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EX-99.1 - EX-99.1 - RSP Permian, Inc.a14-18511_1ex99d1.htm

 

 

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): August 6, 2014

 


 

RSP PERMIAN, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

001-36264

 

90-1022997

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

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 7.01 Regulation FD Disclosure.

 

On August 6, 2014, the Company issued a news release announcing the commencement of an underwritten public offering of of 5,000,000 shares of its common stock by the Company and 7,000,000 shares of its common stock by the selling stockholders named in the registration statement on Form S-1 filed previously with the Securities and Exchange Commission (the “SEC”).  The Company and certain of the selling stockholders will also grant the underwriters a 30-day option to purchase up to an additional 1,800,000 shares of the Company’s common stock from the Company and such selling stockholders, pro rata, if the underwriters sell more than 12,000,000 shares of the Company’s common stock to cover overallotments.  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.

 

Description

 

 

 

99.1

 

News Release, dated August 6, 2014, 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.

 

 

 

RSP PERMIAN, INC.

 

 

 

 

 

By:

/s/ James E. Mutrie

 

 

James E. Mutrie

 

 

General Counsel and Vice President

 

Dated:  August 6, 2014

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

News Release, dated August 6, 2014, titled “RSP Permian, Inc. Announces Public Offering of Common Stock”

 

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