Silver Run Acquisition Corp. has completed its acquisition of an 89% controlling interest in Centennial Resource Production LLC (CRP), an independent oil and natural gas company with properties located in the core of the Southern Delaware Basin, from funds controlled by, and affiliates of, NGP Energy Capital Management LLC. The transaction was approved by the boards of directors of both companies and was approved at a special meeting of Silver Run's stockholders on October 7, 2016. In connection with the transaction, Silver Run has been renamed Centennial Resource Development Inc., and its common stock and warrants will be traded on NASDAQ under the symbols "CDEV" and "CDEVW", respectively, beginning on October 12, 2016.
The size of the company's board of directors has been increased from four members to eight members, and consists of Mark G. Papa, Maire A. Baldwin, Karl Bandtel, Pierre F. Lapeyre Jr., David M. Leuschen, Jeffrey H. Tepper, Robert M. Tichio and Tony R. Weber.
In connection with the closing of the transaction, Riverstone and certain Riverstone controlled investment funds purchased approximately $810 million of Silver Run Class A Common Stock at $10.00 per share, including $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 purchased an aggregate of $200 million of Silver Run Class A Common Stock at $10.00 per share. The proceeds of both stock sales were used to fund a portion of the cash consideration for the transaction. Following the closing, Riverstone and its affiliates are the single largest stockholder of Silver Run, with an approximate 51% ownership interest. NGP has retained an 11% interest in CRP, and has appointed Tony R. Weber as a director on Silver Run's board of directors.
At the closing, CRP also entered into an amendment to its credit agreement to, among other things (i) permit the transaction, (ii) reflect the repayment in full of all term loans thereunder, (iii) increase the borrowing base from $140,000,000 to $200,000,000, (iv) increase the interest rate to LIBOR plus 2.25% - 3.25%, and (v) require CRP to have sufficient liquidity and satisfy a maximum leverage ratio in order to make dividends. As of October 11, 2016, CRP has no outstanding debt and approximately $100 million of cash on hand.
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 LLC 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 CRP in connection with the transaction; Credit Suisse Securities (USA) LLC and Barclays Capital Inc. acted as capital markets advisors to CRP; and Vinson & Elkins LLP acted as legal advisor to CRP.