Current Report Filing (8-k)
March 17 2015 - 3:48PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 17, 2015
RSP PERMIAN, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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001-36264 |
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90-1022997 |
(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
3141 Hood Street, Suite 500
Dallas, Texas 75219
(Address of Principal Executive Offices)
(Zip Code)
(214) 252-2700
(Registrants Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Item 7.01 Regulation FD Disclosure.
On March 17, 2015, the Company issued a news release announcing the commencement of an underwritten public offering of 5,000,000 shares of its common stock by the Company and 4,000,000 shares of its common stock by certain of the its stockholders. The Company and the selling stockholders have granted the underwriter a 30-day option to purchase up to an additional 750,000 and 600,000 shares of the Companys common stock, respectively. A copy of the news release is attached hereto as Exhibit 99.1.
In accordance with General Instruction B.2. of Form 8-K, the information furnished in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
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99.1 |
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News Release, dated March 17, 2015, titled RSP Permian, Inc. Announces Public Offering of Common Stock. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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RSP PERMIAN, INC. |
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By: |
/s/ James E. Mutrie |
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James E. Mutrie |
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General Counsel and Vice President |
Dated: March 17, 2015
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EXHIBIT INDEX
Exhibit No. |
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Description |
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99.1 |
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News Release, dated March 17, 2015, titled RSP Permian, Inc. Announces Public Offering of Common Stock. |
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Exhibit 99.1
![GRAPHIC](g69841mmi001.jpg)
News Release
RSP Permian, Inc. Announces Public Offering of Common Stock
Dallas, Texas March 17, 2015 RSP Permian, Inc. (RSP or the Company) (NYSE: RSPP) today announced the commencement of an underwritten public offering of 5,000,000 shares of its common stock by the Company and 4,000,000 shares of its common stock by certain of the Companys stockholders. The Company and the selling stockholders have granted the underwriter a 30-day option to purchase up to an additional 750,000 and 600,000 shares of the Companys common stock, respectively.
The Company intends to use the net proceeds from this offering to repay all outstanding borrowings under its revolving credit facility and the balance for general corporate purposes, which may include funding its drilling and development program and future acquisitions. The Company will not receive any of the proceeds from the sale of the shares of common stock by the selling stockholders.
Barclays is acting as the sole underwriter for the offering.
The offering is made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the SEC) earlier today. The offering may be made only by means of a prospectus supplement and the accompanying prospectus, copies of which may be obtained by sending a request to: Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Ave., Edgewood, NY 11717, by calling toll-free (888) 603-5847 or by email at barclaysprospectus@broadridge.com.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About RSP Permian, Inc.
RSP is an independent oil and natural gas company focused on the acquisition, exploration, development and production of unconventional oil and associated liquids-rich natural gas reserves in the Permian Basin of West Texas. The vast majority of RSPs acreage is located on large, contiguous acreage blocks in the core of the Midland Basin, a sub-basin of the Permian Basin, primarily in the adjacent counties of Midland, Martin, Andrews, Dawson, Ector and Glasscock. The Companys common stock is traded on the NYSE under the ticker symbol RSPP. For more information, visit www.rsppermian.com.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the federal securities laws. All statements, other than historical facts, that address activities that RSP assumes, plans, expects, believes, intends or anticipates (and other similar expressions) will, should or may occur in the future are forward-looking statements. Forward-looking statements are based on managements current beliefs,
based on currently available information, as to the outcome and timing of future events. These forward-looking statements involve certain risks and uncertainties that could cause the results to differ materially from those expected by the management of RSP. Information concerning these risks and other factors can be found in RSPs filings with the SEC, including its Annual Report on Form 10-K, which can be obtained free of charge on the SECs web site located at http://www.sec.gov. RSP undertakes no obligation to update or revise any forward-looking statement.
Investor Contact:
Scott McNeill
Chief Financial Officer
214-252-2700
Investor Relations:
IR@rsppermian.com
214-252-2790
Source: RSP Permian, Inc.
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