RSP PERMIAN, INC. (NYSE:RSPP) Files An 8-K Completion of Acquisition or Disposition of Assets

Item2.01

Consummation of SHEP I Transaction

On November28, 2016, RSP Permian, Inc., a Delaware corporation
(the Company), completed the previously announced acquisition of
Silver Hill Energy Partners, LLC, a Delaware limited liability
company (SHEP I), from Silver Hill Energy Partners Holdings, LLC,
a Delaware limited liability company (SHEP I Seller). to the
terms of that certain Membership Interest Purchase and Sale
Agreement, dated as of October 13, 2016 (the SHEP I Purchase
Agreement), by and among the Company, SHEP I Seller, SHEP I and
RSP Permian, L.L.C., a Delaware limited liability company
(Buyer), the Company caused Buyer, its wholly-owned subsidiary,
to acquire the membership interests in SHEP I from SHEP I Seller
for aggregate consideration of approximately $1.2 billion,
consisting of (1) $604 million in cash, net of certain
adjustments, including reductions to reflect the retirement of
debt of SHEP I and (2) the issuance (the SHEP I Issuance),
subject to adjustment, of 14,980,362 shares of the Companys
common stock, par value $0.01 per share (Company Common Stock).
Following the consummation of the transactions contemplated by
the SHEP I Purchase Agreement (collectively, the SHEP I
Transaction), SHEP I became an indirect, wholly owned subsidiary
of the Company.

The material terms of the SHEP I Purchase Agreement were reported
under the heading SHEP Purchase Agreements in Item1.01 of the
Companys Current Report on Form 8-K filed with the Securities and
Exchange Commission (SEC) on October 13, 2016 and are
incorporated herein by reference. The description of the SHEP I
Purchase Agreement is a summary only and is qualified in its
entirety by reference to the SHEP I Purchase Agreement, a copy of
which was filed with the SEC as Exhibit10.1 to the Companys
Current Report on Form 8-K on October 13, 2016 and is
incorporated herein by reference.

In connection with the consummation of the SHEP I Transaction,
the Company entered into a registration rights agreement (the
Registration Rights Agreement) with SHEP I Seller and a
stockholders agreement with Kayne Anderson Capital Advisors, LP
(the Stockholders Agreement), the material terms of each of which
were previously reported under the headings Registration Rights
Agreement and Stockholders Agreement, respectively, in Item1.01
of the Current Report on Form 8-K filed with the SEC on October
13, 2016 and are incorporated herein by reference. The
descriptions of each of the Registration Rights Agreement and the
Stockholders Agreement are summaries only and are qualified in
their entirety by reference to the Registration Rights Agreement
and the Stockholders Agreement, respectively, copies of which
were filed with the SEC as Exhibits 4.2 and 4.1, respectively, to
the Companys Current Report on Form 8-K on October 13, 2016 and
are incorporated herein by reference.

The information set forth under Item 2.01 regarding the SHEP I
Issuance is incorporated by reference into this Item 3.02. The
SHEP I Issuance did not involve a public offering and was exempt
from the registration requirements of the Securities Act of 1933,
as amended (the Securities Act) to Section 4(2) of the Securities
Act.

The information set forth under Item 2.01 regarding the
Registration Rights Agreement and the Stockholders Agreement is
incorporated by reference into this Item 3.03.

On November 28, 2016, the Company issued a news release
announcing the consummation of the SHEP I Transaction. A copy of
the news release is attached hereto as Exhibit 99.1.

The SHEP II Transaction

As previously announced, simultaneous with the Companys entry
into the SHEP I Purchase Agreement, the Company also entered into
that certain Membership Interest Purchase and Sale Agreement,
dated as of October 13, 2016 (the SHEP II Purchase Agreement), by
and among the Company, Silver Hill Energy Partners II, LLC, a
Delaware limited liability company (SHEP II Seller), Silver Hill
EP II, LLC, a Delaware limited liability company (SHEP II) and
Buyer. to the terms of the SHEP II Purchase Agreement, the
Company will convene a special meeting of the Company
stockholders at which the Company stockholders will be asked to
vote to approve the issuance of Company Common Stock to SHEP II
Seller as partial consideration for the acquisition of SHEP II
(such approval, the Company Stockholder Approval). The
transactions contemplated by the SHEP II Purchase Agreement
(collectively, the SHEP II Transaction, and together with the
SHEP I Transaction, the SHEP Transactions) are expected to close
in the first quarter of 2017.

The material terms of the SHEP II Purchase Agreement were
reported under the heading SHEP Purchase Agreements in Item1.01
of the Companys Current Report on Form 8-K filed with the SEC on
October 13, 2016 and are incorporated herein by reference. The
description of the SHEP II Purchase Agreement is a summary only
and is qualified in its entirety by reference to the SHEP II
Purchase Agreement, a copy of which was filed with the SEC as
Exhibit 10.2 to the Companys Current Report on Form 8-K on
October 13, 2016 and is incorporated herein by reference.

Additional Information about the SHEP II
Transaction

This communication does not constitute an offer to buy or sell or
the solicitation of an offer to buy or sell any securities or a
solicitation of any vote or approval.

In connection with the SHEP II Transaction, the Company intends
to file with the SEC a preliminary proxy statement. The Company
also plans to file other relevant documents with the SEC
regarding the SHEP II Transaction. Any definitive proxy statement
for the Company (if and when available) will be mailed to Company
stockholders.

INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ
THE PROXY STATEMENT(S) AND OTHER DOCUMENTS THAT MAY BE FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE SHEP II TRANSACTION.

Investors and security holders will be able to obtain free copies
of these documents (if and when available) and other documents
containing important information about the Company, once such
documents are filed with the SEC, through the website maintained
by the SEC at http://www.sec.gov. Copies of the documents filed
with the SEC by the Company will be available free of charge on
the Companys internet website at http://www.rsppermian.com or by
contacting the Companys Investor Relations Department by email at
[email protected] or by phone at 214-252-2790.

Participants in the Solicitation

The Company and certain of its directors and executive officers
may be deemed to be participants in the solicitation of proxies
in respect of the SHEP II Transaction. Information about the
directors and executive officers of the Company is set forth in
the Companys proxy statement for its 2016 annual meeting of
stockholders, which was filed with the SEC on April29, 2016. This
document can be obtained free of charge from the sources
indicated above.

Other information regarding the participants in the proxy
solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained
in the proxy statement and other relevant materials to be filed
with the SEC when such materials become available. Investors
should read the proxy statement carefully when it becomes
available before making any voting or investment decisions. You
may obtain free copies of these documents from the Company using
the sources indicated above.

Cautionary Statement Regarding Forward-Looking
Information

Certain statements in this Current Report on Form 8-K, including,
without limitation, statements containing the words believe,
expect, anticipate, plan, intend, foresee, will, may, should,
would, could or other similar expressions, and statements
regarding the Companys business strategy and plans, constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of
1934, as amended. These forward-looking statements are based on
the Companys current expectations and beliefs concerning future
developments and their potential effect on the Company. While
management believes that these forward-looking statements are
reasonable as and when made, there can be no assurance that
future developments affecting the Company will be those that
management anticipates. The Companys forward-looking statements
involve significant risks and uncertainties (some of which are
beyond the Companys control) and assumptions that could cause
actual results to differ materially from the Companys historical
experience and present expectations or projections. Important
known factors that could cause actual results to differ
materially from those in the forward-looking statements include,
but are not limited to, failure to obtain the Company Stockholder
Approval; the timing to consummate the SHEP II Transaction;
satisfaction of the conditions to closing of the SHEP II
Transaction or that the closing of the SHEP II Transaction
otherwise does not occur; the diversion of management time on
transaction-related issues; the ultimate timing, outcome and
results of integrating SHEP I and SHEP II into the Company; the
effects of the SHEP Transactions, including the Companys future
financial condition, results of operations, strategy and plans;
potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the SHEP
Transactions; expected synergies and other benefits from the SHEP
Transactions and the ability of the Company to realize such
synergies and other benefits; the volatility of commodity prices,
product supply and demand, competition, access to and cost of
capital, uncertainties about estimates of reserves and resource
potential and the ability to add proved reserves in the future,
the assumptions underlying production forecasts, the quality of
technical data, environmental and weather risks, including the
possible impacts of climate change, the ability to obtain
environmental and other permits and the timing thereof,
government regulation or action, the costs and results of
drilling and operations, the availability of equipment, services,
resources and personnel required to complete the Companys
operating activities, access to and availability of
transportation, processing and refining facilities, the financial
strength of counterparties to the Companys credit facility and
derivative contracts and the purchasers of the Companys
production and service providers to the Company, and acts of war
or terrorism. For additional information regarding known material
factors that could cause the Companys actual results to differ
from the Companys projected results, please see PartI, Item 1A.
Risk Factors in the Companys Annual Report on Form10-K for the
year ended December31, 2015 and our subsequent Quarterly Reports
on Form 10-Q.

Readers are cautioned not to place undue reliance on
forward-looking statements, which speak only as of the date
hereof. The Company undertakes no obligation to publicly update
or revise any forward-looking statements after the date they are
made, whether as a result of new information, future events or
otherwise.

(d) Exhibits.

About RSP PERMIAN, INC. (NYSE:RSPP)

RSP Permian, Inc. is an independent oil and natural gas company focused on the acquisition, exploration, development and production of unconventional oil and associated liquids-rich natural gas reserves in the Permian Basin of West Texas. The Company operates through the oil and natural gas exploration and production industry in the United States segment. The Company’s properties are located on contiguous acreage blocks in the Midland Basin, a sub-basin of the Permian Basin, primarily in the adjacent counties of Midland, Martin, Andrews, Dawson, Ector and Glasscock. The Company has drilled Lower Spraberry horizontal well and a Middle Spraberry horizontal well in the Permian Basin. In addition, it has also drilled a Wolfcamp B horizontal well in the North Midland Basin. The Company’s estimated proved oil and natural gas reserves are approximately 159.2 million barrels of oil equivalent (MMBoe). Of the Company’s reserves, approximately 41% were classified as Proved developed producing.

RSP PERMIAN, INC. (NYSE:RSPP) Recent Trading Information

RSP PERMIAN, INC. (NYSE:RSPP) closed its last trading session down -2.25 at 39.78 with 563,041 shares trading hands.