Silver Run Acquisition Corp. to acquire controlling stake in Centennial Resource Production

Silver Run Acquisition Corp. (NASDAQ: SRAQ, SRAQU, SRAQW) has agreed to acquire a controlling interest in Centennial Resource Production LLC, an independent oil and natural gas company located in the Southern Delaware Basin. The deal is subject to certain conditions, including approval of the Silver Run stockholders.

On July 6, 2016, an affiliate of Riverstone Holdings LLC entered into a definitive agreement to purchase an approximate 89% interest in Centennial from funds controlled by, and affiliates of, NGP Energy Capital Management LLC. In accordance with the definitive agreement, Riverstone has agreed to assign, and Silver Run has agreed to assume, its right to purchase the interest in Centennial to Silver Run and will participate in the transaction as an equity holder directly in Silver Run.

In connection with the assignment of Riverstone's rights under the definitive agreement and the acquisition of the Centennial interest by Silver Run, Riverstone and certain Riverstone controlled investment funds will purchase an estimated $810 million of Silver Run Class A Common Stock at $10.00 per share, including up to $175 million from Riverstone Energy Limited. In addition, certain funds managed by Capital World Investors and certain funds managed by Fidelity Management and Research Company will purchase $200 million of Silver Run Class A Common Stock at $10.00 per share. The proceeds of both stock sales will be used to fund a portion of the cash consideration required to effect the Centennial acquisition. Following the closing of the Centennial acquisition and related transactions, Riverstone and such affiliates will be the single largest stockholder of Silver Run, with an approximate 51% ownership interest. NGP is expected to retain a significant equity stake in Centennial, approximating 11% of the outstanding interests, and will have a representative on the Silver Run Board of Directors.

Mark Papa, chairman and CEO of Silver Run, will lead Centennial following the consummation of the transaction. Centennial's existing senior management team led by CEO Ward Polzin, will provide transition services for a period of time as Papa looks to permanently fill key management positions. Papa commented, "Since our IPO, we have been searching to acquire a meaningful position in one of North America's premier oil shale basins. There has been a lot of recent excitement about the Delaware Basin, but we believe its potential is still significantly underappreciated. Centennial has an enviable position in the Delaware's southern oil-rich core. I want to commend Ward and his team for assembling such a top-notch set of assets and organization. I look forward to replicating the culture and philosophy that made EOG Resources such a success during my time there and using the Centennial assets as a platform to build something truly special."

The anticipated initial enterprise value of the combined company is approximately $1,735 million, implying a multiple of 12.6x and 6.6x projected calendar 2017 and 2018 adjusted EBITDA, respectively, and post-closing equity value of $1,835 million at $10.00 per share. Silver Run expects to be debt-free at the closing of the transaction and have $100 million of cash-on-hand and an undrawn revolving credit facility to fund future drilling and acquisitions. At consummation of the transaction, Silver Run is expected to be renamed Centennial Resource Development Corp. and trade on the NASDAQ stock exchange under the ticker symbol "CDEV".

Centennial highlights

  •     Pure-play core Delaware Basin company
  •     ­42,500 net acres primarily in Reeves and Ward counties
  •     ­Approximately 7,200 boe/d of net production
  •     ­48.6 MMboe of net proved reserves as of June 2016 based on internal estimates
  •     ­Stacked pay consisting of 5 currently producing shale zones with upside for 7 more
  •     ­1,357 gross identified potential horizontal drilling locations
  •     ­Among the best performers in the Southern Delaware Basin based on production per lateral foot

In connection with the transaction, Silver Run intends to obtain equity financing through the private placement of 81 million newly issued shares of Class A Common Stock to Riverstone and its affiliates and 20 million newly issued shares of Class A Common Stock to certain funds managed by Capital World Investors and certain funds managed by Fidelity Management and Research Company. Silver Run expects to receive approximately $1 billion in net proceeds from these sales. NGP is expected to retain an approximate 11% interest in Centennial, which interest may be exchanged for 20 million shares of Silver Run Class A Common Stock. Silver Run will not use debt financing to fund any portion of the cash consideration for the transaction.  In connection with the transaction, Silver Run and Centennial expect to repay all existing outstanding indebtedness and either replace or amend Centennial's revolving credit facility to permit the transaction. As of March 31, 2016, a maximum of $140 million was available for borrowing under Centennial's revolving credit facility.

Prior to closing the transaction, Silver Run's existing Class A stockholders will have the opportunity to vote on the transaction, and to redeem their shares of Class A common stock, if the transaction is approved and consummated. In the event any stockholders choose to have their shares redeemed, Riverstone and its affiliates expect to purchase an equivalent number of additional shares of Silver Run Class A Common Stock at $10.00 per share to fund such redemptions.

The transaction is subject to approval of Silver Run stockholders and the satisfaction or waiver of other customary conditions. The transaction is expected to close in September 2016.

Citigroup Global Markets Inc. acted as capital markets advisor and sole private placement agent to Silver Run, and financial advisor to Riverstone. Deutsche Bank Securities Inc. and Goldman, Sachs & Co. acted as capital markets advisors to Silver Run; and Weil, Gotshal & Manges LLP acted as legal counsel to Silver Run. Evercore Group L.L.C. acted as financial advisor to Silver Run's Board of Directors. Latham & Watkins LLP acted as legal counsel to Riverstone. Tudor, Pickering, Holt & Co. acted as financial advisor to Centennial in connection with the transaction; Credit Suisse Securities (USA) LLC and Barclays Capital Inc. acted as capital markets advisors to Centennial; and Vinson & Elkins LLP acted as legal advisor to Centennial.

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