Riverstone-backed Silver Run to buy controlling stake in Centennial Resource

Silver Run Acquisition Corporation agreed to acquire a controlling stake in Centennial Resource Production, LLC, an oil and gas company located in the Southern Delaware Basin. Riverstone Holdings LLC previously agreed to purchase an almost 90% interest in Centennial from NGP Energy Capital Management, L.L.C. Riverstone will now assign its interest to Silver Run and participate in the transaction as an equity holder in that company.

 PRESS RELEASE

HOUSTON, July 22, 2016 /PRNewswire/ — Silver Run Acquisition Corporation (“Silver Run”) (NASDAQ: SRAQ, SRAQU, SRAQW) today announced that, subject to certain conditions, including approval of the Silver Run stockholders, it has agreed to acquire a controlling interest in Centennial Resource Production, LLC (“Centennial”), an independent oil and natural gas company located in the core of the Southern Delaware Basin. On July 6, 2016, an affiliate of Riverstone Holdings LLC (“Riverstone”) entered into a definitive agreement to purchase an approximate 89% interest in Centennial from funds controlled by, and affiliates of, NGP Energy Capital Management, L.L.C. (together, “NGP”). In accordance with the definitive agreement, Riverstone has agreed to assign, and Silver Run has agreed to assume, its right to purchase the interest in Centennial to Silver Run and will participate in the transaction as an equity holder directly in Silver Run.

In connection with the assignment of Riverstone’s rights under the definitive agreement and the acquisition of the Centennial interest by Silver Run, Riverstone and certain Riverstone controlled investment funds will purchase an estimated $810 million of Silver Run Class A Common Stock at $10.00 per share, including up to $175 million from Riverstone Energy Limited. In addition, certain funds managed by Capital World Investors and certain funds managed by Fidelity Management and Research Company will purchase $200 million of Silver Run Class A Common Stock at $10.00 per share. The proceeds of both stock sales will be used to fund a portion of the cash consideration required to effect the Centennial acquisition. Following the closing of the Centennial acquisition and related transactions, Riverstone and such affiliates will be the single largest stockholder of Silver Run, with an approximate 51% ownership interest. NGP is expected to retain a significant equity stake in Centennial, approximating 11% of the outstanding interests, and will have a representative on the Silver Run Board of Directors.

Mark Papa, Chairman and Chief Executive Officer of Silver Run, will lead Centennial following the consummation of the transaction. Centennial’s existing senior management team led by Chief Executive Officer Ward Polzin, will provide transition services for a period of time as Mr. Papa looks to permanently fill key management positions. Mr. Papa commented, “Since our IPO, we have been searching to acquire a meaningful position in one of North America’s premier oil shale basins. There has been a lot of recent excitement about the Delaware Basin, but we believe its potential is still significantly underappreciated. Centennial has an enviable position in the Delaware’s southern oil-rich core. I want to commend Ward and his team for assembling such a top-notch set of assets and organization. I look forward to replicating the culture and philosophy that made EOG Resources such a success during my time there and using the Centennial assets as a platform to build something truly special.”

The anticipated initial enterprise value of the combined company is approximately $1,735 million, implying a multiple of 12.6x and 6.6x projected calendar 2017 and 2018 adjusted EBITDA, respectively, and post-closing equity value of $1,835 million at$10.00 per share. Silver Run expects to be debt-free at the closing of the transaction and have $100 million of cash-on-hand and an undrawn revolving credit facility to fund future drilling and acquisitions. At consummation of the transaction, Silver Run is expected to be renamed Centennial Resource Development Corp. and trade on the NASDAQ stock exchange under the ticker symbol “CDEV”.

Centennial Highlights

  • Pure-play core Delaware Basin company
  • ­42,500 net acres primarily in Reeves and Ward counties
  • ­Approximately 7,200 boe/d of net production
  • ­48.6 MMboe of net proved reserves as of June 2016 based on internal estimates
  • ­Stacked pay consisting of 5 currently producing shale zones with upside for 7 more
  • ­1,357 gross identified potential horizontal drilling locations
  • ­Among the best performers in the Southern Delaware Basin based on production per lateral foot

Transaction Details

On July 6, 2016, Riverstone entered into a definitive agreement to purchase an approximate 89% interest in Centennial. Under the terms of the definitive agreement, Riverstone retained the ability to assign its rights and obligations to purchase the interest in Centennial to Silver Run. On July 22, 2016, Riverstone agreed to assign, and Silver Run agreed to assume, its right to purchase the interest in Centennial, subject to the satisfaction of certain conditions, including the approval of the transaction by Silver Run’s stockholders.

In connection with the transaction, Silver Run intends to obtain equity financing through the private placement of 81 million newly issued shares of Class A Common Stock to Riverstone and its affiliates and 20 million newly issued shares of Class A Common Stock to certain funds managed by Capital World Investors and certain funds managed by Fidelity Management and Research Company. Silver Run expects to receive approximately $1 billion in net proceeds from these sales. NGP is expected to retain an approximate 11% interest in Centennial, which interest may be exchanged for 20 million shares of Silver Run Class A Common Stock. Silver Run will not use debt financing to fund any portion of the cash consideration for the transaction.  In connection with the transaction, Silver Run and Centennial expect to repay all existing outstanding indebtedness and either replace or amend Centennial’s revolving credit facility to permit the transaction. As of March 31, 2016, a maximum of $140 million was available for borrowing under Centennial’s revolving credit facility.

Prior to closing the transaction, Silver Run’s existing Class A stockholders will have the opportunity to vote on the transaction, and to redeem their shares of Class A common stock, if the transaction is approved and consummated. In the event any stockholders choose to have their shares redeemed, Riverstone and its affiliates expect to purchase an equivalent number of additional shares of Silver Run Class A Common Stock at $10.00 per share to fund such redemptions.

The transaction is subject to approval of Silver Run stockholders and the satisfaction or waiver of other customary conditions. The transaction is expected to close in September 2016.

The description of the transaction contained herein is only a summary and is qualified in its entirety by reference to the contribution and subscription agreements relating to the transaction.

Advisors

Citigroup Global Markets Inc. acted as capital markets advisor and sole private placement agent to Silver Run, and financial advisor to Riverstone. Deutsche Bank Securities Inc. and Goldman, Sachs & Co. acted as capital markets advisors to Silver Run; and Weil, Gotshal & Manges LLP acted as legal counsel to Silver Run. Evercore Group L.L.C. acted as financial advisor to Silver Run’s Board of Directors. Latham & Watkins LLP acted as legal counsel to Riverstone. Tudor, Pickering, Holt & Co. acted as financial advisor to Centennial in connection with the transaction; Credit Suisse Securities (USA) LLC and Barclays Capital Inc. acted as capital markets advisors to Centennial; and Vinson & Elkins LLP acted as legal advisor to Centennial.

Investor Webcast and Presentation Information

A webcast discussing the transaction can be accessed at http://edge.media-server.com/m/p/kahmk8bg. Interested investors and other parties may also view the accompanying investor presentation filed today with the Securities and Exchange Commission (the “SEC”), which can be viewed on the SEC website at www.sec.gov.

About Silver Run Acquisition Corporation

Silver Run Acquisition Corporation is an energy-focused special purpose entity formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The company’s strategy is to identify, acquire and, after its initial business combination, build a company in the energy industry that complements the experience of its management team and can benefit from their operational experience.

About Centennial Resource Production, LLC

Centennial is an independent oil and natural gas company focused on the development and acquisition of unconventional oil and associated liquids-rich natural gas reserves in the Permian Basin. Centennial’s assets are concentrated in the Delaware Basin, a sub-basin of the Permian Basin. Centennial’s properties consist of large, contiguous acreage blocks in Reeves, Ward and Pecoscounties in West Texas. Centennial was formed in 2013 by an affiliate of NGP and its management team.

About Riverstone Holdings LLC

Riverstone Holdings LLC is an energy and power-focused private investment firm founded in 2000 by David M. Leuschen andPierre F. Lapeyre, Jr. with over $34 billion of capital raised. Riverstone conducts buyout and growth capital investments in the exploration & production, midstream, oilfield services, power, and renewable sectors of the energy industry. With offices in New York, London, Houston, and Mexico City, Riverstone has committed over $31 billion to more than 120 investments in North America, Latin America, Europe, Africa, and Asia.

About NGP

Founded in 1988, NGP is a premier private equity firm in the natural resources industry with approximately $17 billion of cumulative equity commitments organized to make strategic investments in the energy and natural resources sectors.  For more information, please visit www.ngpenergycapital.com.