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Silver Run Acquistion II Wraps Up $1.035B IPO, On the Hunt For Assets


Updated : March 30, 2017

Silver Run Acquisition Corporation II has closed its initial public offering of 103,500,000 units, which includes 13,500,000 units issued pursuant to the exercise by the underwriters of their over-allotment option. The offering was priced at $10.00 per unit, resulting in gross proceeds of $1,035,000,000, before deductions.

The Company's units began trading on the NASDAQ Capital Market under the ticker symbol "SRUNU" on March 24, 2017.

Citigroup, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Goldman, Sachs & Co. served as joint bookrunners for the offering.


Updated : March 23, 2017

On March 23, 2017 Riverstone-backed Silver Run Acquisition Corporation II priced its IPO at $10/units and the company is offering 90 million units for a gross amount of $900 million.   The originial filing which we reported back on March 2, 2017 showed the company intended to raise $460 million.  This increase clearly shows investors trust in the management team and Riverstone repeat strategy.  Silver Run II will have at its helm James T. Hackett, Ex-CEO of Anadarko Petroleum.

As most of you might remember, Riverstone used the same strategy before, when it created and IPO'd Silver Run Acquistion 1 , after the IPO the company went on to acquire and renamed itself Centennial Resources Development

Other Private equity firms have taken note and are similarly creating blank check companies.


ORIGINAL NOTE : March 3, 2017

Silver Run Acquisition Corporation II, a porfilio company backed by Riverstone has filed a $400 million IPO.   The company has filed what we call a "blank check IPO", with no assets, described below.

As most of you might remember, this is the second time Riverstone is creating such a entity.  Silver Run 1 which filed its IPO  used to acquire Centennial Resources, now run by Mark Pappa (ex-CEO of EOG Resources).

Silver Run II will have at its helm James T. Hackett (Ex-CEO of Anadarko Petroleum)

"Silver Run Acquisition Corporation II is a newly organized blank check company 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, which we refer to throughout this prospectus as our initial business combination.

We have not identified any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We intend to focus our search for a target business in the energy industry."

Management

 

 James T. Hackett will serve as our Chief Executive Officer and a director upon completion of this offering. Mr. Hackett is a Partner at Riverstone. Prior to joining Riverstone in 2013, Mr. Hackett served as the Chairman of the Board from 2006 to 2013 and the Chief Executive Officer from 2003 to 2012 of Anadarko Petroleum Corporation. Before joining Anadarko, Mr. Hackett served as President and Chief Operating Officer of Devon Energy Corporation, following its merger with Ocean Energy, where he had served as Chairman, President, and Chief Executive Officer. Mr. Hackett has held senior positions at Seagull, Duke Energy, and Pan Energy. He also held positions in engineering, finance and marketing with NGC Corp., Burlington Resources, and Amoco Oil Corp. Mr. Hackett serves on the Board of Directors of Enterprise Products Holdings, LLC, Fluor Corporation (NYSE: FLR), National Oilwell Varco, Inc. (NYSE: NOV), Sierra Oil and Gas and Riverstone Energy, Ltd. Mr. Hackett is a former Chairman of the Board of the Federal Reserve Bank of Dallas. Mr. Hackett received a Bachelor of Science degree from the University of Illinois in 1975 and an MBA from Harvard Business School in 1979. Mr. Hackett was selected to serve on the board of directors due to his significant leadership experience and his extensive experience in the energy industry.

Thomas J. Walker has been our Chief Financial Officer and a director since November 2016. Mr. Walker is a New York-based Partner at Riverstone. Mr. Walker joined Riverstone in January 2007 as the Chief Financial Officer, a position that he still holds currently. Mr. Walker also served as the Chief Financial Officer of Silver Run I (NASDAQ: SRAQ) from its inception in November 2015 until the completion of the Centennial acquisition in October 2016. Prior to joining Riverstone, Mr. Walker was a Principal at The Carlyle Group from June 2005, serving as the Chief Financial Officer of the jointly sponsored Carlyle/Riverstone Funds. Prior to Carlyle, Mr. Walker held similar positions at Hampshire Equity Partners, a middle market buyout fund, from February 2001 to June 2005, and Ripplewood Holdings, a private equity firm managing capital commitments in the United States and Japan, from November 1999 to February 2001. Prior to joining Ripplewood, Mr. Walker was the Director of Financial Reporting and Planning at Asbury Automotive Group (NYSE: ABG), a Ripplewood portfolio company, from August 1998 to November 1999. Mr. Walker started his career in the Metro New York office of Arthur Andersen, an international accounting firm. Mr. Walker received a B.S. in Accounting from Binghamton University in 1994. We expect that Mr. Walker will resign from our board of directors upon the appointment of Mr. Hackett to our board of directors in connection with this offering.

Stephen S. Coats has been our Secretary since November 2016. Mr. Coats is a New York-based Partner at Riverstone. Mr. Coats joined Riverstone in April 2008 and currently serves as the General Counsel. Mr. Coats also served as the Secretary of Silver Run I (NASDAQ: SRAQ) from its inception in November 2015 until the completion of the Centennial acquisition in October 2016. Prior to joining Riverstone, Mr. Coats was a partner at Vinson & Elkins LLP, a law firm specializing in the energy industry. While at Vinson & Elkins, Mr. Coats focused on domestic and crossborder M&A work within the energy industry and was outside counsel to Riverstone on many of Riverstone's early transactions.

William D. Gutermuth will serve as a director following completion of this offering. Mr. Gutermuth is the Founder and Chairman of Bluegrass Capital LLC, a privately owned investment and consulting firm. Since January 1, 2015, he has devoted substantially all of his professional time and energies to Bluegrass Capital. Prior to that, Mr. Gutermuth was an equity partner at Bracewell & Giuliani LLP and its predecessor firm, Bracewell & Patterson, LLP, where he practiced corporate and transactional law for almost 35 years. Mr. Gutermuth's legal career focused principally on mergers and acquisitions, particularly in the energy industry, as well as most aspects of corporate finance and corporate governance. Mr. Gutermuth chaired Bracewell & Giuliani's worldwide Corporate and Securities Practice from 1999 to 2005 and served as a member of the Business Group Executive Committee from 2005 to 2007, as well as serving in other leadership positions within the law firm throughout his career. Mr. Gutermuth served as a director of Main Street Capital Corporation (NYSE: MAIN), a publicly traded business development company, from 2007 to 2012 and on the Compensation and Nominating and Governance Committees during his tenure as a director. Mr. Gutermuth also served as a director of Silver Run I (NASDAQ: SRAQ) from its inception in November 2015 until the completion of the Centennial acquisition in October 2016. Mr. Gutermuth holds a B.S. in Political Science from Vanderbilt University and a J.D. from Vanderbilt University School of Law. Mr. Gutermuth was selected to serve on the board of directors due to his significant leadership experience and his extensive merger and acquisition experience.

Jeffrey H. Tepper will serve as a director following completion of this offering. Mr. Tepper has been a private investor since 2013. From 1990 to 2013, Mr. Tepper served in a variety of senior management and operating roles at the investment bank Gleacher & Company, Inc. and its predecessors and affiliates ("Gleacher"). Mr. Tepper is experienced in mergers and acquisitions, corporate finance, leveraged finance and asset management. Mr. Tepper was Head of Investment Banking and a member of the Management Committee while at Gleacher. Mr. Tepper led numerous investment banking transactions on behalf of clients in a variety of industries but with a specialty in financial services and asset management. Mr. Tepper also served as Gleacher's Chief Operating Officer, overseeing operations, compliance, technology and financial reporting. In 2001, Mr. Tepper co-founded Gleacher's asset management activities and served as President. Mr. Tepper served on the Investment Committees of Gleacher Mezzanine and Gleacher Fund Advisors. Between 1997 and 1999, Mr. Tepper served as Managing Director of and Chief Operating Officer of Gleacher NatWest Inc. (a predecessor to Gleacher Partners). Mr. Tepper was part of the senior management team of Gleacher NatWest with oversight responsibility for middle-market senior and subordinated debt, high-yield and equity principal activities. Between 1987 and 1990, Mr. Tepper was employed by Morgan Stanley & Co. as a financial analyst in the mergers and acquisitions and merchant banking departments. Mr. Tepper also served as a director of Silver Run I (NASDAQ: SRAQ) from its inception in November 2015 until the completion of the Centennial acquisition in October 2016 and has served as a director of Centennial (NASDAQ: CDEV) since October 2016. Mr. Tepper received an MBA from Columbia Business School and a B.S. in Economics from The Wharton School of the University of Pennsylvania with concentrations in finance and accounting. Mr. Tepper was selected to serve on the board of directors due to his significant investment and financial experience.

Diana J. Walters will serve as a director following completion of this offering. Ms. Walters has 30 years of experience in the Natural Resources sector, as an investment manager and equity investor, as an investment banker and in operating roles. Ms. Walters has been the owner and sole manager of 575 Grant, LLC, a company that provides advisory services in the field of natural resources, since 2014. She served as the President and Chief Executive Officer of Liberty Metals & Mining Holdings, LLC and a member of senior management of Liberty Mutual Asset Management from January 2010 to September 2014. She was a Managing Partner of Eland Capital, LLC, a natural resources advisory firm founded by her, from 2007 to 2010. Ms. Walters has extensive investment experience with both debt and equity through various previous leadership roles at Credit Suisse, HSBC and other firms. She also served previously as Chief Financial Officer of Tatham Offshore Inc., an independent oil and gas company with assets in the Gulf of Mexico. Ms. Walters also served as a director of Silver Run I (NASDAQ: SRAQ) from its inception in November 2015 until the completion of the Centennial acquisition in October 2016. Ms. Walters currently serves on the board of directors of Platinum Group Metals (NYSE: PLG) and Electrum Special Acquisition Corporation (NASDAQ: ELECU). Ms. Walters graduated with Honors from the University of Texas at Austin with a B.A. in Plan II Liberal Arts and an M.A. in Energy and Mineral Resources. Ms. Walters was selected to serve on the board of directors due to her significant investment and operating experience in the energy industry.

Announced Date
March 26,2017
Value  ( $MM )
1,035
Type
IPO
Use of Fund
General Purpose
Company
Silver Run Acquisition Corp II
Underwriter
/Book Runner
Citigroup Global Markets Inc.,Credit Suisse,Goldman Sachs Group Inc,Deutsche Bank Securities Inc.
Financier/Sponsor
Riverstone Holdings Llc
Regions
Permian
Country
United States
Play
Permian Basin