RSP PERMIAN, INC. (NYSE:RSPP) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

Purchase Agreement

On December12, 2016, RSP Permian, Inc. (the Company) entered into
a Purchase Agreement (the Purchase Agreement) by and among the
Company, the subsidiary guarantors named therein (the Guarantors)
and Barclays Capital Inc. and RBC Capital Markets, LLC, as
representatives of the several initial purchasers (the Initial
Purchasers), to which the Company agreed to issue and sell to the
Initial Purchasers $450.0 million aggregate principal amount of
the Companys 5.25% senior unsecured notes due 2025 (the Notes).
The Notes will be sold at par and will result in net proceeds to
the Company of approximately $443.9 million.

The Notes will be issued and sold to the Initial Purchasers to an
exemption from the registration requirements of the Securities
Act of 1933, as amended (the Securities Act), to Section4(a)(2)
thereunder. The Initial Purchasers intend to resell the Notes
(i)inside the United States to qualified institutional buyers, as
defined in Rule 144A under the Securities Act (Rule 144A) in
private sales exempt from registration under the Securities Act
in accordance with Rule 144A, and (ii)to other eligible
purchasers to offers and sales that occur outside the United
States within the meaning of Regulation S under the Securities
Act (Regulation S) in accordance with Regulation S. The Notes
have not been registered under the Securities Act or applicable
state securities laws and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements of the Securities Act and
applicable state laws.

The Purchase Agreement contains customary representations and
warranties of the parties and indemnification and contribution
provisions under which the Company and the Guarantors, on the one
hand, and the Initial Purchasers, on the other, have agreed to
indemnify each other against certain liabilities, including
liabilities under the Securities Act.

Relationships

The Initial Purchasers and certain of their 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, an affiliate of U.S. Bancorp Investments, Inc., one
of the Initial Purchasers, will serve as trustee under the
indenture governing the Notes.

A copy of the Purchase Agreement is filed as Exhibit 10.1 to this
Form 8-K and is incorporated herein by reference. The description
of the Purchase Agreement in this report is a summary and is
qualified in its entirety by the terms of the Purchase Agreement.

The information included in Item1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item2.03 of this
Current Report on Form 8-K.

On December12, 2016, the Company issued a press release
announcing the pricing of its private placement of the Notes. The
Company is filing a copy of the press release as Exhibit 99.1
hereto, which is incorporated by reference into this Item8.01.

The press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state in which the offer, solicitation or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such state.

(d) Exhibits.

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 -0.08 at 43.38 with 1,440,655 shares trading hands.