RSP PERMIAN, INC. (NYSE:RSPP) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
On May18, 2017, RSP Permian, Inc., a Delaware corporation (the
Company), and certain stockholders of the Company (the Selling
Stockholders) entered into an Underwriting Agreement (the
Underwriting Agreement) with Merrill Lynch, Pierce, Fenner Smith
Incorporated (the Underwriter) relating to the offer and sale
(the Offering) of 15,000,000 shares of the Companys common stock,
par value $0.01 per share (the Common Stock) by the Selling
Stockholders at a price to the Underwriter of $38.78 per share,
to be resold by the Underwriter to the public at variable prices.
to the Underwriting Agreement, the Selling Stockholders have
granted the Underwriter a 30-day option to purchase up
to an additional 2,250,000 shares of the Common Stock, which
option was exercised in full by the Underwriter on May 23,
2017.
The Underwriting
Agreement contains customary representations and warranties,
agreements and obligations, closing conditions and termination
provisions. The Company and the Selling Stockholders have agreed
to indemnify the Underwriter against certain liabilities,
including liabilities under the Securities Act of 1933, as
amended, and to contribute to payments the Underwriter may be
required to make in the event of any such liabilities.
The Offering is
expected to close on May24, 2017, subject to customary closing
conditions. The Company will not receive any of the proceeds from
the Offering.
As more fully
described under the caption Underwriting in the prospectus
supplement, dated May18, 2017, filed with the Securities and
Exchange Commission on May22, 2017 (the Prospectus Supplement),
the Underwriter and certain of its affiliates have, from time to
time, performed, and may in the future perform, various
commercial and investment banking and financial advisory services
for the Company and its affiliates, for which they received or
may in the future receive customary fees and expenses. In
particular, among other relationships, Bank of America, N.A., an
affiliate of the Underwriter, is a lender under the Companys
credit facility. Bank of America, N.A. also acts as a swing line
lender and letter of credit issuer in that facility.
As more fully
described under the captions Prospectus Supplement SummaryRecent
Developments and Selling Stockholders in the Prospectus
Supplement, the Selling Stockholders and the Company are parties
to certain membership interest purchase and sale agreements, and
the transactions contemplated by those agreements were
consummated on November28, 2016 and March1, 2017, respectively,
to which the Company acquired 50% of the outstanding membership
interests of Silver Hill Energy Partners, LLC and Silver Hill EP
II, LLC (collectively, the Acquisitions). In connection with the
Acquisitions, the Company granted registration rights to the
shares received by the Selling Stockholders as part of the
consideration. The shares sold by the Selling Stockholders in the
Offering were among the shares received by the Selling
Stockholders in the Acquisitions. Immediately following the
Offering, the Selling Stockholders will own an aggregate of
approximately 6.7% of the Companys outstanding common
stock.
The foregoing
description of the Offering and the Underwriting Agreement is
qualified in its entirety by reference to the full text of the
Underwriting Agreement, which is attached as Exhibit 1.1 to this
Current Report on Form 8-K and incorporated in this Item 1.01 by
reference.
A legal opinion
related to the shares sold to the Offering is filed herewith as
Exhibit 5.1.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit No. |
Description |
|
| 1.1 |
Underwriting Agreement, dated as of May18, 2017, by and among RSP Permian, Inc., the Selling Stockholders named therein and Merrill Lynch, Pierce, Fenner Smith Incorporated. |
|
| 5.1 | Opinion of Vinson Elkins L.L.P. | |
| 23.1 |
Consent of Vinson Elkins L.L.P. (contained in Exhibit 5.1 hereto). |
2
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 -0.33 at 39.23 with 2,565,839 shares trading hands.