Silver Run Acquisition Corporation II (“Silver Run II”)
(NASDAQ:SRUN) (NASDAQ:SRUNU) (NASDAQ:SRUNW) today announced that it
completed its business combination with Alta Mesa Holdings, LP
(“Alta Mesa”) and Kingfisher Midstream, LLC (“Kingfisher”).
Alta Mesa is an independent exploration and production company
focused on the development and acquisition of unconventional oil
and natural gas reserves in the Anadarko Basin. Kingfisher is a
company engaged in providing certain midstream energy services,
including crude oil and gas gathering, processing and marketing to
producers of natural gas, natural gas liquids, crude oil and
condensate in the STACK Play region of Oklahoma. The
transaction was approved by the board of directors of Silver Run II
and was approved at a special meeting of Silver Run II’s
stockholders on February 6, 2018 by 98.43% of stockholders voting
in person or by proxy at the special meeting. In connection
with the closing of the transaction, Silver Run II has been renamed
Alta Mesa Resources, Inc. (“Alta Mesa Resources”), and its common
stock and warrants will be traded on the NASDAQ Capital Market
under the symbols “AMR” and “AMRRW,” respectively, beginning on
February 12, 2018.
The size of Alta Mesa Resources’ board of
directors has been increased from four members to eleven members,
and consists of James T. Hackett, Harlan H. Chappelle, Michael E.
Ellis, David M. Leuschen, Pierre F. Lapeyre, Jr., William W.
McMullen, Don Dimitrievich, William D. Gutermuth, Jeffrey H.
Tepper, Diana J. Walters and Donald R. Sinclair.
Following the closing, Riverstone Holdings LLC
(“Riverstone”) and Alta Mesa management collectively own a
significant portion of Alta Mesa Resources, representing
approximately 33% of Alta Mesa Resources’ market capitalization. In
addition, the equity holders of Kingfisher collectively own
approximately 14% of Alta Mesa Resources’ market
capitalization.
In connection with the closing, Alta Mesa
entered into an amended and restated senior secured revolving
credit facility that provides for an aggregate of $1.0 billion with
an initial $350.0 million borrowing base limit. Kingfisher is
also a party to a $200 million revolving credit facility. As
of the closing, neither Alta Mesa nor Kingfisher has any
outstanding borrowings under their respective credit facilities or
letter of credit reimbursement obligations.
Advisors
Citigroup Global Markets Inc. acted as capital
markets advisor to Silver Run II. Latham & Watkins LLP
acted as legal counsel to Riverstone and Silver Run II.
Haynes and Boone, LLP acted as legal counsel to Alta Mesa.
Bracewell LLP acted as legal counsel to Kingfisher. Kirkland
& Ellis LLP acted as legal counsel to Bayou City Energy
Management LLC (“BCE”).
About Alta Mesa
Resources
Alta Mesa Resources is the successor of Silver
Run II, and its strategy following the transaction is to focus on
the development and acquisition of unconventional oil and natural
gas reserves in the Anadarko Basin through Alta Mesa and to provide
midstream energy services, including crude oil and gas gathering,
processing and marketing, to producers of natural gas, natural gas
liquids, crude oil and condensate in the STACK Play region of
Oklahoma through Kingfisher. For more information, please
visit http://altamesa.net/.
About Riverstone
Riverstone is an energy and power-focused
private investment firm founded in 2000 by David M. Leuschen and
Pierre F. Lapeyre, Jr. with over $37 billion of capital raised.
Riverstone conducts buyout and growth capital investments in the
exploration & production, midstream, oilfield services, power,
and renewable sectors of the energy industry. With offices in New
York, London, Houston, and Mexico City, Riverstone has committed
over $36 billion to more than 130 investments in North America,
Latin America, Europe, Africa, Asia, and Australia.
About HPS Investment Partners,
LLC
HPS Investment Partners, LLC (“HPS”) is a
leading global investment firm with a focus on non-investment grade
credit. Established in 2007, HPS has approximately 100 investment
professionals and over 200 total employees, and is headquartered in
New York with ten additional offices globally. HPS was originally
formed as a unit of Highbridge Capital Management, LLC
(“Highbridge”), a subsidiary of J.P. Morgan Asset Management (“J.P.
Morgan”), and formerly known as Highbridge Principal Strategies,
LLC. In March 2016, the principals of HPS acquired the firm from
J.P. Morgan, which retained Highbridge’s hedge fund strategies. As
of January 2018, HPS had approximately $44 billion of assets under
management and since inception has invested over $4 billion in the
energy and power industries.
About BCE
BCE is a private equity firm founded in 2015 to
focus on making investments in the North American upstream oil and
gas sector. BCE targets privately negotiated investments through
two complementary strategies: providing buyout and growth equity
capital for operators with current production and exploitable
upside, and partnering with operators to provide dedicated drilling
capital in off-balance sheet structures.
Forward-Looking
Statements
This communication includes certain statements
that may constitute "forward-looking statements" for purposes of
the federal securities laws. Forward-looking statements
include, but are not limited to, statements that refer to
projections, forecasts or other characterizations of future events
or circumstances, including any underlying assumptions. The
words "anticipate," "believe," "continue," "could," "estimate,"
"expect," "intends," "may," "might," "plan," "possible,"
"potential," "predict," "project," "should," "would" and similar
expressions may identify forward-looking statements, but the
absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements may include, for
example, statements about the benefits of the transaction described
in this communication; the future financial performance of Alta
Mesa Resources following the transaction; and changes in Alta
Mesa’s and Kingfisher’s strategy, future operations, financial
position, estimated revenues and losses, projected costs,
prospects, plans and objectives of management. These
forward-looking statements are based on information available as of
the date of this communication, and current expectations, forecasts
and assumptions, and involve a number of judgments, risks and
uncertainties. Accordingly, forward-looking statements should
not be relied upon as representing Alta Mesa Resources’ views as of
any subsequent date, and Alta Mesa Resources does not undertake any
obligation to update forward-looking statements to reflect events
or circumstances after the date they were made, whether as a result
of new information, future events or otherwise, except as may be
required under applicable securities laws. You should not
place undue reliance on these forward-looking statements. As
a result of a number of known and unknown risks and uncertainties,
Alta Mesa Resources’ actual results or performance may be
materially different from those expressed or implied by these
forward-looking statements. Some factors that could cause
actual results to differ include Alta Mesa Resources’ ability to
recognize the anticipated benefits of the transaction, which may be
affected by, among other things, competition and the ability of
Alta Mesa Resources to grow and manage growth profitably following
the transaction; changes in applicable laws or regulations; the
possibility that Alta Mesa Resources may be adversely affected by
other economic, business, and/or competitive factors; and other
risks and uncertainties indicated in Alta Mesa Resources’ public
filings with the Securities and Exchange Commission.
Contact:
Alta Mesa Resources, Inc.Lance L. Weaver(281)
943-5597lweaver@altamesa.netSOURCE: Alta Mesa Resources, Inc.