SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D - 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(a)
(Amendment No. 2)*
TransAlta Corporation
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
89346D107
(CUSIP Number)
Christopher P. Davis, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 9, 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 which is the subject of
this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all
exhibits. See Rule 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).
|
1.
|
NAMES OF REPORTING PERSONS
Mangrove Partners Master Fund, Ltd.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
WC
|
|
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
|
|
8.
|
SHARED VOTING POWER
20,331,863
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
20,331,863
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,331,863
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
|
|
14.
|
TYPE OF REPORTING PERSON
OO
|
|
1.
|
NAMES OF REPORTING PERSONS
Mangrove Partners
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
AF
|
|
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
|
|
8.
|
SHARED VOTING POWER
20,331,863
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
20,331,863
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,331,863
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
|
|
14.
|
TYPE OF REPORTING PERSON
OO
|
|
1.
|
NAMES OF REPORTING PERSONS
Nathaniel August
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
AF
|
|
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 of America
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7.
|
SOLE VOTING POWER
0
|
|
8.
|
SHARED VOTING POWER
20,331,863
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
20,331,863
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,331,863
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
|
|
14.
|
TYPE OF REPORTING PERSON
IN
|
|
1.
|
NAMES OF REPORTING PERSONS
Cove Key Bluescape Holdings LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
WC
|
|
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
|
|
8.
|
SHARED VOTING POWER
8,397,333
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
8,397,333
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,397,333
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
|
|
14.
|
TYPE OF REPORTING PERSON
PN
|
|
1.
|
NAMES OF REPORTING PERSONS
Cove Key Fund GP LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
AF
|
|
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
|
|
8.
|
SHARED VOTING POWER
8,397,333
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
8,397,333
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,397,333
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
|
|
14.
|
TYPE OF REPORTING PERSON
PN
|
|
1.
|
NAMES OF REPORTING PERSONS
Cove Key GP LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
AF
|
|
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
|
|
8.
|
SHARED VOTING POWER
8,397,333
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
8,397,333
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,397,333
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
|
|
14.
|
TYPE OF REPORTING PERSON
OO
|
|
1.
|
NAMES OF REPORTING PERSONS
Cove Key Management LP
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
AF
|
|
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
|
|
8.
|
SHARED VOTING POWER
8,397,333
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
8,397,333
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,397,333
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
|
|
14.
|
TYPE OF REPORTING PERSON
PN
|
|
1.
|
NAMES OF REPORTING PERSONS
Cove Key GP Management LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
AF
|
|
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
|
|
8.
|
SHARED VOTING POWER
8,397,333
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
8,397,333
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,397,333
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
|
|
14.
|
TYPE OF REPORTING PERSON
OO
|
|
1.
|
NAMES OF REPORTING PERSONS
Jeff Coviello
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
AF
|
|
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 of America
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7.
|
SOLE VOTING POWER
0
|
|
8.
|
SHARED VOTING POWER
8,397,333
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
8,397,333
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,397,333
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
|
|
14.
|
TYPE OF REPORTING PERSON
IN, HC
|
|
1.
|
NAMES OF REPORTING PERSONS
Bluescape Cove Key GP LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
OO
|
|
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
|
|
8.
|
SHARED VOTING POWER
8,397,333
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
8,397,333
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,397,333
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
|
|
14.
|
TYPE OF REPORTING PERSON
OO
|
|
1.
|
NAMES OF REPORTING PERSONS
Bluescape Energy Partners III GP LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
OO
|
|
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
|
|
8.
|
SHARED VOTING POWER
8,397,333
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
8,397,333
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,397,333
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
|
|
14.
|
TYPE OF REPORTING PERSON
OO
|
|
1.
|
NAMES OF REPORTING PERSONS
Bluescape Resources GP Holdings LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
OO
|
|
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
|
|
8.
|
SHARED VOTING POWER
8,397,333
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
8,397,333
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,397,333
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
|
|
14.
|
TYPE OF REPORTING PERSON
OO
|
|
1.
|
NAMES OF REPORTING PERSONS
Bluescape Resources Company LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
OO
|
|
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
|
|
8.
|
SHARED VOTING POWER
8,397,333
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
8,397,333
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,397,333
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
|
|
14.
|
TYPE OF REPORTING PERSON
OO
|
|
1.
|
NAMES OF REPORTING PERSONS
Charles John Wilder, Jr.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS
OO
|
|
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 of America
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7.
|
SOLE VOTING POWER
0
|
|
8.
|
SHARED VOTING POWER
8,397,333
|
|
9.
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
SHARED DISPOSITIVE POWER
8,397,333
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,397,333
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
|
|
14.
|
TYPE OF REPORTING PERSON
IN, HC
|
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (this
“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
|
Item 4.
|
Purpose of Transaction.
|
Item 4 is hereby amended to add the following:
On April 9, 2019, Mangrove Partners issued a press release (the “Application Press Release”) announcing that it and Bluescape Energy Partners have filed an application (the “ASC/OSC
Application”) for a joint hearing with the Alberta Securities Commission (“ASC”) and the Ontario Securities Commission (“OSC”) in relation to the Annual Meeting and the transactions contemplated by the Brookfield Investment Agreement (the
“Brookfield Transactions”). Among other orders requested, the ASC/OSC Application requests that the ASC and OSC require the Issuer to provide shareholders with full and accurate disclosures related to the Brookfield Transactions and requests a
postponement of the Annual Meeting until at least June 1, 2019 to preserve shareholders’ say on these important governance matters. The foregoing description of the Application Press Release is qualified in its entirety by reference to the full
text of the Application Press Release, which is attached as Exhibit E hereto and is incorporated herein by reference.
|
Item 7.
|
Material to be Filed as Exhibits.
|
Exhibit E
Press Release, dated April 9, 2019 by Mangrove Partners.
SIGNATURES
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: April 10, 2019
|
|
THE MANGROVE PARTNERS MASTER FUND, LTD.
|
|
|
|
|
|
|
By:
|
MANGROVE PARTNERS,
as Investment Manager
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
Nathaniel August
|
|
|
|
Title:
|
Director
|
|
|
MANGROVE PARTNERS
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
Nathaniel August
|
|
|
|
Title:
|
Director
|
|
|
|
|
|
NATHANIEL AUGUST
|
|
|
|
|
|
COVE KEY BLUESCAPE HOLDINGS LP
By: Bluescape Cove Key GP LLC, its general partner
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
Jonathan Siegler
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Title:
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Managing Director
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COVE KEY FUND GP LP
By: Cove Key GP LLC, its general partner
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By:
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Name:
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Jeff Coviello
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Title:
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Manager
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COVE KEY GP LLC
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By:
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Name:
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Jeff Coviello
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Title:
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Manager
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COVE KEY MANAGEMENT LP
By: Cove Key GP Management LLC, its general partner
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By:
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Name:
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Jeff Coviello
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Title:
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Manager
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COVE KEY GP MANAGEMENT LLC
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By:
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Name:
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Jeff Coviello
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Title:
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Manager
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JEFF COVIELLO
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BLUESCAPE COVE KEY GP LLC
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By:
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Name:
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Jonathan Siegler
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Title:
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Managing Director
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BLUESCAPE ENERGY PARTNERS III GP LP
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By:
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Name:
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Jonathan Siegler
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Title:
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Managing Director
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BLUESCAPE RESOURCES GP HOLDINGS LLC
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By:
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Name:
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Jonathan Siegler
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Title:
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Managing Director
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BLUESCAPE RESOURCES COMPANY LLC
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By:
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Name:
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Jonathan Siegler
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Title:
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Managing Director
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/s/ Charles John Wilder, Jr.
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CHARLES JOHN WILDER, JR.
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