0001104659-17-018897.txt : 20170323 0001104659-17-018897.hdr.sgml : 20170323 20170323173404 ACCESSION NUMBER: 0001104659-17-018897 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170323 FILED AS OF DATE: 20170323 DATE AS OF CHANGE: 20170323 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Silver Run Acquisition Corp II CENTRAL INDEX KEY: 0001690769 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 814433840 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1000 LOUISIANA STREET STREET 2: SUITE 1450 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-357-1400 MAIL ADDRESS: STREET 1: 1000 LOUISIANA STREET STREET 2: SUITE 1450 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Riverstone Energy GP VI Corp. CENTRAL INDEX KEY: 0001686355 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38040 FILM NUMBER: 17710607 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 993-0076 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Riverstone Energy GP VI, LLC CENTRAL INDEX KEY: 0001686387 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38040 FILM NUMBER: 17710608 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 993-0076 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Riverstone Energy VI Holdings GP, LLC CENTRAL INDEX KEY: 0001701276 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38040 FILM NUMBER: 17710610 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 993-0076 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Riverstone VI SR II Holdings, L.P. CENTRAL INDEX KEY: 0001701270 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38040 FILM NUMBER: 17710611 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 993-0076 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Run Sponsor II, LLC CENTRAL INDEX KEY: 0001700806 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38040 FILM NUMBER: 17710612 BUSINESS ADDRESS: STREET 1: 1000 LOUISIANA STREET STREET 2: SUITE 1450 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-357-1400 MAIL ADDRESS: STREET 1: 1000 LOUISIANA STREET STREET 2: SUITE 1450 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LEUSCHEN DAVID M CENTRAL INDEX KEY: 0001222726 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38040 FILM NUMBER: 17710605 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Riverstone Energy Partners VI, L.P. CENTRAL INDEX KEY: 0001686391 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38040 FILM NUMBER: 17710609 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 993-0076 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RIVERSTONE HOLDINGS LLC CENTRAL INDEX KEY: 0001247497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38040 FILM NUMBER: 17710606 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-271-6252 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAPEYRE PIERRE F JR CENTRAL INDEX KEY: 0001232151 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38040 FILM NUMBER: 17710604 MAIL ADDRESS: STREET 1: C/O RIVERSTONE STREET 2: 712 FIFTH AVENUE 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 3 1 a3.xml 3 X0206 3 2017-03-23 0 0001690769 Silver Run Acquisition Corp II SRUN 0001700806 Silver Run Sponsor II, LLC C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10019 0 0 1 0 0001701270 Riverstone VI SR II Holdings, L.P. C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10019 0 0 1 0 0001701276 Riverstone Energy VI Holdings GP, LLC C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10019 0 0 1 0 0001686391 Riverstone Energy Partners VI, L.P. C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10019 0 0 1 0 0001686387 Riverstone Energy GP VI, LLC C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10019 0 0 1 0 0001686355 Riverstone Energy GP VI Corp. C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10019 0 0 1 0 0001247497 RIVERSTONE HOLDINGS LLC C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10019 0 0 1 0 0001222726 LEUSCHEN DAVID M C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10019 0 0 1 0 0001232151 LAPEYRE PIERRE F JR C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10019 0 0 1 0 Class B Common Stock Class A Common Stock 25776000 I See footnotes The Class B Common Stock is convertible into the Issuer's Class A Common Stock on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and has no expiration date. Includes 3,375,000 shares of Class B Common Stock that are subject to forfeiture if the underwriters in the Issuer's initial public offering of common stock do not exercise their over-allotment option in full. Silver Run Sponsor II, LLC is the record holder of the shares reported herein. David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Holdings LLC, which is the sole shareholder of Riverstone Energy GP VI Corp, which is the sole and managing member of Riverstone Energy GP VI, LLC ("Riverstone Energy GP''), which is the general partner of Riverstone Energy Partners VI, L.P., which is the managing member of Riverstone Energy VI Holdings GP, LLC, which is the general partner of Riverstone VI SR II Holdings, L.P., which is the sole and managing member of Silver Run Sponsor II, LLC. Riverstone Energy GP is managed by a managing committee consisting of Pierre F. Lapeyre, Jr. David M. Leuschen, James T. Hackett, Michael B. Hoffman, N. John Lancaster, Mark G. Papa and, on a rotating basis, one of E. Bartow Jones, Baran Tekkora and Robert M. Tichio. Each of Riverstone VI SR II Holdings, L.P., Riverstone Energy VI Holdings GP, LLC, Riverstone Energy Partners VI, L.P., Riverstone Energy GP VI, LLC, Riverstone Energy GP VI Corp, Riverstone Holdings, LLC, Mr. Lesuchen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the common stock held directly by Silver Run Sponsor II, LLC. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. Exhibit 24- Power of Attorney Silver Run Sponsor II, LLC By: /s/ Thomas J. Walker, Managing Director 2017-03-23 Riverstone VI SR II Holdings, L.P. By: Riverstone Energy VI Holdings GP, LLC , its general partner, By: /s/ Thomas J. Walker, Managing Director 2017-03-23 Riverstone Energy VI Holdings GP, LLC By: /s/ Thomas J. Walker, Managing Director 2017-03-23 Riverstone Energy Partners VI, L.P. By: Riverstone Energy GP VI, LLC, its general partner By: /s/ Thomas J. Walker, Managing Director 2017-03-23 Riverstone Energy GP VI, LLC By: /s/ Thomas J. Walker, Managing Director 2017-03-23 Riverstone Energy GP VI Corp By: /s/ Thomas J. Walker, Vice President 2017-03-23 Riverstone Holdings LLC By: /s/ Thomas J. Walker, Authoried Person 2017-03-23 David M. Leuschen By: /s/ Thomas J. Walker, Attorney-in-fact 2017-03-23 Pierre F. Lapeyre Jr. By: /s/ Thomas J. Walker, Attorney-in-fact 2017-03-23 EX-24 2 ex-24.htm EX-24

Exhibit 24

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints Stephen S. Coats and Thomas J. Walker or any of them signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

 

1.              prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

 

2.              execute for and on behalf of the undersigned Schedules 13D and 13G and Forms 3, 4, and 5 in accordance with Sections 13 and 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

 

3.              do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13D or 13G or Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

 

4.              take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Sections 13 and 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 


 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of March, 2017.

 

 

/s/ David M. Leuschen

 

David M. Leuschen

 

 

 

 

 

/s/ Pierre F. Lapeyre Jr.

 

Pierre F. Lapeyre Jr.