HOUSTON, Jan. 22, 2018 /PRNewswire/ -- Silver
Run Acquisition Corporation II ("Silver Run II") (NASDAQ: SRUN,
SRUNU, SRUNW) today announced that it has set a record date of
January 22, 2018 for and in advance
of its special meeting of stockholders with respect to its proposed
business combination (the "business combination") with Alta Mesa
Holdings, LP ("Alta Mesa") and
Kingfisher Midstream, LLC ("Kingfisher"). The special meeting
of stockholders will be held at 9:00
a.m., New York time, on
February 6, 2018 at the offices of
Latham & Watkins LLP, 885 3rd Avenue, New York, New York 10022. Silver Run II
expects the business combination to close on February 9, 2018, subject to the satisfaction of
customary closing conditions, including the approval of the
business combination by Silver Run II's stockholders at the special
meeting.
At consummation of the transaction, Silver Run II is expected to
be renamed Alta Mesa Resources, Inc. ("Alta Mesa Resources") and
its common stock will trade on the NASDAQ Capital Market stock
exchange under the ticker symbol "AMR."
At $10.00 per share, Alta Mesa
Resources will have an aggregate market capitalization of
approximately $3.8 billion.
Riverstone Holdings LLC ("Riverstone") and Alta Mesa management will collectively own a
significant portion of the combined company, representing
approximately 34% of the pro forma market capitalization. In
addition, the equity holders of Kingfisher will collectively own
approximately 14% of the pro forma market capitalization and will
have the option to increase their ownership, depending on the
amount of cash at closing.
The description of the business combination and related
transactions contained herein is only a summary and is qualified in
its entirety by reference to the related contribution agreements
and other related agreements.
About Silver Run
Silver Run is an energy-focused special purpose acquisition
company formed by an affiliate of Riverstone for the purpose of
entering into a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with
one or more businesses. Silver Run II's strategy is to
identify, acquire and, after its business combination, build a
company in the energy industry that complements the experience of
its management team and can benefit from their operational
experience and expertise.
About Alta Mesa
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.
About Kingfisher
Kingfisher was formed by HPS Investment Partners, LLC ("HPS")
and ARM Energy Holdings, LLC ("ARM") to provide 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.
About ARM
ARM is a private Delaware
limited liability company. ARM is a producer services company
operating in the physical marketing, trading and midstream
sectors. Additionally, ARM provides hedging advisory services
to over 130 upstream companies.
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
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 Bayou City Energy Management LLC
Bayou City Energy Management LLC ("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. The BCE team, combined with the firm's
Advisory Board and strategic relationship with Argus Energy
Managers, provides operators access to expertise, capital, and
trusted partnership.
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 parties'
ability to effect the business combination; the benefits of the
business combination; the future financial performance of Silver
Run II following the business combination; 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 press
release, 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 the parties' views as of any subsequent date, and
Silver Run II, Alta Mesa and
Kingfisher do 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, the actual
results or performance of Silver Run II, Alta Mesa and Kingfisher may be materially
different from those expressed or implied by these forward-looking
statements. Some factors that could cause actual results to differ
include: (i) the occurrence of any event, change or other
circumstances that could delay the business combination or give
rise to the termination of the definitive agreements relating to
the business combination; (ii) the outcome of any legal proceedings
that may be instituted against Silver Run II following announcement
of the business combination; (iii) the inability to complete the
business combination due to the failure to obtain approval of the
stockholders of Silver Run II, or other conditions to closing in
the definitive agreements relating to the business combination;
(iv) the risk that the proposed business combination disrupts
current plans and operations of Silver Run II, Alta Mesa or Kingfisher as a result of the
announcement and consummation of the business combination; (v)
Silver Run II's ability to realize the anticipated benefits of the
business combination, which may be affected by, among other things,
competition and the ability of Silver Run II to grow and manage
growth profitably following the business combination; (vi) costs
related to the business combination; (vii) changes in applicable
laws or regulations; and (viii) the possibility that Silver Run II,
Alta Mesa or Kingfisher may be
adversely affected by other economic, business, and/or competitive
factors.
No Offer or Solicitation
This communication is for informational purposes only and shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities pursuant to the proposed business combination
and other transactions described herein or otherwise, nor shall
there be any sale of securities in any jurisdiction in which the
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Important Information For Investors and Stockholders
In connection with the proposed business combination, Silver Run
II has filed a definitive proxy statement with the Securities and
Exchange Commission (the "SEC") on January
19, 2018, and will mail such definitive proxy statement to
Silver Run II stockholders as of January 22,
2018, the record date for the special meeting. Silver Run II
stockholders and other interested persons are advised to read the
definitive proxy statement in connection with Silver Run II's
solicitation of proxies for the special meeting of stockholders to
be held to approve the proposed business combination because the
definitive proxy statement will contain important information about
the proposed business combination and related matters. Stockholders
will also be able to obtain copies of the definitive proxy
statement, without charge, at the SEC's website at www.sec.gov.
Participants in the Solicitation
Silver Run II and its directors and officers may be deemed
participants in the solicitation of proxies of Silver Run II
stockholders in connection with the proposed business combination.
Silver Run II stockholders and other interested persons may obtain,
without charge, more detailed information regarding the directors
and officers of Silver Run II in its Registration Statement on Form
S-1 initially filed with the SEC on March 2,
2017. Additional information is available in the definitive
proxy statement, which was filed with the SEC on January 19, 2018.
Contact:
Silver Run Acquisition Corporation II
Jeffrey Taufield / Daniel Yunger
Kekst
(212) 521-4800
Alta Mesa Holdings, LP
Lance L. Weaver
(281) 943-5597
lweaver@altamesa.net
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SOURCE Silver Run Acquisition Corporation II; Alta Mesa
Holdings, LP