RSPP Rsp Permian, Inc. (delisted)

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): April 10, 2015

RSP PERMIAN, INC.

(Exact name of registrant as specified in its charter)

3141 Hood Street, Suite 500
Dallas, Texas 75219

(Address of Principal Executive Offices)

(Zip Code)

(214) 252-2700

(Registrant’s 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 8.01                                           Other Events.

As previously reported, RSP Permian, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company (the “Selling Stockholders”) entered into an Underwriting Agreement (the “Underwriting Agreement”), dated March 17, 2015, with Barclays Capital Inc. (the “Underwriter”) relating to the offer and sale of 5,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), by the Company and 4,000,000 shares of Common Stock by the Selling Stockholders at a price to the public of $25.80 per share ($25.65 per share net of underwriting discounts and commissions).  Pursuant to the Underwriting Agreement, the Company and the Selling Stockholders granted the Underwriter a 30-day option to purchase up to an additional 750,000 shares (the “Company Option Shares”) and 600,000 shares (the “Selling Stockholder Shares” and, together with the Company Option Shares, the “Option Shares”) of Common Stock, respectively.

On April 7, 2015, the Underwriter exercised its option to purchase all of the Option Shares, and the sale of the Option Shares is expected to close on or about April 10, 2015, subject to customary closing conditions. The total net proceeds to the Company from this offering, after deducting the underwriting discount and commission and estimated offering expenses payable by the Company, will be approximately $146.8 million, including approximately $19.2 million from the sale of the Company Option Shares.  The Company will not receive any of the proceeds from the sale of the Selling Stockholder Option Shares.

A legal opinion related to the Option Shares sold pursuant to the Offering is filed herewith as Exhibit 5.1.

Item 9.01                                 Financial Statements and Exhibits.

(d)   Exhibits.

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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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EXHIBIT INDEX

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Exhibit 5.1

April 10, 2015

RSP Permian, Inc.

3141 Hood Street, Suite 500

Dallas, Texas 75219

Ladies and Gentlemen:

We have acted as counsel for RSP Permian, Inc., a Delaware corporation (the “Company”), with respect to certain legal matters in connection with the sale of an additional 750,000 shares (the “Primary Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), by the Company and 600,000 shares of Common Stock (the “Resale Shares” and, together with the Primary Shares, the “Shares”) by certain of the Company’s stockholders (the “Selling Stockholders”) pursuant to an option granted to Barclays Capital Inc. (the “Underwriter”) to purchase additional shares under the Underwriting Agreement, dated March 17, 2015 (the “Underwriting Agreement”), by and among the Company, the Selling Stockholders and the Underwriter.

The Shares have been offered for sale pursuant to a prospectus supplement, dated March 17, 2015 (the “Prospectus Supplement”), and filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) on March 19, 2015, to the prospectus (as amended and supplemented by the Prospectus Supplement, the “Prospectus”) that constitutes a part of the Company’s Registration Statement on Form S-3 (Registration No. 333-202823), filed with the Commission on March 17, 2015 (the “Registration Statement”), which Registration Statement became effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act of 1933 (the “Securities Act”).

In rendering the opinions set forth below, we have reviewed and relied upon (i) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, (ii) the Registration Statement and the Prospectus, (iii) resolutions of the Company’s board of directors and the pricing committee thereof relating to the Registration Statement and the transactions contemplated by the Underwriting Agreement, (iv) the Underwriting Agreement, and (v) such other certificates, statutes and other instruments and documents as we considered necessary or appropriate for the purpose of rendering the opinions set forth below. In addition, we have reviewed such questions of law as we considered necessary or appropriate. As to matters of fact relevant to the opinions expressed below, and as to factual matters arising in connection with our review of corporate documents, records and other documents and writings, we have relied upon certificates and other communications of corporate officers of the Company, without further investigation as to the facts set forth therein.

For purposes of rendering the opinions set forth below, we have assumed that (i) all information contained in all documents we reviewed is true, correct and complete, (ii) all signatures on all documents we reviewed are genuine, (iii) all documents submitted to us as originals are true and complete, (iv) all documents submitted to us as copies are true and complete copies of the originals thereof, (v) all persons executing and delivering the documents

we examined were competent to execute and deliver such documents, (vi) all Shares will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Prospectus and the Registration Statement, and (vii) the Underwriting Agreement has been duly authorized and validly executed and delivered by the Underwriter.

Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth herein, we are of the opinion that (1) the Primary Shares have been duly authorized and, when issued and paid for by the Underwriter as contemplated by the Underwriting Agreement, will be validly issued, fully paid and non-assessable, and (2) the Resale Shares have been duly authorized and are validly issued, fully paid and non-assessable.

Our opinions herein are limited in all respects to the General Corporation Law of the State of Delaware, which includes those statutory provisions as well as all applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such laws, and the federal laws of the United States of America, and we do not express any opinion as to the applicability of, or the effect thereon, of the laws of any other jurisdiction. We express no opinion as to any matter other than as set forth herein, and no opinion may be inferred or implied herefrom.  Our opinion is given as of the date hereof, and we undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein.

We hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the Current Report on Form 8-K of the Company dated on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement and to the reference to our name under the caption “Legal Matters” in the Prospectus Supplement and the Prospectus. By giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission issued thereunder.

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