Current Report Filing (8-k)
October 18 2016 - 4:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 13, 2016
RSP PERMIAN, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
001-36264
|
|
90-1022997
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
3141 Hood Street, Suite 500
Dallas, Texas 75219
(Address of Principal Executive Offices)
(Zip Code)
(214)
252-2700
(Registrants Telephone Number, Including Area Code)
(Former name or former address, if changed since last report):
Not applicable
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 1.01
|
Entry into a Material Definitive Agreement.
|
On October 13, 2016, RSP Permian,
Inc., a Delaware corporation (the
Company
), entered into an Underwriting Agreement (the
Underwriting Agreement
) with Barclays Capital Inc., as representative of the underwriters listed in Schedule I thereto (the
Underwriters
), relating to the offer and sale (the
Offering
) of 22,000,000 shares of the Companys common stock, par value $0.01 per share (the
Common Stock
), by the Company at a price to
the public of $39.75 per share ($38.6071875 per share net of underwriting discounts and commissions). Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an aggregate of 3,300,000 additional
shares of the Common Stock.
The Underwriting Agreement contains customary representations and warranties, agreements and obligations,
closing conditions and termination provisions. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments the Underwriters may
be required to make in the event of any such liabilities.
The Company received official notice of exercise of the Underwriters
option to purchase the full 3,300,000 additional shares of Common Stock on October 14, 2016, which is expected to close simultaneously with the Offering on October 19, 2016. Net proceeds received by the Company from the sale of 25,300,000
shares of Common Stock will be approximately $976.8 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. As described in the prospectus supplement, dated October 13, 2016 and
filed with the Securities and Exchange Commission on October 17, 2016 (the
Prospectus
), the Company intends to use the net proceeds from this offering to fund the cash portion of the previously announced acquisitions.
As more fully described under the caption Underwriting in the Prospectus, the Underwriters and certain of their affiliates have,
from time to time, performed, and may in the future perform, various commercial and investment banking and financial advisory services for the Company and its affiliates, for which they received or may in the future receive customary fees and
expenses.
The foregoing description is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is
attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
A legal opinion related
to the shares sold pursuant to the Offering is filed herewith as Exhibit 5.1.
Item 9.01
|
Financial Statements and Exhibits.
|
(d) Exhibits.
|
|
|
Exhibit No.
|
|
Description
|
|
|
1.1
|
|
Underwriting Agreement, dated as of October 13, 2016, by and between RSP Permian, Inc. and Barclays Capital Inc., as representative of the several underwriters.
|
|
|
5.1
|
|
Opinion of Vinson & Elkins L.L.P.
|
|
|
23.1
|
|
Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto).
|
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
|
|
RSP PERMIAN, INC.
|
|
|
By:
|
|
/s/ James E. Mutrie
|
|
|
James E. Mutrie
|
|
|
General Counsel and Vice President
|
Dated: October 18, 2016
3
EXHIBIT INDEX
|
|
|
Exhibit No.
|
|
Description
|
|
|
1.1
|
|
Underwriting Agreement, dated as of October 13, 2016, by and between RSP Permian, Inc. and Barclays Capital Inc., as representative of the several underwriters.
|
|
|
5.1
|
|
Opinion of Vinson & Elkins L.L.P.
|
|
|
23.1
|
|
Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto).
|
4
RSP PERMIAN, INC. (NYSE:RSPP)
Historical Stock Chart
From Mar 2024 to Apr 2024
RSP PERMIAN, INC. (NYSE:RSPP)
Historical Stock Chart
From Apr 2023 to Apr 2024