Filing Details

Accession Number:
0001104659-18-009000
Form Type:
13G Filing
Publication Date:
2018-02-13 16:02:51
Filed By:
Riverstone Holdings Llc
Company:
Ep Energy Corp (NYSE:EPEGQ)
Filing Date:
2018-02-13
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Riverstone V Everest Holdings 0 19,942,040 0 19,942,040 19,942,040 7.8%
Riverstone Energy Partners V 0 31,276,726 0 31,276,726 31,276,726 12.3%
Riverstone Energy GP V 0 31,276,726 0 31,276,726 31,276,726 12.3%
Riverstone Management Group 0 31,276,726 0 31,276,726 31,276,726 12.3%
Riverstone Energy GP V Corp 0 31,276,726 0 31,276,726 31,276,726 12.3%
Riverstone Holdings 0 31,276,726 0 31,276,726 31,276,726 12.3%
Riverstone Gower Mgmt Co Holdings 0 31,276,726 0 31,276,726 31,276,726 12.3%
David M. Leuschen 0 31,276,726 0 31,276,726 31,276,726 12.3%
Pierre F. Lapeyre, Jr 0 31,276,726 0 31,276,726 31,276,726 12.3%
Filing

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 


 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

EP Energy Corporation

(Name of Issuer)

Class A Common Stock, par value $0.01

(Title of Class of Securities)

268785102

(CUSIP Number)

December 31, 2017

(Date of 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 provisions of the Act (however, see the Notes).

 


 

CUSIP No. 268785102

 

 

1

Name of Reporting Person:
Riverstone V Everest Holdings, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
19,942,040

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
19,942,040

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
19,942,040

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
7.8%(1)

 

 

12

Type of Reporting Person
PN

 


(1)                                 Based on 254,923,001 shares of Class A common stock outstanding as of October 19, 2017, as reported in EP Energy Corporations Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed with the Commission on November 3, 2017.

 

2


 

CUSIP No. 268785102

 

 

1

Name of Reporting Person:
Riverstone Energy Partners V, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
31,276,726

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
31,276,726

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
31,276,726

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
12.3%(1)

 

 

12

Type of Reporting Person
PN

 


(1)                                 Based on 254,923,001 shares of Class A common stock outstanding as of October 19, 2017, as reported in EP Energy Corporations Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed with the Commission on November 3, 2017.

 

3


 

CUSIP No. 268785102

 

 

1

Name of Reporting Person:
Riverstone Energy GP V, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
31,276,726

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
31,276,726

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
31,276,726

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
12.3%(1)

 

 

12

Type of Reporting Person
OO

 


(1)                                 Based on 254,923,001 shares of Class A common stock outstanding as of October 19, 2017, as reported in EP Energy Corporations Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed with the Commission on November 3, 2017.

 

4


 

CUSIP No. 268785102

 

 

1

Name of Reporting Person:
Riverstone Management Group, L.L.C.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
31,276,726

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
31,276,726

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
31,276,726

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11

Percent of Class Represented by Amount in Row (9)
12.3%(1)

 

 

12

Type of Reporting Person
OO

 


(1)                                 Based on 254,923,001 shares of Class A common stock outstanding as of October 19, 2017, as reported in EP Energy Corporations Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed with the Commission on November 3, 2017.

 

5


 

CUSIP No. 268785102

 

 

1

Name of Reporting Person:
Riverstone Energy GP V Corp.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
31,276,726

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
31,276,726

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
31,276,726

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11

Percent of Class Represented by Amount in Row (9)
12.3%(1)

 

 

12

Type of Reporting Person
CO

 


(1)                                 Based on 254,923,001 shares of Class A common stock outstanding as of October 19, 2017, as reported in EP Energy Corporations Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed with the Commission on November 3, 2017.

 

6


 

CUSIP No. 268785102

 

 

1

Name of Reporting Person:
Riverstone Holdings LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
31,276,726

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
31,276,726

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
31,276,726

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11

Percent of Class Represented by Amount in Row (9)
12.3%(1)

 

 

12

Type of Reporting Person
OO

 


(1)                                 Based on 254,923,001 shares of Class A common stock outstanding as of October 19, 2017, as reported in EP Energy Corporations Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed with the Commission on November 3, 2017.

 

7


 

CUSIP No. 268785102

 

 

1

Name of Reporting Person:
Riverstone/Gower Mgmt Co Holdings, L.L.C.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
31,276,726

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
31,276,726

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
31,276,726

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11

Percent of Class Represented by Amount in Row (9)
12.3%(1)

 

 

12

Type of Reporting Person
OO

 


(1)                                 Based on 254,923,001 shares of Class A common stock outstanding as of October 19, 2017, as reported in EP Energy Corporations Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed with the Commission on November 3, 2017.

 

8


 

CUSIP No. 268785102

 

 

1

Name of Reporting Person:
David M. Leuschen

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
31,276,726

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
31,276,726

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
31,276,726

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11

Percent of Class Represented by Amount in Row (9)
12.3%(1)

 

 

12

Type of Reporting Person
IN

 


(1)                                 Based on 254,923,001 shares of Class A common stock outstanding as of October 19, 2017, as reported in EP Energy Corporations Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed with the Commission on November 3, 2017.

 

9


 

CUSIP No. 268785102

 

 

1

Name of Reporting Person:
Pierre F. Lapeyre, Jr.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
31,276,726

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
31,276,726

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
31,276,726

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11

Percent of Class Represented by Amount in Row (9)
12.3%(1)

 

 

12

Type of Reporting Person
IN

 


(1)                                 Based on 254,923,001 shares of Class A common stock outstanding as of October 19, 2017, as reported in EP Energy Corporations Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed with the Commission on November 3, 2017.

 

10


 

Item 1(a).

Name of Issuer:
EP Energy Corporation

Item 1(b).

Address of Issuers Principal Executive Offices:
1001 Louisiana Street

Houston, Texas 77002

 

Item 2(a).

Names of Persons Filing:
Riverstone V Everest Holdings, L.P.

Riverstone Energy Partners V, L.P.

Riverstone Energy GP V, LLC

Riverstone Management Group, L.L.C.

Riverstone Energy GP V Corp.

Riverstone Holdings LLC

Riverstone/Gower Mgmt Co Holdings, L.L.C.

David M. Leuschen

Pierre F. Lapeyre, Jr.

Item 2(b).

Address or Principal Business Office or, if none, Residence:
The principal business office for each of Riverstone V Everest Holdings, L.P., Riverstone Energy Partners V, L.P., Riverstone Energy GP V, LLC, Riverstone Management Group, L.L.C., Riverstone Energy GP V Corp., Riverstone Holdings LLC, Riverstone/Gower Mgmt Co Holdings, L.L.C., David M. Leuschen and Pierre F. Lapeyre, Jr. is:

 

712 Fifth Avenue, 36th Floor

New York, NY 10019

Item 2(c).

Citizenship:
Each of Riverstone V Everest Holdings, L.P. and Riverstone Energy Partners V, L.P. is a Delaware limited partnership.

 

Each of Riverstone Energy GP V, LLC, Riverstone Management Group, L.L.C., Riverstone Holdings LLC and Riverstone/Gower Mgmt Co Holdings, L.L.C. is a Delaware limited liability company.

 

Riverstone Energy GP V Corp. is a Delaware corporation.

 

Each of David M. Leuschen and Pierre F. Lapeyre, Jr is an individual in the USA.

Item 2(d).

Title of Class of Securities:
Class A Common Stock, par value $0.01

Item 2(e).

CUSIP Number:
268785102

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

Item 4.

Ownership:

 

The percent of class provided for each reporting person below is based on 254,923,001 shares of Class A common stock outstanding as of October 19, 2017, as reported in EP Energy Corporations Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed with the Commission on November 3, 2017.

 

11


 

 

1.

Riverstone V Everest Holdings, L.P.

 

a.

Amount beneficially owned: 

19,942,040

 

b.

Percent of class: 

7.8%

 

c.

Number of units as to which the person has:

 

 

 

i.

Sole power to vote or to direct the vote: 

0

 

 

ii.

Shared power to vote or to direct the vote: 

19,942,040

 

 

iii.

Sole power to dispose or to direct the disposition of: 

0

 

 

iv.

Shared power to dispose or to direct the disposition of: 

19,942,040

 

2.

Riverstone Energy Partners V, L.P.

 

a.

Amount beneficially owned: 

31,276,726

 

b.

Percent of class: 

12.3%

 

c.

Number of units as to which the person has:

 

 

 

i.

Sole power to vote or to direct the vote: 

0

 

 

ii.

Shared power to vote or to direct the vote: 

31,276,726

 

 

iii.

Sole power to dispose or to direct the disposition of: 

0

 

 

iv.

shared power to dispose or to direct the disposition of: 

31,276,726

 

3.

Riverstone Energy GP V, LLC

 

a.

Amount beneficially owned: 

31,276,726

 

b.

Percent of class: 

12.3%

 

c.

Number of units as to which the person has:

 

 

 

i.

Sole power to vote or to direct the vote: 

0

 

 

ii.

Shared power to vote or to direct the vote: 

31,276,726

 

 

iii.

Sole power to dispose or to direct the disposition of: 

0

 

 

iv.

Shared power to dispose or to direct the disposition of: 

31,276,726

 

4.

Riverstone Management Group, L.L.C.

 

a.

Amount beneficially owned: 

31,276,726

 

b.

Percent of class: 

12.3%

 

c.

Number of units as to which the person has:

 

 

12


 

 

 

i.

Sole power to vote or to direct the vote: 

0

 

 

ii.

Shared power to vote or to direct the vote: 

31,276,726

 

 

iii.

Sole power to dispose or to direct the disposition of: 

0

 

 

iv.

Shared power to dispose or to direct the disposition of: 

31,276,726

 

5.

Riverstone Energy GP V Corp.

 

a.

Amount beneficially owned: 

31,276,726

 

b.

Percent of class: 

12.3%

 

c.

Number of units as to which the person has:

 

 

 

i.

Sole power to vote or to direct the vote: 

0

 

 

ii.

Shared power to vote or to direct the vote: 

31,276,726

 

 

iii.

Sole power to dispose or to direct the disposition of: 

0

 

 

iv.

Shared power to dispose or to direct the disposition of: 

31,276,726

 

6.

Riverstone Holdings LLC

 

a.

Amount beneficially owned: 

31,276,726

 

b.

Percent of class: 

12.3%

 

c.

Number of units as to which the person has:

 

 

 

i.

Sole power to vote or to direct the vote: 

0

 

 

ii.

Shared power to vote or to direct the vote: 

31,276,726

 

 

iii.

Sole power to dispose or to direct the disposition of: 

0

 

 

iv.

Shared power to dispose or to direct the disposition of: 

31,276,726

 

7.

Riverstone/Gower Mgmt Co Holdings, L.L.C.

 

a.

Amount beneficially owned: 

31,276,726

 

b.

Percent of class: 

12.3%

 

c.

Number of units as to which the person has:

 

 

 

i.

Sole power to vote or to direct the vote: 

0

 

 

ii.

Shared power to vote or to direct the vote: 

31,276,726

 

 

iii.

Sole power to dispose or to direct the disposition of: 

0

 

 

iv.

Shared power to dispose or to direct the disposition of: 

31,276,726

 

13


 

 

8.

David M. Leuschen

 

a.

Amount beneficially owned: 

31,276,726

 

b.

Percent of class: 

12.3%

 

c.

Number of units as to which the person has:

 

 

 

i.

Sole power to vote or to direct the vote: 

0

 

 

ii.

Shared power to vote or to direct the vote: 

31,276,726

 

 

iii.

Sole power to dispose or to direct the disposition of: 

0

 

 

iv.

Shared power to dispose or to direct the disposition of: 

31,276,726

 

9.

Pierre F. Lapeyre, Jr.

 

a.

Amount beneficially owned: 

31,276,726

 

b.

Percent of class: 

12.3%

 

c.

Number of units as to which the person has:

 

 

 

i.

Sole power to vote or to direct the vote: 

0

 

 

ii.

Shared power to vote or to direct the vote: 

31,276,726

 

 

iii.

Sole power to dispose or to direct the disposition of: 

0

 

 

iv.

Shared power to dispose or to direct the disposition of: 

31,276,726

 

The reporting persons beneficially own shares of Class A common stock of EP Energy Corporation. Riverstone V Everest Holdings, L.P. is the record holder of 19,942,040 shares of Class A common stock. Riverstone Energy Partners V, L.P. is the general partner of Riverstone V Everest Holdings, L.P. Riverstone Energy GP V, LLC is the general partner of Riverstone Energy Partners V, L.P. Riverstone Energy GP V, LLC is managed by an eight person managing committee.

 

 

Mr. Leuschen and Mr. Lapeyre are the managing directors of Riverstone Management Group, L.L.C., which is the managing member of Riverstone/Gower Mgmt Co Holdings, L.L.C., which is the sole member of Riverstone Holdings LLC. Riverstone Holdings LLC is the sole shareholder of  Riverstone Energy GP V Corp., which is the managing member of Riverstone Energy GP V, LLC.

 

 

The reporting persons other than Riverstone V Everest Holdings, L.P. may be deemed to share beneficial ownership of the shares of Class A common stock owned of record by Riverstone V Everest Holdings, L.P.

 

 

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.

 

14


 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group:

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group:

 

Not applicable.

 

15


 

Item 10.

Certifications:

 

Not applicable.

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete and correct.

 

Dated: February 13, 2018

RIVERSTONE V EVEREST HOLDINGS, L.P.

 

 

 

By Riverstone Energy Partners V, L.P., its general partner

 

 

 

By Riverstone Energy GP V, LLC, its general partner

 

 

 

 

 

 

 

By:

/s/ Thomas J. Walker

 

Name:

Thomas J. Walker

 

Title:

Authorized Person

 

 

 

 

 

RIVERSTONE ENERGY PARTNERS V, L.P.

 

 

 

By Riverstone Energy GP V, LLC, its general partner

 

 

 

 

 

 

 

By:

/s/ Thomas J. Walker

 

Name:

Thomas J. Walker

 

Title:

Authorized Person

 

 

 

 

 

RIVERSTONE ENERGY GP V, LLC

 

 

 

 

 

 

 

By:

/s/ Thomas J. Walker

 

Name:

Thomas J. Walker

 

Title:

Authorized Person

 

 

 

 

 

RIVERSTONE MANAGEMENT GROUP, L.L.C.

 

 

 

 

 

By:

/s/ Thomas J. Walker

 

Name:

Thomas J. Walker

 

Title:

Authorized Person

 

 

 

RIVERSTONE ENERGY GP V CORP.

 

 

 

 

 

By:

/s/ Thomas J. Walker

 

Name:

Thomas J. Walker

 

Title:

Authorized Person

 

 

 

 

 

RIVERSTONE HOLDINGS LLC

 

 

 

 

 

By:

/s/ Thomas J. Walker

 

Name:

Thomas J. Walker

 

Title:

Authorized Person

 

[Signature Page  Schedule 13G]

 

16


 

 

RIVERSTONE/GOWER MGMT CO HOLDINGS, L.L.C.

 

 

 

 

 

By:

/s/ Thomas J. Walker

 

Name:

Thomas J. Walker

 

Title:

Authorized Person

 

 

 

 

 

DAVID M. LEUSCHEN

 

 

 

 

 

By:

/s/ Thomas J. Walker

 

Name:

Thomas J. Walker, attorney-in-fact

 

 

 

 

 

PIERRE F. LAPEYRE, JR.

 

 

 

 

 

By:

/s/ Thomas J. Walker

 

Name:

Thomas J. Walker, attorney-in-fact

 

[Signature Page  Schedule 13G]

 

17


 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

 

99.1

 

Joint Filing Agreement

 

 

18