Highfields Capital Management LP Form SC 13G- Filed by newsfilecorp.com

0001062993-17-001705.txt : 20170404 0001062993-17-001705.hdr.sgml : 20170404 20170404161434 ACCESSION NUMBER: 0001062993-17-001705 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170404 DATE AS OF CHANGE: 20170404 GROUP MEMBERS: HIGHFIELDS GP LLC GROUP MEMBERS: JONATHON S. JACOBSON SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89934 FILM NUMBER: 17738324 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HIGHFIELDS CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001079563 IRS NUMBER: 043419481 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET 59TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6178507500 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET 59TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 SC 13G 1 sch13g.htm FORM SC 13G Highfields Capital Management LP Form SC 13G- Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

SILVER RUN ACQUISITION CORPORATION II
(Name of Issuer)

CLASS A COMMON STOCK, $0.0001 PAR VALUE
(Title of Class of Securities)

82812A202 **
(CUSIP Number)

MARCH 29, 2017
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[X] Rule 13d-1(b)

[ ] Rule 13d-1(c)

[ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

**The Class A Common Stock has no CUSIP number. The CUSIP number for the units which include Class A Common Stock is 82812A202.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Highfields Capital Management LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) [ ]
	(b) [X]
3.	SEC USE ONLY


4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER

			11,500,000
		6.	SHARED VOTING POWER

			—0—
		7.	SOLE DISPOSITIVE POWER

			11,500,000
		8.	SHARED DISPOSITIVE POWER

			—0—
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	11,500,000
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
	(SEE INSTRUCTIONS)

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	11.11% ⁽¹⁾
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IA

(1)

The percentage used herein and in the rest of this Schedule 13G is calculated based on 103,500,000 Units, with each Unit consisting of one share of Class A Common Stock and one-third of one warrant of the Issuer, outstanding as of March 29, 2017 as reported in the Issuer’s Current Report on Form 8-K filed with the Commission on March 29, 2017.

1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Highfields GP LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) [ ]
	(b) [X]
3.	SEC USE ONLY


4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER

			11,500,000
		6.	SHARED VOTING POWER

			—0—
		7.	SOLE DISPOSITIVE POWER

			11,500,000
		8.	SHARED DISPOSITIVE POWER

			—0—
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	11,500,000
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
	(SEE INSTRUCTIONS)

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	11.11% ⁽¹⁾
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	HC

1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Jonathon S. Jacobson
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) [ ]
	(b) [X]
3.	SEC USE ONLY


4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER

			11,500,000
		6.	SHARED VOTING POWER

			—0—
		7.	SOLE DISPOSITIVE POWER

			11,500,000
		8.	SHARED DISPOSITIVE POWER

			—0—
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	11,500,000
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
	(SEE INSTRUCTIONS)

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	11.11% ⁽¹⁾
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	HC

Item 1 (a).

Name of Issuer:

Silver Run Acquisition Corporation II (the “Issuer”)

Item 1 (b).

Address of Issuer’s Principal Executive Offices:

1000 Louisiana Street, Suite 1450, Houston, TX 77002

Item 2 (a).

Name of Person Filing:

This statement is being filed on behalf of each of the following persons:

	(i)	Highfields Capital Management LP, a Delaware limited partnership (“Highfields Capital Management”) and investment manager to private investment funds;

	(ii)	Highfields GP LLC, a Delaware limited liability company (“Highfields GP”) and the General Partner of Highfields Capital Management;

	(iii)	Jonathon S. Jacobson in his capacities as the Managing Member of Highfields GP, which is the general partner of Highfields Capital Management, and as the Chief Investment Officer of Highfields Capital Management.

Highfields Capital Management, Highfields GP, and Mr. Jacobson, are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

This statement relates to shares of common stock of the Issuer (“Common Stock”) held for the account of private investment funds for which Highfields Capital Management acts as investment manager: Highfields Capital I LP, Highfields Capital II LP, and Highfields Capital IV LP and Highfields Capital Ltd.

Item 2 (b).

Address of Principal Business Office or, if None, Residence:

Address for Highfields Capital Management, Highfields GP, and
Mr. Jacobson:

200 Clarendon Street, 59th Floor
Boston, Massachusetts 02116

Item 2 (c).

Citizenship:

Highfields Capital Management – Delaware
Highfields GP – Delaware
Jonathon S. Jacobson – United States

Item 2 (d).

Title of Class of Securities:

Class A Common Stock, $0.0001 par value

Item 2 (e).

CUSIP Number:

82812A202

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A:

(a)	[ ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)	[ ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	[ ]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	[ ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	[X]	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	[ ]	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	[X]	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	[ ]	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	[ ]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	[ ]	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership.

For Highfields Capital Management, Highfields GP, and Mr. Jacobson:

	(a)	Amount beneficially owned: 11,500,000 shares of Class A Common

	(b)	Percent of class: 11.11% ⁽¹⁾

	(c)	Number of shares as to which such person has:

	(i)	Sole power to vote or to direct the vote: 11,500,000

	(ii)	Shared power to vote or to direct the vote: -0-

	(iii)	Sole power to dispose or to direct the disposition of: 11,500,000

	(iv)	Shared power to dispose or to direct the disposition of: -0-

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

The shares of Common Stock beneficially owned by Highfields Capital Management, Highfields GP, and Mr. Jacobson are directly owned by certain private investment funds. Highfields Capital Management serves as the investment manager to each of the private investment funds. Each of Highfields Capital Management, Highfields GP and Mr. Jacobson has the power to direct the receipt of dividends from or the proceeds from the sale of the shares of Common Stock owned by the private investment funds. The private investment funds for which Highfields Capital Management acts as investment manager have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Common Stock.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Highfields Capital Management LP

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

April 4, 2017

Date

HIGHFIELDS CAPITAL MANAGEMENT LP

By: Highfields GP LLC, its General Partner

/s/ Scott D. Pomfret

Signature

Scott D. Pomfret, Authorized Signatory

Name/Title

HIGHFIELDS GP LLC

/s/ Scott D. Pomfret

Signature

Scott D. Pomfret, Authorized Signatory

Name/Title

JONATHON S. JACOBSON

/s/ Scott D. Pomfret*

Signature

Scott D. Pomfret, Attorney in Fact

Name/Title

*by power of attorney

EXHIBIT INDEX

Exhibit 1.

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

Exhibit 1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe such information is inaccurate.

April 4, 2017

Date

HIGHFIELDS CAPITAL MANAGEMENT LP

By: Highfields GP LLC, its General Partner

/s/ Scott D. Pomfret

Signature

Scott D. Pomfret, Authorized Signatory

Name/Title

HIGHFIELDS GP LLC

/s/ Scott D. Pomfret

Signature

Scott D. Pomfret, Authorized Signatory

Name/Title

JONATHON S. JACOBSON

/s/ Scott D. Pomfret*

Signature

Scott D. Pomfret, Attorney in Fact

Name/Title

*by power of attorney