual is 10000
Memorial Drive, Suite 550, Houston, Texas 77024.
The general partner of Hephaestus Energy Fund, LP is Hephaestus
Energy Fund GP, LP. The general partner of Hephaestus Energy Fund
GP, LP is HEF GP, LLC. The sole member and manager of HEF GP, LLC
is JVL Advisors, LLC. John V. Lovoi is the sole member and manager
of JVL Advisors, LLC. Such individual expressly disclaims any
beneficial ownership in the Evolution Common Stock, except to the
extent of his pecuniary interests therein. The business address of
such individual is 10000 Memorial Drive, Suite 550, Houston, Texas
77024.
The general partner of Children’s Energy Fund, LP is Children’s
Energy Fund GP, LP. The general partner of Children’s Energy Fund
GP, LP is JVL Advisors, LLC. John V. Lovoi is the sole member and
manager of JVL Advisors, LLC. Such individual expressly disclaims
any beneficial ownership in the Evolution Common Stock, except to
the extent of his pecuniary interests therein. The business address
of such individual is 10000 Memorial Drive, Suite 550, Houston,
Texas 77024.
The general partner of LVPU, LP is LVPU GP, LP. The general partner
of LVPU GP, LP is JVL Advisors, LLC. John V. Lovoi is the sole
member and manager of JVL Advisors, LLC. Such individual expressly
disclaims any beneficial ownership in the Evolution Common Stock,
except to the extent of his pecuniary interests therein. The
business address of such individual is 10000 Memorial Drive, Suite
550, Houston, Texas 77024.
The general partner of Asklepios Energy Fund, LP is Asklepios
Energy Fund GP, LP. The general partner of Asklepios Energy Fund
GP, LP is JVL Advisors, LLC. John V. Lovoi is the sole member and
manager of JVL Advisors, LLC. Such individual expressly disclaims
any beneficial ownership in the Evolution Common Stock, except to
the extent of his pecuniary interests therein. The business address
of such individual is 10000 Memorial Drive, Suite 550, Houston,
Texas 77024.
The general partner of Panakeia Energy Fund, LP is Panakeia Energy
Fund GP, LP. The general partner of Panakeia Energy Fund GP, LP is
PEF GP, LLC. The sole member and manager of PEF GP, LLC is JVL
Advisors, LLC. John V. Lovoi is the sole member and manager of JVL
Advisors, LLC. Such individual expressly disclaims any beneficial
ownership in the Evolution Common Stock, except to the extent of
his pecuniary interests therein. The business address of such
individual is 10000 Memorial Drive, Suite 550, Houston, Texas
77024.
The general partner of Blackbird 1846 Energy Fund, LP is Blackbird
1846 Energy Fund GP, L.P. The general partner of Blackbird 1846
Energy Fund GP, L.P. is JVL Advisors, LLC. John V. Lovoi is the
sole member and manager of JVL Advisors, LLC. Such individual
expressly disclaims any beneficial ownership in the Shares, except
to the extent of his pecuniary interests therein. The business
address of such individual is 10000 Memorial Drive, Suite 550,
Houston, Texas 77024.
