Centennial Resource Development,Inc. (NASDAQ:SRAQU) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On December2, 2016, Centennial Resource Development,Inc.
(Centennial) entered into subscription agreements (the Investor
Subscription Agreements) with certain investors to which the
investors named therein (collectively, the Investors) have agreed
to purchase, in the aggregate, 33,012,380 shares of Centennials
ClassA common stock, par value $0.0001 per share (the ClassA
Shares), at a purchase price of $14.54 per share, for an
aggregate amount of approximately $480 million.
The closing under the Investor Subscription Agreements will occur
substantially concurrently with the closing of Centennials
pending acquisition of the leasehold interests and related
upstream assets of Silverback Exploration, LLC and Silverback
Operating, LLC (the Acquisition), and is conditioned thereon. The
closing under the Investor Subscription Agreements is also
conditioned on receipt by Centennial of proceeds from financings
on terms satisfactory to Centennial that, together with the
proceeds from the sale of the ClassA Shares to the Investors
named therein, will be sufficient for Centennial to pay the
purchase price for the Acquisition, as well as other customary
closing conditions.
The Investor Subscription Agreements contain customary
representations, warranties, covenants and agreements by
Centennial and the Investors. Centennial has also agreed to
register the ClassA Shares within the time frame specified in the
Investor Subscription Agreements. The Investors have also agreed
not to transfer their ClassA Shares until the business day
following the record date to be established in connection with a
Centennial shareholder meeting to be held to approve a proposal
to permit the conversion of the previously announced issuance of
convertible preferred shares to an affiliate of Riverstone
Holdings LLC (Riverstone) at the time of the Acquisition.
Centennial has notified the Investors that, to the rulesand
interpretive materials of The Nasdaq Capital Market, the ClassA
Shares will not be entitled to vote to approve the proposal at
the meeting.
The Investor Subscription Agreements will be terminated, and be
of no further force and effect, upon the earlier to occur of
(i)the termination of the purchase agreement relating to the
Acquisition in accordance with its terms, (ii)the consummation of
the Acquisition to the terms of the purchase agreement without
the assignment to Centennial to the terms of the previously
announced agreement to assign, (iii)the mutual written agreement
of the parties, (iv)if any of the conditions to the closing are
not satisfied on or prior to the closing date and (v)January31,
2017, if the Closing has not occurred by such date (subject to
extension to February15, 2017, upon notice).
The ClassA Shares to be issued to the Investor Subscription
Agreements have not been registered under the Securities Act of
1933, as amended (the Securities Act), and will be issued in
reliance upon the exemption provided in Section4(a)(2)of the
Securities Act and/or Regulation D promulgated thereunder. The
closing under the Investor Subscription Agreement is expected to
occur on or before December30, 2016. Centennial will pay a fee of
2% of the gross proceeds of the sale of the ClassA Shares to the
placement agents for Centennial, in the aggregate, and a fee of
2% of the gross proceeds to an affiliate of Riverstone.
The foregoing summary of the Investor Subscription Agreements
does not purport to be complete and is qualified in its entirety
by reference to the form of Investor Subscription Agreement, a
copy of which is filed as Exhibit10.1 hereto and incorporated by
reference herein.
Item 3.02 Unregistered Sales of Equity
Securities
The disclosure set forth above in Item 1.01 of this Current
Report on Form8-K is incorporated by reference herein.
Item 8.01 Other Events.
On December5, 2016, Centennial issued a press release, a copy of
which is attached as Exhibit99.1 to this Current Report on
Form8-K, announcing that it has entered into the Investor
Subscription Agreements. Centennial expects to use a portion of
the net proceeds from the offering, together with the proceeds
from its previously
announced agreement to issue and sell to Riverstone common and
preferred shares, to fully fund the Acquisition, and the
remainder for general corporate purposes.
Item 9.01Financial Statements and
Exhibits.
(d)Exhibits. The following exhibits are filed with this
Form8-K:
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ExhibitNo. |
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DescriptionofExhibits |
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10.1 |
Formof Investor Subscription Agreement. |
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99.1 |
Press Release dated December5, 2016. |
About Centennial Resource Development, Inc. (NASDAQ:SRAQU)
Centennial Resource Development, Inc., formerly Silver Run Acquisition Corporation, is an emerging growth company. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company focuses on identifying, acquiring and building a company in the energy industry. The Company has not generated any revenue. The Company’s subsidiaries include Centennial Resource Production, LLC, Centennial Resource Management, LLC, Atlantic Exploration, LLC and Centennial Crude Gathering, LLC. Centennial Resource Development, Inc. (NASDAQ:SRAQU) Recent Trading Information
Centennial Resource Development, Inc. (NASDAQ:SRAQU) closed its last trading session up +1.18 at 11.73 with 102,903 shares trading hands.