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EX-99.1 - EX-99.1 - Alta Mesa Resources, Inc. /DEa17-9990_2ex99d1.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): March 29, 2017

 

SILVER RUN ACQUISITION CORPORATION II

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-38040

 

81-4433840

(State or other jurisdiction of

 

(Commission File Number)

 

(I.R.S. Employer Identification No.

incorporation)

 

 

 

 

 

1000 Louisiana Street, Suite 1450
Houston, TX

 

 

 

77002

(Address of principal executive offices)

 

 

 

(Zip Code)

 

(713) 357-1400
(Registrant’s telephone number, including area code)

 

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o        Written communication 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-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 8.01              Other Events.

 

On March 29, 2017, Silver Run Acquisition Corporation II (the “Company”) consummated its initial public offering (the “IPO”) of 103,500,000 units (the “Units”), including the issuance of 13,500,000 Units as a result of the underwriters’ full exercise of their over-allotment option. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one warrant of the Company, each whole warrant entitling the holder thereof to purchase one whole share of Class A Common Stock at an exercise price of $11.50 per share. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $1,035,000,000.

 

On March 29, 2017, simultaneously with the consummation of the IPO, the Company completed the private sale (the “Private Placement”) of 15,133,333 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant, to the Company’s sponsor, Silver Run Sponsor II, LLC, generating gross proceeds to the Company of approximately $22,700,000.

 

A total of $1,035,000,000, comprised of $1,014,300,000 of the proceeds from the IPO, including approximately $36,225,000 of the underwriters’ deferred discount, and $20,700,000 of the proceeds of the sale of the Private Placement Warrants, were placed in a trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. An audited balance sheet as of March 29, 2017 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01              Financial Statements and Exhibits.

 

(d)           Exhibits. The following exhibits are filed with this Form 8-K:

 

Exhibit No.

 

Description of Exhibits

99.1

 

Audited Balance Sheet, as of March 29, 2017.

 

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SIGNATURE

 

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.

 

 

Silver Run Acquisition Corporation II

 

 

 

Date: April 4, 2017

By:

/s/ Thomas J. Walker

 

Name:

Thomas J. Walker

 

Title:

Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description of Exhibits

99.1

 

Audited Balance Sheet, as of March 29, 2017.

 

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