SILVER RUN ACQUISITION CORPORATION
CONDENSED STATEMENT OF CASH FLOWS
For the Three Months Ended March 31, 2016
(unaudited)
|
|
|
|
|
Cash flow from operating activities:
|
|
|
|
|
Net income
|
|
$
|
32,639
|
|
Adjustments to reconcile net income to net cash used by operations:
|
|
|
|
|
Increase in prepaid expenses
|
|
|
(27,936
|
)
|
Increase in accounts payable and accrued liabilities
|
|
|
7,554
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
12,257
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
Cash deposited into trust account
|
|
|
(500,000,010
|
)
|
Trust income retained in Trust Account
|
|
|
(62,582
|
)
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(500,062,592
|
)
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
Proceeds from Public Offering
|
|
|
500,000,000
|
|
Proceeds from sale of Private Placement Warrants
|
|
|
12,000,000
|
|
Payment of underwriting discounts
|
|
|
(10,000,000
|
)
|
Payment of offering costs
|
|
|
(191,388
|
)
|
Proceeds from Sponsor note
|
|
|
150,000
|
|
Payment of Sponsor note
|
|
|
(300,000
|
)
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
501,658,612
|
|
|
|
|
|
|
Net increase in cash
|
|
|
1,608,277
|
|
Cash at beginning of period
|
|
|
105,500
|
|
|
|
|
|
|
Cash at end of period
|
|
|
1,713,777
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of non-cash financing activities:
|
|
|
|
|
Deferred underwriters' commission
|
|
$
|
17,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued offering costs
|
|
$
|
243,305
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited condensed financial statements.
4
Table of Contents
SILVER RUN ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. Description of Organization and Business Operations
Organization and General
Rockstream Corp. (the "
Company
") was incorporated in Delaware on November 4,
2015. On November 11, 2015, the Company changed its name from Rockstream Corp. to Silver Run Acquisition Corporation. The Company was 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 "
Initial Business Combination
"). The Company is an "emerging growth company," as defined in Section 2(a) of the
Securities Act of 1933, as amended (the "
Securities Act
"), as modified by the Jumpstart Our Business Startups Act of 2012 (the
"
JOBS Act
"). The Company's sponsor is Silver Run Sponsor, LLC; a Delaware limited liability company (the
"
Sponsor
").
At
March 31, 2016, the Company had not engaged in any significant operations. All activity for the three months ended March 31, 2016 relates to the Company's formation, the
initial public offering ("
Public Offering
" as described below) and efforts directed towards locating a suitable Initial Business Combination. The
Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest
income on investment held in trust account. The Company has selected December 31st as its fiscal year end.
Financing
On February 23, 2016, the registration statement for the Public Offering was declared effective by the Securities and Exchange
Commission (the "
SEC
"). On February 29, 2016 (the "
IPO Closing Date
"), the Company consummated
the Public Offering of $500,000,000 in Units (as defined in Note 3), and the sale of $12,000,000 in warrants (the "
Private Placement Warrants
")
to the Sponsor (the "
Private Placement
"). On the IPO Closing Date, the Company placed $500,000,000 of proceeds (including the Deferred Discount (as
defined in Note 3)) from the Public Offering and the Private Placement into a trust account at J.P. Morgan Chase Bank, N.A. (the "
Trust
Account
"). The Company intends to finance the Initial Business Combination from proceeds held in the Trust Account.
At
the IPO Closing Date, the Company held $12,000,000 of proceeds from the Public Offering and the Private Placement outside the Trust Account. Of these amounts, $10,000,000 was used to
pay underwriting discounts in the Public Offering and $300,000 was used to repay a note payable to the Sponsor (see Note 4), with the balance reserved to pay accrued offering and formation
costs, business, legal and accounting due diligence expenses on prospective acquisitions and continuing general and administrative expenses.
Trust Account
The proceeds held in the Trust Account are invested in money market funds that meet certain conditions under Rule 2a-7 under the
Investment Company Act of 1940, as amended and that invest only in direct U.S. government obligations.
The
Company's amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account
will be released until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any shares of the Company's Class A common stock, par value
$0.0001 per share (the "
Class A Common
5
Table of Contents
SILVER RUN ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
1. Description of Organization and Business Operations (Continued)
Stock
") included in the Units (the "
Public Shares
") sold in the Public Offering that have been properly tendered in connection
with a stockholder vote to amend the Company's amended and restated certificate of incorporation to modify the substance or timing of its obligation to redeem 100% of such Public Shares if it does not
complete the Initial Business Combination within 24 months from the closing of the Public Offering; and (iii) the redemption of 100% of the Public Shares if the Company is unable to
complete an Initial Business Combination within 24 months from the closing of the Public Offering (subject to the requirements of law). The proceeds deposited in the Trust Account could become
subject to the claims of the Company's creditors, if any, which could have priority over the claims of the Company's public stockholders.
Initial Business Combination
The Company's management has broad discretion with respect to the specific application of the net proceeds of the Public Offering,
although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must
occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and
taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to
successfully effect an Initial Business Combination.
The
Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting
called for such purpose in connection with which public stockholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Initial Business Combination, for cash
equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but
less taxes payable, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote)
for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days
prior to the consummation of the Initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Initial Business
Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing
of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under NASDAQ rules. If the Company
seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination.
However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the
redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination.
If
the Company holds a stockholder vote or there is a tender offer for Public Shares in connection with an Initial Business Combination, a public stockholder will have the right to
redeem its Public
6
Table of Contents
SILVER RUN ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
1. Description of Organization and Business Operations (Continued)
Shares
for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business
Combination, including interest but less taxes payable. As a result, such shares of Class A Common Stock are recorded at redemption amount and classified as temporary equity upon the completion
of the Public Offering, in accordance with the Financial Accounting Standards Board ("
FASB
") Accounting Standards Codification
("
ASC
") 480, "Distinguishing Liabilities from Equity."
Pursuant
to the Company's amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination within 24 months from the
closing of the Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days
thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including
interest income but less taxes payable (less up to $100,000 of interest income to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely
extinguish public stockholders' rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the Company's remaining stockholders and the Company's board of directors, dissolve and liquidate, subject in each case to the Company's
obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company's officers and directors have entered into a letter
agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined in
Note 4) held by them if the Company fails to complete the Initial Business Combination within 24 months of the closing of the Public Offering. However, if the Sponsor or any of the
Company's directors, officers or affiliates acquires Public Shares, they will be entitled to liquidating
distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period.
In
the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company's stockholders are entitled to share ratably in all assets
remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company's
stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that the Company will provide its public stockholders with the
opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination
and the other circumstances described above, subject to the limitations described herein.
2. Summary of Significant Accounting Policies
Basis of Presentation
The Company's unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally
accepted in the United States of America ("
U.S. GAAP
") and the rules and regulations of the SEC for interim financial information and the
instructions to Form 10-Q. Accordingly, the financial statements do not include all of the information
7
Table of Contents
SILVER RUN ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
2. Summary of Significant Accounting Policies (Continued)
and
footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. The Company has
evaluated subsequent events through the issuance of the financial statements. Operating results for the quarter ended March 31, 2016 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2016 or any other period. The accompanying unaudited condensed interim financial statements should be read in conjunction with the Company's audited
financial statements and notes thereto included in the Company's prospectus filed with the SEC on February 25, 2016, as well as the Company's Form 8-K filed with the SEC on
March 4, 2016.
Emerging Growth Company
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the
Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with
the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means
that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at
the time private companies adopt the new or revised standard. This may make comparison of the Company's financial statements with another public company which is neither an emerging growth company nor
an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Net Income Per Common Share
Net income per common share is computed by dividing net income applicable to common stockholders by the weighted average number of
common shares outstanding during the period, plus, to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. At
March 31, 2016, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the
Company under the treasury stock method. As a
result, diluted income per common share is the same as basic income per common share for the period.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash
equivalents.
Marketable Securities held in Trust Account
The amounts held in the Trust Account represent proceeds from the Public Offering and the Private Placement of $500,000,000 which were
invested in a money market instrument that invests in United States Treasury Securities with original maturities of six months or less and are classified as
8
Table of Contents
SILVER RUN ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
2. Summary of Significant Accounting Policies (Continued)
restricted
assets because such amounts can only be used by the Company in connection with the consummation of an Initial Business Combination.
As
of March 31, 2016, marketable securities held in the Trust Account had a fair value of $500,062,592. At March 31, 2016, there was $62,582 of interest income held in the
Trust Account available to be released to the Company to pay taxes.
Redeemable Common Stock
As discussed in Note 1, all of the 50,000,000 Public Shares contain a redemption feature which allows for the redemption of
Class A Common Stock under the Company's liquidation or tender offer/stockholder approval provisions. In accordance with FASB ASC 480, redemption provisions not solely within the control of the
Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are
excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its amended and restated certificate of incorporation provides that in no event
will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001.
The
Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting
period. Increases or decreases in the carrying amount of redeemable shares of Class A Common Stock shall be affected by charges against additional paid in capital.
Accordingly,
at March 31, 2016, 47,877,332 of the 50,000,000 shares of Class A Common Stock included in the Units were classified outside of permanent equity at their
redemption value.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial
institution which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not
exposed to significant risks on such accounts.
Financial Instruments
The fair value of the Company's assets and liabilities, which qualify as financial instruments under FASB ASC 820, "Fair Value
Measurements and Disclosures," approximates the carrying amounts represented in the balance sheet.
Use of Estimates
The preparation of the financial statements in conformity with U.S. GAAP requires the Company's management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from those estimates.
9
Table of Contents
SILVER RUN ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
2. Summary of Significant Accounting Policies (Continued)
Offering Costs
The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A"Expenses of
Offering." Offering costs of approximately $28,282,000, consisting primarily of underwriting discounts of $27,500,000 (including $17,500,000 of which is deferred), and approximately $782,000 of
professional, filing, regulatory and other costs, were charged to additional paid in capital upon the closing of the Public Offering on February 29, 2016.
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, "Income Taxes." Deferred tax
assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation
allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
FASB
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a
tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of
March 31, 2016. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and
penalties at March 31, 2016. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The
Company is subject to income tax examinations by major taxing authorities since inception.
Related Parties
The Company follows subtopic ASC 850-10 for the identification of related parties and disclosure of related party transactions.
Pursuant
to Section 850-10-20, the related parties include: (a) affiliates of the Company ("Affiliate" means, with respect to any specified person, any other person that,
directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under
the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of
Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed
by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party
controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate
interests;
10
Table of Contents
SILVER RUN ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
2. Summary of Significant Accounting Policies (Continued)
and
(g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and
can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
Subsequent Events
The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial
statements were issued for potential recognition or disclosure. Any material events that occur between the balance sheet date and the date that the financial statements were issued are disclosed as
subsequent events, while the financial statements are adjusted to reflect any conditions that existed at the balance sheet date.
Recent Accounting Pronouncements
The Company complies with the reporting requirements of FASB Accounting Standards Update
("
ASU
") 2014-10, which eliminated certain financial reporting requirements of companies previously identified as "Development Stage Entities" (Topic
915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance
and, for those entities subject to audit, audit costs by eliminating the requirements for development stage entities to present inception-to-date information in the statements of income, cash flows,
and stockholders' equity. Early application of each of the amendments is permitted for any annual reporting periods or interim period for which the entity's financial statements have not yet been
issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. For private
entities and emerging growth companies under the JOBS Act, the amendments are effective for annual reporting periods beginning after December 15, 2015. The Company has elected early adoption
and incorporated the methodologies prescribed by ASU 2014-10 in the accompanying financial statements.
In
August 2014, FASB issued ASU 2014-15, "Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a
Going Concern. ASU 2014-15 provides guidance on management's responsibility to evaluate whether there is substantial doubt about an organization's ability to continue as a going concern and to provide
related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company's ability to
continue as a going concern within one year from the date the financial statements are issued. The amendments in ASU 2014-15 are effective for annual reporting periods ending after
December 15, 2016 and for annual and interim periods thereafter. Early adoption is permitted. The Company has adopted the methodologies prescribed by ASU 2014-15.
The
Company's management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the
Company's financial statements.
11
Table of Contents
SILVER RUN ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
3. Public Offering
On the IPO Closing Date, the Company sold 50,000,000 units (the "
Units
") at a price of $10.00 per Unit, including 5,000,000 Units issued
pursuant to the partial exercise by the underwriters of their over-allotment option, generating gross proceeds to the Company of $500,000,000. Each Unit consists of one share of Class A Common
Stock and one-third of one warrant (each whole warrant, a "
Warrant
" and, collectively, the "
Warrants
").
Each whole Warrant entitles the holder thereof to purchase one whole share of Class A Common Stock at a price of $11.50 per share. No fractional shares will be issued upon separation of the
Units and only whole Warrants will trade. Each Warrant will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months from the
closing of the Public Offering and will expire five years after the completion of the Initial
Business Combination or earlier upon redemption or liquidation. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole and not in part at a price of $0.01 per
Warrant upon a minimum of 30 days' prior written notice of redemption, if and only if the last sale price of the Class A Common Stock equals or exceeds $18.00 per share for any 20
trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sent the notice of redemption to the Warrant holders.
The
Company paid an upfront underwriting discount of 2.0% ($10,000,000) of the per Unit offering price to the underwriters at the closing of the Public Offering, with an additional fee
(the "
Deferred Discount
") of 3.5% ($17,500,000) of the gross offering proceeds payable upon the Company's completion of an Initial Business Combination.
The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes an Initial Business Combination.
4. Related Party Transactions
Founder Shares
On November 6, 2015, the Sponsor purchased 11,500,000 shares (the "
Founder
Shares
") of Class B common stock, par value $0.0001 per share (the "
Class B Common Stock
"), for an aggregate
purchase price of $25,000, or approximately $0.002 per share. In February 2016, the Sponsor transferred 40,000 Founder Shares to each of the Company's independent directors (together with the Sponsor,
the "
Initial Stockholders
") at their original purchase price. On February 24, 2016, the Company effected a stock dividend of approximately 0.125
shares for each outstanding share of Class B Common Stock, resulting in the initial stockholders holding an aggregate of 12,937,500 Founder Shares. On April 8, 2016, following the
expiration of the underwriters' remaining
over-allotment option in connection with the Public Offering, the Sponsor forfeited 437,500 Founder Shares, so that the remaining 12,500,000 Founder Shares held by the Initial Stockholders would
represent 20.0% of the issued and outstanding shares of common stock. As used herein, unless the context otherwise requires, "Founder Shares" shall be deemed to include the shares of Class A
Common Stock issuable upon conversion thereof. The Founder Shares are identical to the Class A Common Stock included in the Units sold in the Public Offering except that the Founder Shares
automatically convert into shares of Class A Common Stock at the time of the Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below.
Holders of Founder Shares may also elect to convert their shares of Class B Common Stock into an equal number of shares of Class A Common Stock, subject to adjustment, at any time.
12
Table of Contents
SILVER RUN ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
4. Related Party Transactions (Continued)
The
Company's Initial Stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one
year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last sale price of the Class A Common Stock equals
or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at
least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in
all of the Company's stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Private Placement Warrants
The Sponsor purchased an aggregate of 8,000,000 Private Placement Warrants at a price of $1.50 per whole warrant ($12,000,000 in
the aggregate) in a private placement that occurred simultaneously with the closing of the Public Offering. Each whole Private Placement Warrant is exercisable for one whole share of Class A
Common Stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering held in the Trust Account such that at
the closing of the Public Offering $500,000,000 was placed in the Trust Account. If the Initial Business Combination is not completed within 24 months from the closing of the Public Offering,
the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the
Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted
transferees.
The
Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Private Placement Warrants until 30 days after the completion of the Initial
Business Combination.
Registration Rights
The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if
any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A Common Stock) as stated in the registration rights
agreement signed on the date of the prospectus for the Public Offering. These holders are entitled to certain demand and "piggyback" registration rights.
However,
the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of
the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Related Party Loans
On November 6, 2015, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the
Public Offering pursuant to a promissory note (the "
Note
"). This loan was non-interest bearing and payable on the earlier of March 31, 2016 or
the completion of the Public
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SILVER RUN ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
4. Related Party Transactions (Continued)
Offering.
On November 10, 2015, the Company borrowed $150,000 under the Note. In February 2016, the Company borrowed the remaining $150,000 under the Note. On February 29, 2016, the full
$300,000 balance of the Note was repaid to the Sponsor.
Administrative Support Agreement
On February 23, 2016, the Company entered into an administrative support agreement pursuant to which it agreed to pay an
affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company's
liquidation, the Company will cease paying these monthly fees. For the period ended March 31, 2016, the Company paid the affiliate of the Sponsor $10,000 for such services.
5. Investment Held in Trust Account
On the IPO Closing Date, gross proceeds of $500,000,000 and $12,000,000 from the Public Offering and the Private Placement, respectively, less underwriting discounts of $10,000,000 and
$2,000,000 designated to fund the Company's accrued formation and offering costs (including the note payable to the Sponsor), business, legal and accounting due diligence expenses on prospective
acquisitions, and continuing general and administrative expenses, were placed in the Trust Account.
As
of March 31, 2016, marketable securities held in the Trust Account had a fair value of $500,062,592 which was invested in a money market instrument that invests in United
States Treasury Securities with original maturities of six months or less.
6. Deferred Underwriting Commission
The Company is committed to pay the Deferred Discount of 3.5% of the gross proceeds of the Public Offering, or $17,500,000, to the underwriters upon the Company's completion of an
Initial Business Combination. The underwriters are not entitled to receive any of the interest earned on Trust Account funds that would be used to pay the Deferred Discount, and no Deferred Discount
is payable to the underwriters if an Initial Business Combination is not completed within 24 months after the Public Offering.
7. Stockholders' Equity
Common Stock
The authorized common stock of the Company includes up to 200,000,000 shares of Class A Common Stock and 20,000,000 shares of
Class B Common Stock. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of
shares of Class A Common Stock which the Company is authorized to issue at the same time as the Company's stockholders vote on the Initial Business Combination to the extent the Company seeks
stockholder approval in connection with the Initial Business Combination. Holders of the Company's common stock are entitled to one vote for each share of common stock. At March 31, 2016, there
were 50,000,000 shares of Class A Common Stock, of which 47,877,332 were classified outside of permanent equity, and 12,937,500 shares of Class B Common Stock issued and outstanding. On
April 8, 2016, following the expiration of the underwriters' remaining
14
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SILVER RUN ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)
7. Stockholders' Equity (Continued)
over-allotment
option in connection with the Public Offering, the Sponsor forfeited 437,500 Founder Shares, so that the remaining 12,500,000 Founder Shares held by the Initial Stockholders would
represent 20.0% of the issued and outstanding shares of common stock.
Preferred Stock
The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences
as may be determined from time to time by the Company's board of directors. At March 31, 2016, there were no shares of preferred stock issued or outstanding.
8. Fair Value Measurements
The following table presents information about the Company's assets that are measured on a recurring basis as of March 31, 2016 and indicates the fair value hierarchy of the
valuation techniques that the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for
identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest rates and yield curves. Fair values determined
by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability.
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Description
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March 31, 2016
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Quoted Prices in
Active Markets
(Level 1)
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Significant Other
Observable
Inputs (Level 2)
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Significant Other
Unobservable
Inputs (Level 3)
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Investments held in Trust Account
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$
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500,062,592
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$
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500,062,592
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$
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$
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15
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