Filing Details
- Accession Number:
- 0001193125-21-361296
- Form Type:
- 13D Filing
- Publication Date:
- 2021-12-16 19:00:00
- Filed By:
- Independence Energy Llc
- Company:
- Contango Oil & Gas Co (NYSEMKT:MCF)
- Filing Date:
- 2021-12-17
- SEC Url:
- 13D Filing
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 |
|---|---|---|---|---|---|---|
| Independence Energy | 0 | 0 | 0 | 0 | (2) 0.0% | |
| Independence Energy MM | 0 | 0 | 0 | 0 | (2) 0.0% | |
| Independence Energy Aggregator | 0 | 0 | 0 | 0 | (2) 0.0% | |
| Independence Energy Aggregator GP | 0 | 0 | 0 | 0 | (2) 0.0% | |
| KKR Upstream Associates | 0 | 0 | 0 | 0 | (2) 0.0% | |
| KKR Group Assets Holdings III | 0 | 0 | 0 | 0 | (2) 0.0% | |
| KKR Financial Holdings | 0 | 0 | 0 | 0 | (2) 0.0% | |
| KKR Group Assets III GP | 0 | 0 | 0 | 0 | (2) 0.0% | |
| KKR Group Partnership | 0 | 0 | 0 | 0 | (2) 0.0% | |
| KKR Group Holdings Corp | 0 | 0 | 0 | 0 | (2) 0.0% | |
| KKR Co. Inc | 0 | 0 | 0 | 0 | (2) 0.0% | |
| KKR Management LLP | 0 | 0 | 0 | 0 | (2) 0.0% | |
| Henry R. Kravis | 0 | 0 | 0 | 0 | (2) 0.0% | |
| George R. Roberts | 0 | 0 | 0 | 0 | (2) 0.0% |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Contango Oil & Gas Company
(Name of Issuer)
Common Stock, Par Value of $0.04 Per Share
(Title of Class of Securities)
21075N204
(CUSIP Number)
Brandi Kendall
Chief Financial Officer
Independence Energy LLC
600 Travis Street, Suite 7200
Houston, TX 77002
(713) 481-7782
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With copies to:
Christopher Lee, Esq.
Kohlberg Kravis Roberts & Co. L.P.
30 Hudson Yards
New York, New York 10001
Telephone: (212) 750-8300
December 7, 2021
(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 persons 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 (the 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).
(Continued on following pages)
Common Stock CUSIP No. 21075N204
| 1 | NAME OF REPORTING PERSON
Independence Energy LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO (see Item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
0 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
0 shares | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)
0 shares | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (2)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
Common Stock CUSIP No. 21075N204
| 1 | NAME OF REPORTING PERSON
Independence Energy MM LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO (see Item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
0 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
0 shares | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)
0 shares | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (2)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
.
Common Stock CUSIP No. 21075N204
| 1 | NAME OF REPORTING PERSON
Independence Energy Aggregator L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO (see Item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
0 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
0 shares | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)
0 shares | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (2)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
Common Stock CUSIP No. 21075N204
| 1 | NAME OF REPORTING PERSON
Independence Energy Aggregator GP LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO (see Item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
0 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
0 shares | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)
0 shares | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (2)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
Common Stock CUSIP No. 21075N204
| 1 | NAME OF REPORTING PERSON
KKR Upstream Associates LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO (see Item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
0 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
0 shares | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)
0 shares | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (2)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
Common Stock CUSIP No. 21075N204
| 1 | NAME OF REPORTING PERSON
KKR Group Assets Holdings III L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO (see Item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
0 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
0 shares | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)
0 shares | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (2)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
Common Stock CUSIP No. 21075N204
| 1 | NAME OF REPORTING PERSON
KKR Financial Holdings LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO (see Item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
0 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
0 shares | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)
0 shares | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (2)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
Common Stock CUSIP No. 21075N204
| 1 | NAME OF REPORTING PERSON
KKR Group Assets III GP LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO (see Item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
0 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
0 shares | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)
0 shares | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (2)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
Common Stock CUSIP No. 21075N204
| 1 | NAME OF REPORTING PERSON
KKR Group Partnership L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO (see Item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
0 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
0 shares | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)
0 shares | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (2)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
Common Stock CUSIP No. 21075N204
| 1 | NAME OF REPORTING PERSON
KKR Group Holdings Corp. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO (see Item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
0 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
0 shares | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)
0 shares | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (2)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
Common Stock CUSIP No. 21075N204
| 1 | NAME OF REPORTING PERSON
KKR & Co. Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO (see Item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
0 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
0 shares | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)
0 shares | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (2)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
Common Stock CUSIP No. 21075N204
| 1 | NAME OF REPORTING PERSON
KKR Management LLP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO (see Item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
0 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
0 shares | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)
0 shares | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (2)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
Common Stock CUSIP No. 21075N204
| 1 | NAME OF REPORTING PERSON
Henry R. Kravis | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO (see Item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
0 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
0 shares | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)
0 shares | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (2)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
Common Stock CUSIP No. 21075N204
| 1 | NAME OF REPORTING PERSON
George R. Roberts | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO (see Item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
0 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
0 shares | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)
0 shares | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (2)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
Explanatory Note
This Amendment No. 1 to Schedule 13D (this Amendment) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on June 17, 2021 (the Original Schedule 13D) with respect to the common stock, par value $0.04 per share (the Common Stock), of Contango Oil & Gas Company, a Texas corporation (the Issuer). Except as specifically amended and supplemented by this Amendment, the Original Schedule 13D remains in full force and effect. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Original Schedule 13D. This Amendment constitutes an exit filing of the Reporting Persons, in respect of the Common Stock previously reported as beneficially owned by the Reporting Persons.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented by adding the following to the end thereof:
On December 7, 2021, New PubCo consummated the transactions contemplated by the Transaction Agreement, among the Issuer, Independence, New PubCo, OpCo, L Merger Sub and C Merger Sub, pursuant to which each of the Issuer and Independence became wholly owned subsidiaries of New PubCo. In connection with the consummation of the transactions as contemplated by the Transaction Agreement, the irrevocable proxies granted to Independence, the executive officers of Independence and any person designated in writing by Independence under the Voting Agreement were automatically revoked in accordance with the terms of the Voting Agreement.
As a result of the foregoing and as of December 7, 2021, to the extent the terms of the Voting Agreement previously may have resulted in the Reporting Persons being deemed for purposes of Rule 13d-3 promulgated under the Exchange Act to be the beneficial owner of shares of Common Stock, the Reporting Persons are no longer deemed for purposes of Rule 13d-3 promulgated under the Exchange Act to beneficially own any shares of Common Stock.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
(a) and (b). The Reporting Persons do not beneficially own any Common Stock.
(c). Except for the foregoing transactions and as set forth in this Amendment with reference to the Transaction Agreement and the Voting Agreement, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the other individuals named in Item 2, has effected any transaction in shares of Common Stock during the past 60 days.
(d). Not applicable.
(e). As described herein, none of the Reporting Persons beneficially own more than five percent of the Common Stock.
16
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.
The information set forth or incorporated by reference in Item 4 is incorporated by reference in this Item 6.
17
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: December 17, 2021
| INDEPENDENCE ENERGY LLC | ||
| By: Independence Energy MMC LLC, its managing member | ||
| By: | /s/ Christopher Lee | |
| Name: Christopher Lee | ||
| Title: Attorney-in-fact for David Rockecharlie, Chief Executive Officer | ||
| INDEPENDENCE ENERGY MM LLC | ||
| By: | /s/ Christopher Lee | |
| Name: Christopher Lee | ||
| Title: Attorney-in-fact for David Rockecharlie, Chief Executive Officer | ||
| INDEPENDENCE ENERGY AGGREGATOR L.P. | ||
| By: Independence Energy Aggregator GP LLC, its general partner | ||
| By: | /s/ Christopher Lee | |
| Name: Christopher Lee | ||
| Title: Attorney-in-fact for Jason Carss, Assistant Secretary | ||
| INDEPENDENCE ENERGY AGGREGATOR GP LLC | ||
| By: | /s/ Christopher Lee | |
| Name: Christopher Lee | ||
| Title: Attorney-in-fact for Jason Carss, Assistant Secretary | ||
18
| KKR GROUP HOLDINGS CORP. | ||
| By: | /s/ Christopher Lee | |
| Name: Christopher Lee | ||
| Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer | ||
| KKR & CO. INC. | ||
| By: | /s/ Christopher Lee | |
| Name: Christopher Lee | ||
| Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer | ||
| KKR MANAGEMENT LLP | ||
| By: | /s/ Christopher Lee | |
| Name: Christopher Lee | ||
| Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer | ||
| HENRY R. KRAVIS | ||
| By: | /s/ Christopher Lee | |
| Name: Christopher Lee | ||
| Title: Attorney-in-fact | ||
| GEORGE R. ROBERTS | ||
| By: | /s/ Christopher Lee | |
| Name: Christopher Lee | ||
| Title: Attorney-in-fact | ||
20