The SHEP II Transaction
As previously announced, simultaneous with the Companys entry into the SHEP I Purchase Agreement, the Company also entered into that
certain Membership Interest Purchase and Sale Agreement, dated as of October 13, 2016 (the SHEP II Purchase Agreement), by and among the Company, Silver Hill Energy Partners II, LLC, a Delaware limited liability company (SHEP II
Seller), Silver Hill E&P II, LLC, a Delaware limited liability company (SHEP II) and Buyer. Pursuant to the terms of the SHEP II Purchase Agreement, the Company will convene a special meeting of the Company stockholders at
which the Company stockholders will be asked to vote to approve the issuance of Company Common Stock to SHEP II Seller as partial consideration for the acquisition of SHEP II (such approval, the Company Stockholder Approval). The
transactions contemplated by the SHEP II Purchase Agreement (collectively, the SHEP II Transaction, and together with the SHEP I Transaction, the SHEP Transactions) are expected to close in the first quarter of 2017.
The material terms of the SHEP II Purchase Agreement were reported under the heading SHEP Purchase Agreements in Item 1.01 of
the Companys Current Report on Form 8-K filed with the SEC on October 13, 2016 and are incorporated herein by reference. The description of the SHEP II Purchase Agreement is a summary only and is qualified in its entirety by reference to the
SHEP II Purchase Agreement, a copy of which was filed with the SEC as Exhibit 10.2 to the Companys Current Report on Form 8-K on October 13, 2016 and is incorporated herein by reference.
Additional Information about the SHEP II Transaction
This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation
of any vote or approval.
In connection with the SHEP II Transaction, the Company intends to file with the SEC a preliminary proxy
statement. The Company also plans to file other relevant documents with the SEC regarding the SHEP II Transaction. Any definitive proxy statement for the Company (if and when available) will be mailed to Company stockholders.
INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT(S) AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE SHEP II TRANSACTION.
Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents containing
important information about the Company, once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the
Companys internet website at http://www.rsppermian.com or by contacting the Companys Investor Relations Department by email at IR@rspermian.com or by phone at 214-252-2790.
Participants in the Solicitation
The
Company and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the SHEP II Transaction. Information about the directors and executive officers of the Company is set forth in
the Companys proxy statement for its 2016 annual meeting of stockholders, which was filed with the SEC on April 29, 2016. This document can be obtained free of charge from the sources indicated above.
Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when such materials become available. Investors should read the proxy statement carefully when it becomes available before making
any voting or investment decisions. You may obtain free copies of these documents from the Company using the sources indicated above.
Cautionary Statement Regarding Forward-Looking Information
Certain statements in this Current Report on Form 8-K, including, without limitation, statements containing the words believe,
expect, anticipate, plan, intend, foresee, will, may, should, would, could or other similar expressions, and statements regarding
the Companys business strategy and plans, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements are based on the Companys current expectations and beliefs concerning future developments and their potential effect on the Company. While management believes that these
forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting the Company will be those that management anticipates. The Companys forward-looking statements involve significant risks
and uncertainties (some of which are beyond the Companys control) and assumptions that could cause actual results to differ materially from the Companys historical experience and present expectations or projections. Important known
factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, failure to obtain the Company Stockholder Approval; the timing to consummate the SHEP II Transaction;
satisfaction of the conditions to closing of the SHEP II Transaction or that the closing of the SHEP II Transaction otherwise does not occur; the diversion of management time on transaction-related issues; the ultimate timing, outcome and results of
integrating SHEP I and SHEP II into the Company; the effects of the SHEP Transactions, including the Companys future financial condition, results of operations, strategy and plans; potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the SHEP Transactions; expected synergies and other benefits from the SHEP Transactions and the ability of the Company to realize such synergies and other benefits; the volatility of
commodity prices, product supply and demand, competition, access to and cost of capital, uncertainties about estimates of reserves and resource potential and the ability to add proved reserves in the future, the assumptions underlying production
forecasts, the quality of technical data, environmental and weather risks, including the possible impacts of climate change, the ability to obtain environmental and other permits and the timing thereof, government regulation or action, the costs and
results of drilling and operations, the availability of equipment, services, resources and personnel required to complete the Companys operating activities, access to and availability of transportation, processing and refining facilities, the
financial strength of counterparties to the Companys credit facility and derivative contracts and the purchasers of the Companys production and service providers to the Company, and acts of war or terrorism. For additional information
regarding known material factors that could cause the Companys actual results to differ from the Companys projected results, please see Part I, Item 1A. Risk Factors in the Companys Annual Report on Form 10-K
for the year ended December 31, 2015 and our subsequent Quarterly Reports on Form 10-Q.
Readers are cautioned not to place undue
reliance on forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information,
future events or otherwise.
(d) Exhibits.
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Exhibit No.
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Description
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99.1
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News Release, dated November 28, 2016, titled RSP Permian, Inc. Completes Acquisition of Silver Hill Energy Partners, LLC
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