SC 13D/A 1 tm229014d2_sc13ga.htm SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Talos Energy Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

87484T108

(CUSIP Number)

Dianna Rosser Aprile

c/o Riverstone Holdings LLC

712 Fifth Avenue, 36th Floor

New York, NY 10019

(212) 993-0076

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 8, 2022

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 Rule 13d-7(b) 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).

CUSIP No. 87484T108

13D

Page 1 of 22 Pages

1	Names of Reporting Persons Riverstone Talos Energy Equityco LLC
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
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

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 11,042,670
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 11,042,670

11	Aggregate Amount Beneficially Owned by Each Reporting Person 11,042,670
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 13.5%
14	Type of Reporting Person OO (Limited Liability Company)

CUSIP No. 87484T108

13D

Page 2 of 22 Pages

1	Names of Reporting Persons Riverstone Talos Energy Debtco LLC
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
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

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 1,015,781
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 1,015,781

11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,015,781
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 1.2%
14	Type of Reporting Person OO (Limited Liability Company)

CUSIP No. 87484T108

13D

Page 3 of 22 Pages

1	Names of Reporting Persons ILX Holdings II, LLC
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
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

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 3,643,382
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 3,643,382

11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,643,382
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 4.4%
14	Type of Reporting Person OO (Limited Liability Company)

CUSIP No. 87484T108

13D

Page 4 of 22 Pages

1	Names of Reporting Persons ILX Holdings III, LLC
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
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

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 ¨
13	Percent of Class Represented by Amount in Row (11) 0.0%
14	Type of Reporting Person OO (Limited Liability Company)

CUSIP No. 87484T108

13D

Page 5 of 22 Pages

1	Names of Reporting Persons REL US Partnership, LLC
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
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

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 ¨
13	Percent of Class Represented by Amount in Row (11) 0.0%
14	Type of Reporting Person OO (Limited Liability Company)

CUSIP No. 87484T108

13D

Page 6 of 22 Pages

1	Names of Reporting Persons Riverstone V Castex 2014 Holdings, L.P.
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
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

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 568,191
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 568,191

11	Aggregate Amount Beneficially Owned by Each Reporting Person 568,191
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 0.7%
14	Type of Reporting Person PN

CUSIP No. 87484T108

13D

Page 7 of 22 Pages

1	Names of Reporting Persons Riverstone V Talos Holdings, L.P.
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
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

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 12,058,451
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 12,058,451

11	Aggregate Amount Beneficially Owned by Each Reporting Person 12,058,451
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 14.7%
14	Type of Reporting Person PN

CUSIP No. 87484T108

13D

Page 8 of 22 Pages

1	Names of Reporting Persons Riverstone Global Energy and Power Fund V (FT), L.P.
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
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

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power 0
		8	Shared Voting Power 12,058,451
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 12,058,451
11	Aggregate Amount Beneficially Owned by Each Reporting Person 12,058,451
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 14.7%
14	Type of Reporting Person PN

CUSIP No. 87484T108

13D

Page 9 of 22 Pages

1	Names of Reporting Persons Riverstone Energy Partners V, L.P.
2	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power 0
		8	Shared Voting Power 16,270,024
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 16,270,024
11	Aggregate Amount Beneficially Owned by Each Reporting Person 16,270,024
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 19.9%
14	Type of Reporting Person PN

CUSIP No. 87484T108

13D

Page 10 of 22 Pages

1	Names of Reporting Persons Riverstone Energy GP V, LLC

2	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power 0
		8	Shared Voting Power 16,270,024
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 16,270,024
11	Aggregate Amount Beneficially Owned by Each Reporting Person 16,270,024
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 19.9%
14	Type of Reporting Person OO (Limited Liability Company)

CUSIP No. 87484T108

13D

Page 11 of 22 Pages

1	Names of Reporting Persons Riverstone Energy GP V Corp.
2	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
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

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power 0
		8	Shared Voting Power 16,270,024
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 16,270,024
11	Aggregate Amount Beneficially Owned by Each Reporting Person 16,270,024
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 19.9%
14	Type of Reporting Person CO

CUSIP No. 87484T108

13D

Page 12 of 22 Pages

1	Names of Reporting Persons Riverstone Holdings LLC
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
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

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 16,270,024
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 16,270,024

11	Aggregate Amount Beneficially Owned by Each Reporting Person 16,270,024
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 19.9%
14	Type of Reporting Person OO (Limited Liability Company)

CUSIP No. 87484T108

13D

Page 13 of 22 Pages

1	Names of Reporting Persons Riverstone/Gower Mgmt Co Holdings, L.P.
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
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

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 16,270,024
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 16,270,024

11	Aggregate Amount Beneficially Owned by Each Reporting Person 16,270,024
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 19.9%
14	Type of Reporting Person PN

CUSIP No. 87484T108

13D

Page 14 of 22 Pages

1	Names of Reporting Persons Riverstone Management Group, L.L.C.
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
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

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 16,270,024
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 16,270,024

11	Aggregate Amount Beneficially Owned by Each Reporting Person 16,270,024
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 19.9%
14	Type of Reporting Person OO (Limited Liability Company)

CUSIP No. 87484T108

13D

Page 15 of 22 Pages

1	Names of Reporting Persons David M. Leuschen
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
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 United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 16,270,024
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 16,270,024

11	Aggregate Amount Beneficially Owned by Each Reporting Person 16,270,024
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 19.9%
14	Type of Reporting Person IN

CUSIP No. 87484T108

13D

Page 16 of 22 Pages

1	Names of Reporting Persons Pierre F. Lapeyre, Jr.
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
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 United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 16,270,024
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 16,270,024

11	Aggregate Amount Beneficially Owned by Each Reporting Person 16,270,024
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 19.9%
14	Type of Reporting Person IN

CUSIP No. 87484T108

13D

Page 17 of 22 Pages

EXPLANATORY NOTE

This Amendment No. 3 to Schedule 13D amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on May 21, 2018 (as amended, the “Schedule 13D”), relating to the common stock, par value $0.01 per share (the “Common Stock”) of Talos Energy Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

March 2022 Sales

On March 8, 2022, ILX Holdings II, LLC, ILX Holdings III, LLC, Riverstone Talos Energy Equityco LLC, Riverstone Talos Energy Debtco LLC, Riverstone V Castex 2014 Holdings, L.P. and REL US Partnership, LLC (together, the “Riverstone Stockholders”) sold 4,000,000 shares of Common Stock in open market transactions at a weighted average price of $17.405 per share.

CUSIP No. 87484T108

13D

Page 18 of 22 Pages

Item 5.

Interest in Securities of the Issuer.

Item 5 of this Schedule 13D is hereby amended and restated in its entirety as follows:

(a) – (b)

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 81,881,477 shares of Common Stock outstanding as of February 17, 2022, as reported in the Issuer’s annual report on Form 10-K filed with the SEC on February 25, 2022:

Reporting Person	Amount beneficially owned		Percent of class			Sole power to vote or to direct the vote		Shared power to vote or to direct the vote		Sole power to dispose or to direct the disposition		Shared power to dispose or to direct the disposition
Riverstone Talos Energy Equityco LLC		11,042,670		13.5	%		0		11,042,670		0		11,042,670
Riverstone Talos Energy Debtco LLC		1,015,781		1.2	%		0		1,015,781		0		1,015,781
ILX Holdings II, LLC		3,643,382		4.4	%		0		3,643,382		0		3,643,382
ILX Holdings III, LLC		0		0.0	%		0		0		0		0
REL US Partnership, LLC		0		0.0	%		0		0		0		0
Riverstone V Castex 2014 Holdings, L.P.		568,191		0.7	%		0		568,191		0		568,191
Riverstone V Talos Holdings, L.P.		12,058,451		14.7	%		0		12,058,451		0		12,058,451
Riverstone Global Energy and Power Fund V (FT), L.P.		12,058,451		14.7	%		0		12,058,451		0		12,058,451
Riverstone Energy Partners V, L.P.		16,270,024		19.9	%		0		16,270,024		0		16,270,024
Riverstone Energy GP V, LLC		16,270,024		19.9	%		0		16,270,024		0		16,270,024
Riverstone Energy GP V Corp.		16,270,024		19.9	%		0		16,270,024		0		16,270,024
Riverstone Holdings LLC		16,270,024		19.9	%		0		16,270,024		0		16,270,024
Riverstone/Gower Mgmt Co Holdings, L.P.		16,270,024		19.9	%		0		16,270,024		0		16,270,024
Riverstone Management Group, L.L.C.		16,270,024		19.9	%		0		16,270,024		0		16,270,024
David M. Leuschen		16,270,024		19.9	%		0		16,270,024		0		16,270,024
Pierre F. Lapeyre, Jr.		16,270,024		19.9	%		0		16,270,024		0		16,270,024

Includes 11,042,670 shares held of record by Riverstone Equityco, 1,015,781 shares held of record by Riverstone Debtco, 3,643,382 shares held of record by ILX Holdings II, and 568,191 shares held of record by Castex 2014.

CUSIP No. 87484T108

13D

Page 19 of 22 Pages

David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Management, which is the general partner of Riverstone/Gower, which is the sole member of Riverstone Holdings, which is the sole shareholder of Riverstone Corp., which is the managing member of Riverstone GP, which is the general partner of Riverstone Energy Partners V, which is the general partner of Riverstone Energy Fund V, which is the general partner of Riverstone Aggregator, which is the managing member of Riverstone Equityco and the sole manager of Riverstone Debtco. In addition, Riverstone Energy Partners V owns an indirect interest in Castex 2014 and in ILX Holdings II.

As such, each of Riverstone Aggregator, Riverstone Energy Fund V, Riverstone Energy Partners V, Riverstone GP, Riverstone Corp., Riverstone Holdings, Riverstone/Gower, Riverstone Management, and Messrs. Leuschen and Lapeyre may be deemed to share beneficial ownership of the securities held directly by Riverstone Equity and Riverstone Debtco. Each of the foregoing entities and persons, except for Riverstone Aggregator and Riverstone Energy Fund V, may be deemed to share beneficial ownership of the securities held of record by Castex 2014 and by ILX Holdings II.

(c)

Except as described in Item 4, during the past 60 days, the Reporting Persons have not effected any transactions with respect to the Common Stock.

(d)

None.

(e)

On March 8, 2022, ILX Holdings III and REL US Partnership, LLC ceased to be the beneficial owner of any shares of Common Stock of the Issuer.

CUSIP No. 87484T108

13D

Page 20 of 22 Pages

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: March 11, 2021

	Riverstone Talos Energy Equityco LLC

	By:	/s/ Peter Haskopoulos
	Name:	Peter Haskopoulos
	Title:	Managing Director

	Riverstone Talos Energy Debtco LLC

	By:	/s/ Peter Haskopoulos
	Name:	Peter Haskopoulos
	Title:	Managing Director

	ILX Holdings II, LLC

	By:	/s/ Peter Haskopoulos
	Name:	Peter Haskopoulos
	Title:	Managing Director

	ILX Holdings III, LLC

	By:	/s/ Peter Haskopoulos
	Name:	Peter Haskopoulos
	Title:	Managing Director

	REL US Partnership, LLC

	By:	/s/ Peter Haskopoulos
	Name:	Peter Haskopoulos
	Title:	Managing Director

CUSIP No. 87484T108

13D

Page 21 of 22 Pages

	Riverstone V Castex 2014 Holdings, L.P.
	By: Riverstone Global Energy and Power Fund V (FT), L.P., its general partner
	By: Riverstone Energy Partners V, L.P., its general partner
	By: Riverstone Energy GP V, LLC, its general partner

	By:	/s/ Peter Haskopoulos
	Name:	Peter Haskopoulos
	Title:	Managing Director

	Riverstone V Talos Holdings, L.P.
	By: Riverstone Energy Partners V, L.P., its general partner
	By: Riverstone Energy GP V, LLC, its general partner

	By:	/s/ Peter Haskopoulos
	Name:	Peter Haskopoulos
	Title:	Managing Director

	Riverstone Global Energy and Power Fund V (FT), L.P.
	By: Riverstone Energy Partners V, L.P., its general partner
	By: Riverstone Energy GP V, LLC, its general partner

	By:	/s/ Peter Haskopoulos
	Name:	Peter Haskopoulos
	Title:	Managing Director

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

	By:	/s/ Peter Haskopoulos
	Name:	Peter Haskopoulos
	Title:	Managing Director

	Riverstone Energy GP V, LLC

	By:	/s/ Peter Haskopoulos
	Name:	Peter Haskopoulos
	Title:	Managing Director

CUSIP No. 87484T108

13D

Page 22 of 22 Pages

	Riverstone Energy GP V Corp.

	By:	/s/ Peter Haskopoulos
	Name:	Peter Haskopoulos
	Title:	Managing Director

	Riverstone Holdings LLC

	By:	/s/ Peter Haskopoulos
	Name:	Peter Haskopoulos
	Title:	Authorized Person

	Riverstone/Gower Mgmt Co. Holdings, L.P.
	By: Riverstone Management Group, L.L.C., its general partner

	By:	/s/ Peter Haskopoulos
	Name:	Peter Haskopoulos
	Title:	Manager

	Riverstone Management Group, L.L.C.

	By:	/s/ Peter Haskopoulos
	Name:	Peter Haskopoulos
	Title:	Manager

	By:	/s/ David M. Leuschen
	Name:	David M. Leuschen

	By:	/s/ Pierre F. Lapeyre, Jr.
	Name:	Pierre F. Lapeyre, Jr.