SILVER RUN ACQUISITION CORPORATION II (NASDAQ:SRUNU) Files An 8-K Other Events
Item 8.01 Other Events.
On March29, 2017, Silver Run Acquisition Corporation II (the
Company) consummated its initial public offering
(IPO) of 103,500,000 units (the Units), including
the issuance of 13,500,000 Units as a result of the underwriters
full exercise of their over-allotment option. Each Unit consists
of one share of ClassA common stock of the Company, par value
$0.0001 per share (the ClassA Common Stock), and one-third
of one warrant of the Company (Warrant), each whole
Warrant entitling the holder thereof to purchase one whole share
of ClassA Common Stock for $11.50 per share. The Units were sold
at a price of $10.00 per unit, generating gross proceeds to the
Company of $1,035,000,000.
Simultaneously with the closing of the IPO, the Company completed
the private sale of 15,133,333 warrants (the Private Placement
Warrants) at a purchase price of $1.50 per Private Placement
Warrant, to the Companys sponsor, Silver Run Sponsor II, LLC (the
Sponsor), generating gross proceeds to the Company of
$22,700,000. The Private Placement Warrants are identical to the
warrants sold as part of the Units in the IPO, except that the
Sponsor has agreed not to transfer, assign or sell any of the
Private Placement Warrants (except to certain permitted
transferees) until 30 days after the completion of the Companys
initial business combination. The Private Placement Warrants are
also not redeemable by the Company so long as they are held by
the Sponsor or its permitted transferees.
A total of $1,035,000,000, comprised of $1,014,300,000 of the
proceeds from the IPO, including $36,225,000 of the underwriters
deferred discount, and $20,700,000 of the proceeds of the sale of
the Private Placement Warrants, were placed in a U.S.-based trust
account at J.P. Morgan Chase Bank, N.A., maintained by
Continental Stock Transfer Trust Company, acting as trustee.
Except with respect to interest earned on the funds in the trust
account that may be released to the Company to pay its taxes, the
proceeds from the IPO will not be released from the trust account
until the earliest of (i)the completion of the Companys initial
business combination, (ii)the redemption of any public shares
properly tendered in connection with a shareholder vote to amend
the Companys amended and restated certificate of incorporation to
modify the substance or timing of its obligation to redeem 50% of
its public shares if the Company does not complete its initial
business combination within 24 months from the closing of the IPO
and (iii)the redemption of all of the Companys public shares if
it is unable to complete its business combination within 24
months from the closing of the IPO, subject to applicable law.
In connection with the IPO, the Company entered into the
following agreements previously filed as exhibits to the Company
registration statement (File No.333-216409):
A Warrant Agreement, dated March23, 2017, between the Company and
Continental Stock Transfer Trust Company, as warrant agent.
A Letter Agreement, dated March23, 2017, among the Company, its
officers and directors and the Sponsor.
An Investment Management Trust Agreement, dated March23, 2017,
between the Company and Continental Stock Transfer Trust Company,
as trustee.
A Registration Rights Agreement, dated March23, 2017, among the
Company, the Sponsor and certain other security holders named
therein.
An Administrative Support Agreement, dated March23, 2017,
between the Company and Riverstone Equity Partners LP.
A Private Placement Warrants Purchase Agreement, dated March23,
2017, between the Company and the Sponsor.
On March23, 2017, the Company issued a press release, a copy of
which is attached as Exhibit99.1 to this Current Report on
Form8-K, announcing the pricing of the IPO. On March29, 2017,
the Company issued a press release, a copy of which is attached
as Exhibit99.2 to this Current Report on Form8-K, announcing
the closing of the IPO and the full exercise of the
underwriters over-allotment option.
Item 9.01 Financial 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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4.4 |
Warrant Agreement, dated March23, 2017, between the |
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10.1 |
Letter Agreement, dated March23, 2017, among the Company, |
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10.2 |
Investment Management Trust Agreement, dated March23, |
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|
10.3 |
Registration Rights Agreement, dated March23, 2017, among |
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|
10.4 |
Administrative Support Agreement, dated March23, 2017, |
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10.5 |
Private Placement Warrants Purchase Agreement, dated |
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99.1 |
Press Release, dated March23, 2017. |
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99.2 |
Press Release, dated March29, 2017. |
About SILVER RUN ACQUISITION CORPORATION II (NASDAQ:SRUNU)
Silver Run Acquisition Corporation II is a blank check company. The Company is 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 intends to focus on its search for a target business in the energy industry. The Company is an acquisition vehicle of Fund VI Holdings, which is an energy-focused private investment fund. As of December 31, 2016, the Company had not commenced any operations and had not generated any revenues. SILVER RUN ACQUISITION CORPORATION II (NASDAQ:SRUNU) Recent Trading Information
SILVER RUN ACQUISITION CORPORATION II (NASDAQ:SRUNU) closed its last trading session at with 569,476 shares trading hands.
