RSPP Rsp Permian, Inc. (delisted)

Other Matters

Prior to the initial contact on August 10, 2016, as described in “The Transaction—Background of the Transaction,” RSP had no pre-existing affiliations with SHEP I, SHEP II, the SHEP I Seller, the SHEP II Seller or any of their respective affiliates.

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THE SPECIAL MEETING

This proxy statement is being provided to RSP stockholders as part of a solicitation of proxies by the RSP Board for use at the Special Meeting to be held at the time and place specified below and at any properly convened meeting following an adjournment or postponement thereof. This proxy statement provides RSP stockholders with information they need to know to be able to vote or instruct their vote to be cast at the Special Meeting.

Date, Time and Place

The Special Meeting will be held at on            ,            , 2017, at                a.m., local time, in                  at                              located at                                                              .

Purpose of the Special Meeting

At the Special Meeting, RSP stockholders will be asked to consider and vote on the following:

Completion of the Transaction is not conditioned on approval of the Stock Issuance Proposal, but failure to obtain stockholder approval of the Stock Issuance Proposal will cause adjustment to the consideration to be paid to the SHEP II Seller in the Transaction.

Recommendation of the RSP Board

At a meeting held on October 9, 2016, the RSP Board determined that the transactions contemplated by the Purchase Agreement, including the Transaction and the issuance of RSP common stock to the SHEP II Seller in the Transaction, are in the best interests of RSP and RSP LLC. The RSP Board unanimously recommends that RSP stockholders vote “FOR” the Stock Issuance Proposal and “FOR” the Adjournment Proposal. For more information regarding the factors considered by the RSP Board in reaching its decisions relating to its recommendation, see the section titled “The Transaction—Reasons for the SHEP Acquisitions; Recommendation of the RSP Board.”

RSP stockholders should read carefully this proxy statement, including any documents incorporated by reference, and Annex A in their entirety for more detailed information concerning the Transaction, the Stock Issuance and the other transactions contemplated by the Purchase Agreement.

Record Date; Stockholders Entitled to Vote

The Record Date for the Special Meeting is January 19, 2017. Only record holders of shares of RSP common stock at the close of business on such date are entitled to notice of, and to vote at, the Special Meeting. At the close of business on the Record Date, RSP’s only outstanding class of voting securities was RSP common stock, and there were              shares of RSP common stock issued and outstanding. A list of RSP stockholders of record who are entitled to vote at the Special Meeting will be available for inspection by any RSP stockholder for any purpose germane to the Special Meeting during ordinary business hours for the ten days preceding the Special Meeting at RSP’s executive offices at 3141 Hood Street, Suite 500, Dallas, Texas 75219 and will also be available at the Special Meeting for examination by any stockholder present at such meeting.

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Except for the SHEP I RSP Shares, which are ineligible to be voted at the Special Meeting, each share of RSP common stock outstanding on the Record Date for the Special Meeting is entitled to one vote on each proposal and any other matter coming before the Special Meeting.

Voting by RSP’s Directors and Executive Officers

At the close of business on the Record Date, RSP directors and executive officers were entitled to vote shares of RSP common stock or approximately     % of the shares of RSP common stock outstanding on that date. The RSP directors and executive officers are currently expected to vote their shares in favor of both proposals.

Quorum

Stockholders who hold shares representing at least a majority of the voting power of all outstanding shares of capital stock entitled to vote at the Special Meeting must be present in person or represented by proxy to constitute a quorum. If a quorum is not present at the Special Meeting, or if a quorum is present at the Special Meeting but there are not sufficient votes at the time of the Special Meeting to approve the Stock Issuance Proposal, then the chairman of the meeting has the power to adjourn the meeting, or, alternatively, RSP stockholders may be asked to vote on a proposal to adjourn the Special Meeting in order to permit the further solicitation of proxies. No notice of an adjourned meeting need be given unless the adjournment is for more than 30 days or, after the adjournment, a new record date is fixed for the adjourned meeting, in which cases a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the adjourned meeting. At any adjourned meeting, all proxies will be voted in the same manner as they would have been voted at the original convening of the Special Meeting, except for any proxies that have been effectively revoked or withdrawn prior to the adjourned meeting.

All shares of RSP common stock represented at the Special Meeting, including shares that are represented but that vote to abstain from voting on one or more proposals, will be treated as present for purposes of determining the presence of a quorum. Broker non-votes (if any) will not be treated as present for purposes of determining the presence of a quorum.

Required Vote

The required vote to approve the respective proposals are as follows:

Voting of Proxies by Holders of Record

If you were a record holder of RSP stock at the close of business on the Record Date, a proxy card is enclosed for your use. RSP requests that you vote your shares as promptly as possible by (i) accessing the internet site listed on the proxy card, (ii) calling the toll-free number listed on the proxy card or (iii) submitting your proxy card by mail by using the provided self-addressed, stamped envelope. Information and applicable deadlines for voting

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through the internet or by telephone are set forth on the enclosed proxy card. When the accompanying proxy is returned properly executed, the shares of RSP common stock represented by it will be voted at the Special Meeting in accordance with the instructions contained in the proxy card. Your internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you had marked, signed and returned a proxy card.

If a proxy is returned without an indication as to how the shares of RSP common stock represented are to be voted with regard to a particular proposal, the shares of RSP common stock represented by the proxy will be voted in accordance with the recommendation of the RSP Board and, therefore, “FOR” the Stock Issuance Proposal and “FOR” the Adjournment Proposal.

At the date hereof, the RSP Board has no knowledge of any business that will be presented for consideration at the Special Meeting and that would be required to be set forth in this proxy statement or the related proxy card other than the matters set forth in RSP’s Notice of Special Meeting of Stockholders. If any other matter is properly presented at the Special Meeting for consideration and the RSP Board is not aware of any such matter a reasonable time before the Special Meeting, it is intended that the person named in the enclosed form of proxy and acting thereunder will vote in accordance with his best judgment on such matter.

Your vote is important. Accordingly, if you were a record holder of RSP common stock on the Record Date, please sign and return the enclosed proxy card or vote via the internet or telephone regardless of whether you plan to attend the Special Meeting in person. Proxies submitted through the specified internet website or by phone must be received by 11:59 p.m., Eastern Time, on                , 2017 to ensure that the proxies are voted.

Shares Held in Street Name

If you hold shares of RSP common stock through a broker, bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” The “record holder” of such shares is your broker, bank or other nominee, and not you, and you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to RSP or by voting in person at the Special Meeting unless you have a “legal proxy,” which you must obtain from your broker, bank or other nominee. Furthermore, brokers, banks or other nominees who hold shares of RSP common stock on behalf of their customers may not give a proxy to RSP to vote those shares without specific instructions from their customers.

If you are a RSP stockholder and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee may not vote your shares on any of the proposals.

Voting in Person

If you plan to attend the Special Meeting and wish to vote in person, you will be given a ballot at the Special Meeting. If you are a registered stockholder, please be prepared to provide proper identification, such as a driver’s license, at the Special Meeting. If your shares are held in “street name,” you must bring to the Special Meeting a proxy executed in your favor from the record holder (your broker, bank or other nominee) of the shares authorizing you to vote at the Special Meeting.

Revocation of Proxies

If you are the record holder of RSP common stock, you can change your vote or revoke your proxy at any time before your proxy is voted at the special meeting. You can do this by:

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A registered stockholder may revoke a proxy by any of these methods, regardless of the method used to deliver the stockholder’s previous proxy. Written notices of revocation and other communications with respect to the revocation of proxies should be addressed as follows:

RSP Permian, Inc.

3141 Hood Street, Suite 500

Dallas, Texas 75219

(214) 252-2700

Attention: Corporate Secretary

If you hold your shares in “street name” through a broker, bank or other nominee and deliver voting instructions to the record holder of those shares, you may only revoke the voting of those shares in accordance with your instruction if the record holder revokes the original proxy as directed above and either resubmits a proxy card reflecting your voting instructions or delivers to you a legal proxy giving you the right to vote the shares.

Solicitation of Proxies

RSP is soliciting proxies for the Special Meeting from its stockholders. RSP will pay the cost of soliciting proxies from its stockholders, including the cost of mailing this proxy statement. In addition to solicitation of proxies by mail, proxies may be solicited by RSP’s officers, directors and regular employees, without additional remuneration, by personal interview, telephone or other means of communication.

RSP will make arrangements with brokerage houses, custodians, nominees and fiduciaries to forward proxy solicitation materials to beneficial owners of RSP common stock. RSP may reimburse these brokerage houses, custodians, nominees and fiduciaries for their reasonable expenses incurred in forwarding the proxy materials.

To help ensure the presence in person or by proxy of the holders of the largest number of shares of RSP common stock possible, RSP has engaged Okapi Partners LLC, a proxy solicitation firm, to solicit proxies on RSP’s behalf. RSP has agreed to pay Okapi Partners LLC a proxy solicitation fee not to exceed $11,250, plus reimbursement of certain costs and expenses.

Adjournments

The Special Meeting may be adjourned from time to time by the chairman of the meeting or by the affirmative vote of a majority of the shares of RSP common stock, present in person or by proxy at the Special Meeting and entitled to vote thereon, without further notice other than by an announcement made at the special meeting. If a quorum is not present at the Special Meeting, or if a quorum is present at the Special Meeting but there are not sufficient votes at the time of the Special Meeting to approve the Stock Issuance Proposal, then the chairman of the meeting has the power to adjourn the meeting, or, alternatively, RSP common stockholders may be asked to vote on a proposal to adjourn the Special Meeting in order to permit the further solicitation of proxies.

Other Information

Representatives of our principal accountants for the current year and for the fiscal year ended December 31, 2016 are not expected to attend the Special Meeting.

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THE TRANSACTION

The following is a summary of the material terms of the Transaction. The issuance of RSP common stock to the SHEP II Seller in the Transaction is intended to be exempt from the registration requirements of the Securities Act, and we expect to rely upon Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder for an exemption from registration. Stockholders are urged to carefully read the Purchase Agreement that is attached to this proxy statement as Annex A because it is the legal document governing the Transaction.

Background of the Transaction

Since the Company’s IPO, RSP’s senior management and the RSP Board regularly review and discuss the Company’s performance, prospects and potential strategic opportunities to increase value for the Company’s shareholders. In connection with these reviews, the Company’s senior management and the RSP Board evaluate potential transactions and acquisition targets that would further the Company’s strategic objectives and enhance the value of the Company.

On August 10, 2016, Kyle Miller, the Chief Executive Officer of SHEP I and SHEP II (collectively, “Silver Hill”), and representatives of Jefferies & Company, Inc. (“Jefferies”), Silver Hill’s financial advisors, met with Steve Gray, the Company’s Chief Executive Officer, and Erik Daugbjerg, the Company’s Vice President of Land and Business Development, to provide an overview of Silver Hill’s assets (the “Assets”) and discuss whether the Company would be interested in acquiring Silver Hill (the “Proposed Transaction”). Mr. Miller and representatives of Jefferies advised Messrs. Gray and Daugbjerg that the Silver Hill management team and its private equity sponsors, funds affiliated with Kayne Anderson Capital Advisors, L.P. (“Kayne Anderson”), were actively pursuing an initial public offering for Silver Hill, but were interested in determining whether a select, targeted group of strategic buyers might be interested in acquiring Silver Hill in lieu of the initial public offering. Messrs. Gray and Daugbjerg responded that the Company might be interested, but the Company would need to review the Assets in detail. The representatives of Jefferies advised that they would send the Company a confidentiality agreement (the “Confidentiality Agreement”) between the Company and Silver Hill and once executed, Jefferies would arrange to provide the Company with detailed information about the Assets. After the meeting with Jefferies and Silver Hill, Messrs. Gray and Daugbjerg met with Mr. Scott McNeill, the Company’s Chief Financial Officer, Zane Arrott, the Company’s Chief Operating Officer, and James Mutrie, the Company’s Vice President, General Counsel and Corporate Secretary, to discuss the potential fit of the Assets with the Company, the possible structure of the Proposed Transaction and the possible sources of funding.

On August 16, 2016, the Company entered into the Confidentiality Agreement and, on August 17, 2016, the Company was given access to an electronic data room containing due diligence documentation concerning Silver Hill. On August 23, 2016, Mr. Daugbjerg and other employees of the Company traveled to Jefferies’ offices in Houston, Texas for a detailed, technical review of the Assets. Based on the detailed presentation and the review of the materials in the electronic data room, the Company began preparing its assessment of the Assets and preliminary valuation of Silver Hill for senior management based on, among other items, (i) an internal analysis of subsurface geology, a 3D seismic review and a petrophysical evaluation across the Assets’ acreage, (ii) data from wells on the Assets and other publicly-available well-data near the Assets, (iii) the lease operating statements of Silver Hill and other operators in the area to determine projected CAPEX and lease operating expenses, (iv) existing infrastructure on the Assets, (v) existing contractual agreements covering the Assets, including oil and gas gathering agreements, and (vi) various third-party and internal sources to confirm well performance, CAPEX, operating costs and current market acreage valuation ranges. On August 31, 2016, the Company’s senior management reviewed the completed, preliminary internal evaluation of Silver Hill and its potential attractiveness to RSP as an acquisition opportunity.

On September 2, 2016, the Company’s senior management met with representatives of RBC Capital Markets, LLC (“RBCCM”) and Goldman, Sachs & Co. (“Goldman”) to assist the RSP Board and senior management in evaluating the Proposed Transaction and assist with potential financing, including potential bridge loan facilities to help facilitate such a transaction. On September 7, 2016, Mr. Mutrie contacted representatives of Vinson & Elkins L.L.P. (“V&E”), to request that V&E serve as the Company’s legal counsel

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in connection with the Proposed Transaction. The Company was interested in engaging each of RBCCM, Goldman and V&E based on their knowledge and familiarity with the oil and gas industry and past experience representing companies in acquisitions similar to the Proposed Transaction, and their prior experience assisting RSP with financing and other strategic matters.

On September 13, 2016, members of senior management presented to the RSP Board a detailed description of the Assets, the Proposed Transaction (including RSP’s internal valuation model) and senior management and the RSP Board discussed the rationale to consider acquiring Silver Hill, including, among others reasons, (i) creating a diversified Permian Basin growth platform located in both sub-basins of the Permian Basin by expanding the Company’s Midland Basin footprint into the Delaware Basin, (ii) nearly immediately doubling the Company’s core acreage position and, by the end of 2017, potentially doubling the Company’s production, (iii) enhancing the Company’s liquidity, market capitalization and scale for financing, capital markets and future transaction opportunities and (iv) potentially closing a transaction that the Company and its advisors expected to be accretive to the Company’s key financial metrics. After a robust discussion, the RSP Board approved delivering a non-binding indication of interest to Silver Hill on September 15, 2016, indicating that the Company would consummate the Proposed Transaction for $2.1 billion, through a combination of approximately $800 million in cash and $1.3 billion in RSP common stock, subject to certain conditions. The RSP Board also approved engaging RBCCM and Goldman as the Company’s financial advisors.

On September 15, 2016, members of senior management of the Company met with members of senior management of Silver Hill and representatives from Jefferies and delivered the Company’s indication of interest. The parties discussed various matters regarding the Proposed Transaction, including, the amount and form of consideration, the strategic fit of combining the companies and the potential creation of long-term shareholder value from the combination, the acreage, production and other metrics of the post-transaction combined company and the possible structures and other legal considerations regarding the Proposed Transaction. At the end of the meeting, Jefferies advised they would send the Company a draft form of the Membership Interest Purchase and Sale Agreement (the “Form Purchase Agreement”) for the Proposed Transaction, and the Company indicated it would submit a formal proposal by September 23, 2016, as requested by Jefferies. On September 15, 2016, Jefferies sent the Form Purchase Agreement to the Company.

After the September 15, 2016 meeting, the Company, with the assistance of RBCCM, Goldman and V&E, continued its due diligence review of Silver Hill. On September 21, 2016, senior management of the Company, advisors from RBCCM and Goldman and the RSP Board reviewed additional materials prepared by the Company and its advisors regarding the Proposed Transaction, including, but not limited to, the strategic rationale for the Proposed Transaction, the leases and lands to be acquired in the Proposed Transaction, a detailed valuation analysis of Silver Hill’s assets, RBCCM’s and Goldman’s financial model, based on input from the Company’s senior management, for the potential September 23, 2016 offer and the combined Company, a cash-flow sensitivity analysis, an earnings per share and net asset valuation accretion/dilution model and a legal analysis of the Form Purchase Agreement. After a thorough discussion, the RSP Board approved delivering a formal bid to Silver Hill for $800 million in cash and 38 million shares of common stock of the Company, implying a purchase price of $2.3 billion with the authority for senior management to increase the proposal up to $2.5 billion in aggregate consideration through a mix of cash and stock, subject to negotiating a final Form Purchase Agreement, the delivery of fairness opinions by RBCCM at the time of signing the final SHEP I Purchase Agreement and the Purchase Agreement and the RSP Board’s ultimate approval of the Proposed Transaction.

On September 23, 2016, the Company delivered its bid to acquire Silver Hill on the following terms, among others, and subject to negotiation of the final Form Purchase Agreement: (i) the Company would acquire the membership interests of Silver Hill for total consideration of $2.3 billion, based on the 20-day volume weighted average price (“VWAP”) ending September 23, 2016, comprised of $800 million in cash and 38 million shares of common stock of the Company, (ii) the Company would pay a $100 million cash deposit upon signing the final Form Purchase Agreement, (iii) the Company would be entitled to a thirty-day title and environmental review period and (iv) the final Form Purchase Agreement would contain standard representations, warranties and covenants for both parties.

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On September 26, 2016 and September 27, 2016, senior management of the Company and representatives of Jefferies engaged in ongoing discussions about the rationale and strategic fit of the Proposed Transaction and the structuring of the transaction, including the consideration. As a result of these discussions, further analysis of the Proposed Transaction by RSP and prior approval authority of the RSP Board to alter the consideration mix and amount up to a possible $2.5 billion on September, 27, 2016, the Company raised its offer to $2.4 billion, based on the 20-day VWAP ending September 27, 2016 and modified the consideration mix to $900 million in cash and 39 million shares of RSP common stock. On September 28, 2016, representatives of Jefferies advised senior management of the Company that RSP had not won the bidding process.

During the time period of the Silver Hill negotiations, senior management of the Company continued to evaluate other potential acquisition opportunities, including one material opportunity in the Midland Basin, and discussed those opportunities with the RSP Board. On October 4, 2016, Mr. Daugbjerg delivered a non-binding offer to acquire the opportunity in the Midland Basin and was advised by the seller’s financial representative that RSP was one of the two possible winning bidders for the acquisition. Later on October 4, 2016, Mr. Daugbjerg had discussions with Jefferies to clarify certain aspects of RSP’s prior proposal in terms of overall consideration, the mix of consideration and timing aspects of the Proposed Transaction and that RSP had additional authority authorized by the RSP Board to alter the mix of consideration and flexibility to move above RSP’s last offer in the event negotiations bogged down with the winning bidder.

On October 5, 2016, representatives from Jefferies contacted Mr. Gray to inform the Company that negotiations with the third-party that had prevailed in the initial bid process for Silver Hill had stalled and Silver Hill would consider transacting with RSP if the Company and Silver Hill could quickly agree to terms on a definitive purchase agreement and modifications to RSP’s last submitted purchase price offer that included, among other things, more cash consideration and less stock consideration. At that time, Mr. Gray also advised Jefferies that RSP was the potential winner of another material transaction , which would be decided soon. Mr. Gray further advised Jefferies that if RSP consummated the Midland transaction, it would preclude RSP from making another material acquisition such as Silver Hill and, as a result, if Silver Hill was interested in transacting with RSP, RSP agreed that the parties needed to agree on terms for the Proposed Transaction quickly. Mr. Gray discussed these matters with Messrs. McNeill, Arrott, Daugbjerg and Mutrie and members of the RSP Board and they were all in favor of resuming negotiations with Jefferies and Silver Hill as the Company and the RSP Board deemed the Silver Hill assets and transaction as more appealing to the Company with considerably more potential upside than the Midland Basin opportunity, which still had not been awarded to RSP.

On October 6, 2016, Mr. Gray recommenced discussions with representatives of Jefferies regarding the Proposed Transaction. After substantial discussion, Mr. Gray and representatives of Jefferies agreed in principle that the Company would modify its mix of consideration to include more cash and less stock and agreed to acquire Silver Hill for $2.4 billion in consideration, which included $1.25 billion in cash and 31 million shares of common stock of RSP, agreed to separate closing dates on SHEP I and SHEP II to accommodate a required shareholder vote to issue the shares of the SHEP II transaction, and subject to the negotiation of a definitive purchase agreement.

On October 3, 2016, Goldman asked for and received a release as a financial advisor to the Company in the Proposed Transaction as a result of potential Goldman conflict. As a result, the Company engaged Barclays Capital Inc. (“Barclays”) on October 7, 2016 to act as a co-financial advisor along with RBCCM in connection with the Proposed Transaction. The Company selected Barclays based on its knowledge and familiarity with the oil and gas industry and RSP, and its past experience representing companies in acquisitions similar to the Proposed Transaction as well as its extensive prior involvement assisting RSP in its financing of prior acquisitions.

On October 7, 2016, the Company was provided with an updated draft of the Form Purchase Agreement for review and comment, as well as additional due diligence materials related to Silver Hill. The draft Form

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Purchase Agreement, which Silver Hill representatives advised would later be broken into two purchase agreements, one for each of SHEP I and SHEP II, provided that the Company would acquire 100% of the outstanding membership interests of SHEP I and SHEP II for total consideration of $1.25 billion in cash and 31 million shares of common stock of the Company, the Company would pay a deposit at the signing of the final Form Purchase Agreements equal to 5% of the total purchase price on an unadjusted basis for Silver Hill and the Company would be entitled to a thirty-day title and environmental defect review period. The Form Purchase Agreement noted that the SHEP I Purchase Agreement would contain additional terms regarding the treatment of employees of SHEP I and the provision of transition services in the interim period between the closing of the SHEP I acquisition and the closing of the SHEP II acquisition pursuant to the terms of a negotiated transition services agreement (the “Transition Services Agreement”). The Company and its advisors commenced their review of due diligence materials provided by Silver Hill and participated by telephone in discussions with the Company regarding transaction structure matters, the terms of the Form Purchase Agreement and the Proposed Transaction and the proposed due diligence process.

On October 8, 2016, Messrs. Gray, Daugbjerg and Mutrie met with Mr. Miller and representatives of Jefferies and Kayne Anderson to review and discuss the terms of the Form Purchase Agreement and the potential timeline to consummate the Proposed Transaction. After negotiation and agreement by the Company and Silver Hill on certain issues in the Form Purchase Agreement, Mr. Mutrie discussed the revisions to the Form Purchase Agreement with V&E and V&E revised the Form Purchase Agreement accordingly. V&E also prepared updated drafts of certain ancillary transaction documents, including a registration rights agreement pursuant to which the SHEP Sellers would have certain registration rights with respect to the shares of RSP common stock received by them as consideration in the Proposed Transaction (the “Registration Rights Agreement”).

On October 9, 2016, the Company had further discussions with its advisors regarding the Proposed Transaction and the terms and conditions of the Form Purchase Agreement. The Company and its advisors also prepared materials for a presentation to the RSP Board regarding the terms and conditions of the Proposed Transaction and the Form Purchase Agreement. In addition, the Company and its advisors continued to review due diligence materials provided by Silver Hill. Later on October 9, 2016, after approval by Mr. Mutrie, an updated draft of the Form Purchase Agreement was sent to counsel for Silver Hill, which provided for certain changes to the initially proposed terms of the Form Purchase Agreement, including, among others, that the Company would be required to have binding commitments, cash on hand or availability under credit facilities for purposes of the consideration to be paid pursuant to the Form Purchase Agreement thirty days prior to closing, as opposed to on the execution date as was initially proposed, the ability of the RSP Board to change its recommendation if required by its duties under applicable law, which was not provided for previously, and provisions requiring Silver Hill to provide certain financial information to the Company, including audited financial statements, to the extent not provided as of the execution date.

On October 9, 2016, the Company and its representatives had a telephone conference with Silver Hill and its representatives to discuss the draft Form Purchase Agreement, including, among other issues, the ability of SHEP I and SHEP II to deliver requisite financial information and the appropriate timeframe for the Company to have sufficient cash on hand or binding commitments for closings under the Form Purchase Agreements for each of SHEP I and SHEP II. Also on October 9, 2016, representatives of Silver Hill provided the Company and its representatives with an updated draft of the Form Purchase Agreement reflecting negotiations between the parties. The updated draft provided for the addition of a covenant regarding the transfer of certain employees of SHEP I to an affiliate of the SHEP Sellers for the duration of the period between the closing of the SHEP I Acquisition and the closing of the Transaction and an exclusivity period applicable to Silver Hill from the execution date until the closing date.

On the evening of October 9, 2016, Messrs. Gray, McNeill and Mutrie led the RSP Board in a discussion of the events since the last Board meeting that had enabled the Company to be selected as the winning bidder for the Proposed Transaction, the terms of the Form Purchase Agreement, the consideration to be paid to Silver Hill for the Proposed Transaction, the proposed method of fundings for the consideration and the Company’s leverage

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and other financial metrics upon the consummation of the funding and the Proposed Transaction. A representative of RBCCM then discussed RBCCM’s fairness opinions to be delivered to the RSP Board. After a thorough discussion, the RSP Board approved the Proposed Transaction, the Form Purchase Agreement, the Registration Rights Agreement and other ancillary documents, with such changes as necessary that would be made by the Company’s authorized officers and consistent with the terms of the RSP Board’s approval.

On October 10, 2016, the Company received a draft of the SHEP I Purchase Agreement based on the Form Purchase Agreement that had been negotiated and an initial draft of the Transition Services Agreement. The Company and its representatives also prepared a draft form of Stockholders Agreement, which would limit the ability of the SHEP Sellers to acquire additional stock in the Company subsequent to the consummation of the Proposed Transaction (the “Stockholders Agreement”). As discussed between the parties and previously agreed, the draft SHEP I Purchase Agreement contained additional terms regarding the treatment of SHEP I’s employees and did not contain terms providing for a Company shareholder vote, which was solely provided for in the Form Purchase Agreement to be applicable to the SHEP II closing. The SHEP I Purchase Agreement also contemplated a November closing date. The Company, its representatives and Silver Hill and their representatives continued to discuss the terms of the SHEP I Purchase Agreement throughout the day on October 10, 2016. Throughout the day, the Company and Silver Hill also continued to negotiate the Transition Services Agreement and a form of mutual release of claims between SHEP I, SHEP II and certain of their respective officers (the “Mutual Release”). Silver Hill also provided the Company with exhibits and schedules to the Form Purchase Agreements through the course of the day, which the Company reviewed.

On October 11, 2016, the parties continued to negotiate the Transition Services Agreement, the Mutual Release, the Stockholders Agreement, the Registration Rights Agreement, the SHEP I Purchase Agreement and the draft SHEP II Purchase Agreement provided by representatives of Silver Hill, including the terms regarding the Company’s committed financing arrangements and the appropriate releases from the SHEP Sellers as well as appropriate survival periods and recourse for the breaches of representations, warranties and covenants contained in the form Purchase Agreements.

On the evening of October 11, 2016, the Company and the SHEP Sellers agreed to final forms of the Purchase Agreements. During the following two days, the parties worked to finalize the exhibits and schedules to the Purchase Agreements and all ancillary documents, including the Transition Services Agreement, the Mutual Release, the Stockholders Agreement and the Registration Rights Agreement.

On October 12, 2016, RBCCM delivered its fairness opinions to the RSP Board in connection with the SHEP I Acquisition and the Transaction. For details of RBCCM’s fairness opinion with regard to the Transaction, please see “—Opinion of RSP’s Financial Advisor” below.

On the morning of October 13, 2016, all exhibits and schedules and ancillary documents to each of the Purchase Agreements were in final and agreed form and the parties executed the agreements.

Reasons for the SHEP Acquisitions; Recommendation of the RSP Board

In approving the SHEP I Purchase Agreement and the Purchase Agreement and recommending approval of the issuance of shares of RSP common stock to the SHEP Sellers as part of the consideration, the RSP Board consulted with members of RSP’s senior management, as well as with RSP’s outside legal and financial advisors. The RSP Board also considered a number of factors that the RSP Board viewed as bearing on its decisions.

The principal factors that the RSP Board viewed as supporting its decisions were:

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In addition to considering the factors above, the RSP Board also considered the following factors:

The RSP Board weighted the foregoing against certain potentially negative factors, including:

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This discussion of the information and factors considered by the RSP Board in reaching its conclusions and recommendation includes the principal factors considered by the RSP Board, but is not intended to be exhaustive and may not include all of the factors considered by the RSP Board. In view of the wide variety of factors considered in connection with its evaluation of the SHEP Acquisitions and the other related transactions, and the complexity of these matters, the RSP Board did not find it useful and did not attempt to quantify, rank or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the SHEP Acquisitions and the other related transactions, and to make its recommendation to RSP stockholders. Rather, the RSP Board viewed its decisions as being based on the totality of the information presented to it and the factors it considered, including its discussions with, and questioning of, members of RSP’s senior management and outside legal and financial advisors. In addition, individual members of the RSP Board may have assigned different weights to different factors.

The RSP Board has approved the SHEP Acquisitions, the SHEP I Purchase Agreement and the Purchase Agreement and determined that the SHEP Acquisitions and the other transactions contemplated by the SHEP I Purchase Agreement and the Purchase Agreement, including the issuance of shares of RSP common stock to the SHEP Sellers in connection with the SHEP Acquisitions, are in the best interests of RSP and its stockholders.

Accordingly, the RSP Board unanimously recommends that the RSP stockholders vote “FOR” the proposal to approve the issuance of shares of RSP common stock to the SHEP II Seller in connection with the Transaction.

Opinion of RSP’s Financial Advisor

On October 12, 2016, RBCCM rendered its written opinion to the RSP Board that, as of that date and subject to the assumptions, limitations, qualifications and other matters set forth therein, the Implied Base Purchase Price was fair, from a financial point of view, to RSP LLC and RSP. The full text of RBCCM’s written opinion dated October 12, 2016 is attached to this proxy statement as Annex II and constitutes part of this proxy statement. RBCCM’s opinion was approved for issuance by RBCCM’s Fairness Opinion Committee. This summary of RBCCM’s opinion is qualified in its entirety by reference to the full text of the opinion. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications of the review undertaken by RBCCM in rendering its opinion.

RBCCM’s opinion was provided for the benefit, information and assistance of the RSP Board (in its capacity as such) in connection with its evaluation of the Transaction. RBCCM’s opinion did not address the underlying business decision of RSP to engage in the Transaction or the relative merits of the Transaction compared to any alternative business strategy or transaction that may be available with respect to SHEP II or RSP or its affiliates or in which RSP or its affiliates might engage. RBCCM’s opinion and the analyses performed by RBCCM in connection with its opinion, as reviewed by the RSP Board, were only two of many factors taken into consideration by the RSP Board in connection with its evaluation of the Transaction. RBCCM’s opinion does not constitute a recommendation to any holder of RSP common stock as to how such holder should vote with respect to the Transaction or any other proposal to be voted upon by them in connection with the Transaction.

The RBCCM opinion addresses only the fairness, from a financial point of view and as of October 12, 2016, to RSP LLC and RSP of the Implied Base Purchase Price to be paid in the Transaction and does not in any way address other terms, conditions or implications of the Transaction or the Purchase Agreement, including, without limitation, the form or structure of the Transaction, any adjustments to or allocation of the Implied Base Purchase Price or the Aggregate Base Purchase Price (as defined in the Purchase Agreement) or any other agreement, arrangement or understanding to be entered into in connection with or contemplated by the Transaction or

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otherwise. RBCCM did not evaluate the solvency or fair value of SHEP II, RSP LLC, RSP or any other entity under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. RBCCM did not express any opinion as to any legal, regulatory, tax or accounting matters, as to which it understood that RSP obtained such advice as it deemed necessary from qualified professionals. Further, in rendering its opinion, RBCCM did not express any view on, and its opinion does not address, the fairness of the amount or nature of the compensation (if any) to any officers, directors or employees of any party, or class of such persons, relative to the Implied Base Purchase Price or otherwise.

In rendering its opinion, RBCCM assumed and relied upon the accuracy and completeness of all information that was reviewed by it, including all of the financial, legal, tax, accounting, operating and other information provided to or discussed with RBCCM by or on behalf of RSP, and upon the assurances of the management of RSP that it was not aware of any relevant information that had been omitted or that remained undisclosed to RBCCM. RBCCM did not assume responsibility for independently verifying and did not independently verify such information. RBCCM assumed, at the direction of RSP, that the Reserve Reports (as defined below) and other information and data relating to SHEP II and RSP utilized in RBCCM’s analyses, including the Forecasts (as defined below), were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments as to the oil and gas reserves and future financial condition and prospects of SHEP II and RSP and the other matters covered thereby and that the crude oil and natural gas commodity pricing and discounting of reserve categories discussed with the management of RSP were an appropriate basis upon which to evaluate each of SHEP II and RSP. RBCCM expressed no opinion as to such Reserve Reports and other information and data or the assumptions upon which they were based. RBCCM relied upon the assessments of the management of RSP as to future oil and natural gas drilling and production, market and cyclical trends and prospects relating to the oil and natural gas industry, regulatory matters with respect thereto and the potential impact thereof on each of SHEP II and RSP, and RBCCM assumed, at the direction of RSP, that there will be no developments with respect to any of the foregoing that would be meaningful to RBCCM’s analyses or opinion. RBCCM also assumed, at the direction of RSP, that any adjustments to the Implied Base Purchase Price would not be meaningful in any respect to its analyses or opinion.

In rendering its opinion, RBCCM did not assume any responsibility to perform, and did not perform, an independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of, or relating to, either SHEP II or RSP, and RBCCM was not furnished with any such valuations or appraisals, other than the Reserve Reports. RBCCM did not assume any obligation to conduct, and did not conduct, any physical inspection of the properties or facilities of either SHEP II or RSP. RBCCM is not an expert in the evaluation of oil and gas reserves, drilling or production levels and it expressed no view as to the reserve quantities, or the development or production (including, without limitation, as to the feasibility or timing), of any oil or gas reserves of SHEP II, RSP or otherwise. RBCCM also expressed no view as to future crude oil, natural gas and related commodity prices utilized in its analyses, which prices are subject to significant volatility and which, if different than as assumed, could have a material impact on RBCCM’s analyses or opinion.

RBCCM assumed that the Transaction would be consummated in accordance with the terms of the Purchase Agreement, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary regulatory or third party approvals, consents and releases for the Transaction, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on SHEP II, RSP or any of its affiliates or the Transaction or that otherwise would be meaningful in any respect to RBCCM’s analyses or opinion. In addition, RBCCM assumed that the executed version of the Purchase Agreement would not differ, in any respect meaningful to its analyses or opinion, from the Draft Agreement (as defined below).

RBCCM’s opinion speaks only as of the date thereof, was based on the conditions as they existed and information which RBCCM was supplied as of the date thereof, and is without regard to any market, economic, financial, legal, or other circumstances or event of any kind or nature which may exist or occur after such date. RBCCM did not undertake to reaffirm or revise its opinion or otherwise comment upon events occurring after the

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date thereof and does not have an obligation to update, revise or reaffirm its opinion. RBCCM did not express any opinion as to the prices at which RSP common stock has traded or would trade following the announcement of the Transaction or will trade following the consummation of the Transaction.

For the purposes of rendering its opinion, RBCCM undertook such review, inquiries and analyses as RBCCM deemed necessary or appropriate under the circumstances, including the following:

Set forth below is a summary of the material financial analyses performed by RBCCM in connection with the rendering of its opinion. The order of analyses described does not represent relative importance or weight given to those analyses by RBCCM. Some of the summaries of the financial analyses include information presented in tabular format. To fully understand the summary of the analyses used by RBCCM, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the analysis.

For purposes of its analyses, RBCCM reviewed a number of financial and operating metrics, including:

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Unless the context indicates otherwise, the analyses performed below were calculated using (i) the closing price of RSP common stock and the closing prices of the selected U.S. companies in the acquisition, exploration, development and production of oil and natural gas business (“E&P”) as of October 12, 2016, (ii) historical financial and operating data for RSP and the selected companies based on publicly available information for each company as of October 12, 2016, and (iii) transaction values for the target companies derived from the selected transactions analysis described below, calculated as of the announcement date of the relevant transaction based on the estimated purchase prices announced on such date for the selected transactions. Accordingly, this information may not reflect current or future market conditions. The calculations of Proved Reserves (a) for SHEP II were as estimated as of November 1, 2016 by the management of RSP, and (b) were the latest available for the selected target companies as of the announcement date of the relevant transaction. Unless the context indicates otherwise, estimates of earnings for (i) the selected companies and RSP were based on mean consensus Wall Street analyst estimates (such mean consensus estimates, “Wall Street research”) available as of October 12, 2016, and (ii) SHEP II were based on estimates provided by the management of RSP. For the purposes of certain analyses described below, the term “Implied Base Purchase Price” refers to the implied aggregate value of the base purchase price of $1.282 billion based on $646,047,449 of cash and 16,021,977 shares of RSP common stock to be issued and the 10-day volume weighted average price (“VWAP”) of RSP common stock ending of October 12, 2016 of $39.69.

SHEP II Financial Analysis

Public Company Analysis . RBCCM reviewed certain financial and operating information and implied trading multiples for selected publicly-traded companies as compared to the corresponding information and implied Transaction multiples for SHEP II. In choosing the selected companies, RBCCM considered publicly traded U.S. E&P companies with equity values between $1 billion and $10 billion, and for which 80% of their second quarter 2016 production volume was derived from the Permian Basin. The data for the selected publicly-traded companies were pro forma for publicly announced acquisition transactions and securities offerings announced and/or closed through October 12, 2016.

In this analysis, RBCCM compared (i) multiples of implied Enterprise Value to 2017E and 2018E EBITDA, and (ii) multiples of implied Enterprise Value to 2017E and 2018E Production. The list of selected companies,

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related multiples and the resultant high, mean, median and low multiples for such selected companies and for SHEP II at the Implied Base Purchase Price, are as follows:

From this data, RBCCM selected an enterprise value reference range for SHEP II using 2017E EBITDA multiples of 11.00x—14.75x, 2017E Production multiples of $85,000—$165,000, 2018E EBITDA multiples of 7.00x—10.00x, and 2018E Production multiples of $75,000—$130,000. This analysis indicated the following implied Enterprise Value reference range for SHEP II, as compared to the aggregate merger consideration:

Selected Precedent Transactions Analysis . RBCCM reviewed certain implied transaction multiples for a set of unconventional oil and gas transactions over $500 million in value in the Permian Basin since January 2014, that were similar in one or more ways to SHEP II and for which Production and/or Proved Reserve information was publicly available. Current Production for SHEP II was based on the average estimated daily Production for November and December 2016.

In this analysis, RBCCM compared (i) multiples of implied transaction value to current Production, and (ii) multiples of implied transaction value to current Proved Reserves estimates; provided, however, a Proved Developed Reserves estimate was excluded if its corresponding Proved Undeveloped Reserves estimate was not disclosed, and is marked not available (“n/a”) in table below. The list of selected transactions, related multiples and the resultant high, mean, median and low multiples for such selected transactions and for SHEP II at the Implied Base Purchase Price are as follows:

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From this data, RBCCM selected an implied transaction value reference range for SHEP II using Production multiples of $125,000—$250,000, and Proved Reserve multiples of $30.00—$40.00. This analysis indicated the following implied transaction value reference range for SHEP II, as compared to the Implied Base Purchase Price:

Net Asset Value . RBCCM performed a net asset value (“NAV”) analyses of SHEP II by calculating the estimated net present value of its estimated oil and gas reserves in each of the Proved Developed Producing, Drilled, Uncompleted, Proved Undeveloped and Probable reserve categories, less estimated capital costs associated with extracting such reserves, based on the Reserve Reports provided by management of RSP and using NYMEX strip pricing as of October 4, 2016. The NAV analyses incorporated realized cost adjustments, production risking adjustments and operating expense estimates provided by management of RSP. Such Reserve Report estimated oil and gas reserves for SHEP II were as follows:

RBCCM performed the NAV analyses using discount rates ranging from 12.0% to 14.0%, based on an estimated weighted average cost of capital using RBCCM’s professional judgment regarding the cost of capital of SHEP II, after taking into consideration the capital asset pricing model (“CAPM”). The SHEP II NAV

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analyses indicated the following implied net asset value reference ranges, as compared to the Implied Base Purchase Price:

* G&A estimate of $4.1 for 2017, increased 15% annually through 2019 and held constant thereafter, based on the guidance of the management of RSP. Additional Capex estimate of $14.6 per year attributable to capitalized exploration and workover costs, based on the guidance of the management of RSP.

RSP Financial Analysis

Public Company Analysis . RBCCM reviewed certain financial and operating information and implied trading multiples for selected publicly-traded companies as compared to the corresponding information and implied trading multiples for RSP. In choosing the selected companies, RBCCM considered publicly traded U.S. E&P companies with equity values between $1 billion and $10 billion, and for which 80% of their second quarter 2016 production volume was derived from the Permian Basin. The data for the selected publicly-traded companies were pro forma for publicly announced acquisition transactions and securities offerings announced and/or closed through October 12, 2016.

In this analysis, RBCCM compared (i) multiples of Enterprise Value to 2017E and 2018E EBITDA, (ii) multiples of implied equity price per common share to 2017E and 2018E Cash Flow Per Share and (iii) multiples of Enterprise Value to 2017E and 2018E Production. The list of selected companies and related multiples and the resultant high, mean, median and low multiples for such selected companies and for RSP are as follows:

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From this data, RBCCM selected an implied per share common equity reference range for RSP using 2017E Cash Flow Per Share multiples of 10.00x—14.50x and 2018E Cash Flow Per Share multiples of 7.00x—9.50x. RBCCM selected an implied Enterprise Value reference range for RSP using 2017E EBITDA multiples of 11.00x—14.75x, 2017E Production multiples of $85,000—$165,000, 2018E EBITDA multiples of 7.00x—10.00x, and 2018E Production multiples of $75,000—$130,000. RBCCM then calculated an implied per share common equity value reference range for RSP based on the selected EBITDA and Production multiple ranges by adjusting for latest publically reported net debt of RSP, and dividing by fully diluted shares outstanding. This analysis indicated the following implied per share common equity reference range for RSP, as compared to the October 12, 2016 closing price of RSP common stock of $41.86:

Discounted Cash Flow Analysis . RBCCM performed a discounted cash flow analysis of RSP by calculating the estimated net present value of the after-tax free cash flows of RSP through 2020, based on the Forecasts, including estimated net debt as of the most recent completed fiscal quarter (September 30, 2016) and fully diluted shares of RSP common stock outstanding.

RBCCM performed the discounted cash flow analysis using discount rates ranging from 11.5% to 13.5% based on RBCCM’s professional judgment regarding required rates of return of holders or prospective buyers of RSP common stock, after taking into consideration CAPM, and terminal value at the end of the forecast period, using terminal multiples ranging from 8.5x to 10.5x estimated 2020E EBITDA. The discounted cash flow analysis indicated the following implied per share common equity reference range, as compared to the October 12, 2016 closing price of RSP common stock:

Other Matters

RBCCM also noted for the RSP Board certain additional factors that were provided for informational purposes, including the following analyses:

Analyst Target Stock Price Range . Nineteen equity analysts published one year forward price targets for RSP common stock (since the latest public filings date of August 8, 2016) that were available as of October 12,

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2016. This indicated a range of present value stock price targets for RSP common stock of $32.46—$48.25 per share. Public market trading targets published by equity research analysts do not necessarily reflect current market trading prices for RSP common stock and these estimates are subject to uncertainties, including the future financial performance of RSP and future financial market conditions.

Analyst NAV Per Share Range . Twelve equity analysts published one year forward NAV per share target estimates for RSP common stock (since the latest public filings date of August 8, 2016) that were available as of October 12, 2016. This indicated a range of present value NAV per share targets for RSP common stock of $30.70—$54.87 per share. Public market trading targets published by equity research analysts do not necessarily reflect current market trading prices for RSP common stock and these estimates are subject to uncertainties, including the future operating performance of RSP and future commodity and financial market conditions.

Overview of Analyses; Other Considerations

No single company or transaction used in the above analyses as a comparison was identical to SHEP II, RSP or the Transaction, and an evaluation of the results of those analyses is not entirely mathematical. Rather, the analyses involved complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading, acquisition or other values of the companies, businesses or transactions analyzed.

The preparation of a fairness opinion is a complex process that involves the application of subjective business judgment in determining the most appropriate and relevant methods of financial analysis and the application of those methods to particular circumstances. Several analytical methodologies were used by RBCCM, and no one method of analysis should be regarded as critical to the overall conclusion reached. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. The overall conclusion of RBCCM was based on all the analyses and factors presented herein, taken as a whole, and also on application of RBCCM’s own experience and judgment. Such conclusion may involve significant elements of subjective judgment and qualitative analysis. RBCCM therefore believes that its analyses must be considered as a whole and that selecting portions of the analyses and of the factors considered, without considering all factors and analyses, could create an incomplete or misleading view of the processes underlying its opinion.

RSP and RSP LLC selected RBCCM to render its opinion to the RSP Board based on RBCCM’s qualifications, expertise, reputation and knowledge of RSP’s business and affairs and its experience with E&P companies and the industry in which RSP operates. RBCCM is an internationally recognized investment banking firm and is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, corporate restructurings, underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. In the ordinary course of business, RBCCM or one or more of its affiliates may act as a market maker and broker in the publicly traded securities of RSP and receive customary compensation, and may also actively trade securities of RSP or its affiliates for its or its affiliates’ own account and the accounts of its or its affiliates’ customers, and, accordingly, RBCCM and its affiliates, may hold a long or short position in such securities. RBCCM and certain of its affiliates in the past have provided, currently are providing and in the future may provide investment banking and financial advisory services to RSP, its affiliates and certain affiliates of Kayne Anderson Capital Advisors, LP, unrelated to the Transaction, for which RBCCM and its affiliates have received, and may receive, customary compensation. In particular, during the past two years prior to RBCCM’s engagement with respect to the Transaction, RBCCM and its affiliates have been acting or have acted as financial advisor to certain affiliates of Kayne Anderson Capital Advisors, LP in connection with certain acquisition and divestiture activities, for which RBCCM and its affiliates have received (or expect to receive) aggregate fees of less than $5,000,000. Also during such period, RBCCM and or one or more of its affiliates are (or have been) a party to one or more derivatives transactions that involve securities of RSP. In addition, during such two year period, RBCCM and/or certain of its affiliates (i) are or have been a lender under certain credit facilities of RSP, (ii) have acted as a Joint Bookrunner for a senior

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notes offering by RSP, and (iii) have acted as an Active Joint Bookrunner for equity and senior notes offerings by RSP related to the financing of the SHEP Acquisitions, for which RBCCM and/or its affiliates have received (or expect to receive) aggregate fees of less than $10,000,000 (approximately $7 ,000,000 of which were in respect of the financings related to the SHEP Acquisitions).

Under its engagement agreement with RSP and RSP LLC, RBCCM became entitled to a fee of $1,000,000 upon delivery of its written opinions relating to each of the Transaction and the SHEP I Acquisition, whether or not the opinions were accepted and whether or not either of the SHEP Acquisitions were consummated. In addition, for RBCCM’s services as financial advisor to RSP and RSP LLC in connection with (i) the SHEP I Acquisition, RBCCM received a transaction fee of $3,500,000 (in addition to the fee upon delivery of the fairness opinions), and (ii) the Transaction, if the Transaction is successfully completed, RBCCM will receive an additional transaction fee of $3,500,000. Furthermore, if, in connection with the Transaction not being completed, RSP and/or RSP LLC receives a termination fee, RBCCM will be entitled to the lesser of fifty percent of the aggregate transaction fees for the SHEP Acquisitions, or ten percent of such termination fee in cash, when it is received by RSP. In addition, RSP and RSP LLC have agreed to indemnify RBCCM for certain liabilities that may arise out of RBCCM’s engagement, including, without limitation, liabilities arising under the federal securities laws, and to reimburse certain out-of-pocket expenses incurred by RBCCM in performing its services. The terms of RBCCM’s engagement agreement were negotiated at arm’s-length between RSP, RSP LLC and RBCCM, and the RSP Board was aware of this fee arrangement at the time it reviewed and approved the Purchase Agreement and the SHEP I Purchase Agreement.

The Transaction; Acquisition Consideration

Subject to the terms and conditions of the Purchase Agreement, at the closing date of the Transaction (the “Closing Date”), RSP LLC will acquire 100% of the outstanding membership interests of SHEP II from the SHEP II Seller. As a result, SHEP II will become a wholly-owned subsidiary of RSP LLC and an indirect wholly-owned subsidiary of RSP. In exchange, RSP LLC will pay the SHEP II Seller (1) $645,953,143 in cash (the “Cash Purchase Price”) and (2) 16,019,638 shares of RSP common stock (the “Stock Issuance” and together with the Cash Purchase Price, the “Base Purchase Price”).

Pursuant to the Purchase Agreement, the Base Purchase Price will be subject to adjustments both prior to and after the Closing. At the Closing, the Cash Purchase Price will be reduced by (i) the amount of SHEP II’s indebtedness outstanding as of Closing, including all obligations for the repayment of money borrowed, (ii) the amount of any transaction expenses incurred by the SHEP II Seller or its affiliates or SHEP II in connection with the transactions contemplated by the Purchase Agreement and outstanding as of Closing, (iii) the amount of proceeds of production that are owing to third-party royalty or interest owners and are not held by SHEP II and that are attributable to the period prior to 12:01 a.m. Central Time on November 1, 2016 (the “Effective Date”), and (iv) an amount equal to the cash deposit of $64,104,648 with Citibank, N.A. (the “Bank”) made by RSP LLC on October 13, 2016, plus any interest thereon, which the Bank will deliver to the SHEP II Seller immediately prior to Closing. The Cash Purchase Price will also be decreased by the amount of adjustments for costs and proceeds associated with the properties to be acquired in the Transaction (the “Property Costs”) that result in a credit to RSP LLC or be increased by the amount of adjustments for Property Costs that result in a credit to the SHEP II Seller.

If stockholder approval of the Stock Issuance is not obtained from RSP stockholders prior to March 1, 2017, the Cash Purchase Price will be increased by an amount equal to the greater of (A) the product of the number of Reduced Shares (defined below) multiplied by $39.71 or (B) the product of the number of Reduced Shares multiplied by the arithmetic average of the daily volume weighted average price of RSP common stock for the ten consecutive trading days immediately prior to Closing. “Reduced Shares” means the positive difference between (i) the sum of the number of shares of RSP common stock issuable pursuant to the Purchase Agreement, plus 14,980,362, which is the number of shares of RSP common stock issued in the SHEP I Acquisition, minus (ii) the number of shares of RSP common stock equal to the product of (x) 0.199 multiplied by (y) 101,643,999,

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the number of shares of RSP common stock issued and outstanding immediately prior to October 13, 2016. We refer to the amount of cash consideration after such adjustment as the “Adjusted Cash Consideration.” The Adjusted Cash Consideration will be further adjusted after the Closing to update adjustments for Property Costs that were estimated for purposes of Closing.

At the Closing, the number of shares of RSP common stock to be issued to the SHEP II Seller will be reduced by (i) the 1,614,320 shares of RSP common stock to be delivered to the escrow agent at the Closing (the “Indemnity Escrowed Shares”) and (ii) if RSP stockholders do not approve the Stock Issuance before March 1, 2017, the Reduced Shares. For a description of the purposes of the Indemnity Escrowed Shares, see “—Indemnification” below. We refer to the number of shares of RSP common stock after the reductions outlined above as the “Adjusted RSP Shares.”

Completion of the Transaction

Pursuant to the Purchase Agreement, the closing of the Transaction will take place at 10:00 a.m. Central Standard Time on March 1, 2017 (the “Target Closing Date”). If, however, on the Target Closing Date, the conditions precedent to Closing are not satisfied or waived, the Closing will occur on the date that is three business days after the date in which all the conditions precedent to Closing are satisfied, or at such other date and time as RSP LLC and the SHEP II Seller may agree.

Covenants

The covenants agreed to by the parties to the Purchase Agreement include, among others, the following:

Conduct of Business

Subject to certain exceptions, the SHEP II Seller will cause SHEP II to conduct its business in the ordinary course of business consistent with past practice between October 13, 2016 (the date of the Purchase Agreement) and the Closing.

Officer and Director Resignation and Releases

At the Closing, SHEP II will deliver to RSP LLC and the SHEP II Seller (a) resignations of the officers of SHEP II in the form designated in the Purchase Agreement, such resignations to be effective immediately upon the consummation of the transactions contemplated by the Purchase Agreement, and (b) releases among SHEP II’s officers, SHEP II and the SHEP II Seller and its affiliates, releasing each other from any claims, substantially in the form designated in the Purchase Agreement.

HSR Filing

Consummation of the Transaction is subject to the expiration or termination of any applicable waiting period under the HSR Act. On October 26, 2016, RSP and the SHEP II Seller filed Notification and Report Forms with the Department of Justice and the FTC. On November 4, 2016, RSP and the SHEP II Seller were notified by U.S. antitrust authorities that early termination had been granted.

SHEP II Seller Contracts

The SHEP II Seller agrees to assign to RSP, on or before the Closing, the contracts, easements and rights-of-way described in the Purchase Agreement and held by the SHEP II Seller, and use commercially reasonable efforts to obtain any consents required in connection with such assignment. Upon such assignment, these contracts will be deemed to be SHEP II properties for the purposes of the Purchase Agreement.

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Requisite Stockholder Approval

As promptly as practicable following the clearance of this proxy statement by the SEC, RSP will establish a record date for, convene and hold a meeting of RSP stockholders for the purpose of voting upon the approval of the Stock Issuance. If there are insufficient shares of RSP common stock necessary to establish a quorum at the Special Meeting, RSP will postpone or adjourn the date of the Special Meeting. RSP may also postpone or adjourn the Special Meeting to solicit sufficient proxies to secure the favorable vote of the holders of a majority of the outstanding shares of RSP common stock (other than the shares of RSP common stock issued in the SHEP I Acquisition) present in person or by proxy at the Special Meeting with respect to the Stock Issuance. The RSP Board will recommend that RSP stockholders vote to approve the Stock Issuance and use commercially reasonable efforts to solicit such stockholders to vote in favor of the Stock Issuance and to take all other actions necessary or advisable to secure the favorable votes of such stockholders required to approve and effect the Stock Issuance.

Additional Listing Application

RSP will submit to the NYSE an additional listing application relating to the shares of RSP common stock to be issued in the Transaction sufficiently in advance of the time necessary to obtain approval by the NYSE and will use its commercially reasonable efforts to secure the NYSE’s approval of the additional listing application.

Exclusivity

Between October 13, 2016 and the earlier of the Closing Date or the date the Purchase Agreement is terminated, the SHEP II Seller and SHEP II will not, directly or indirectly, encourage, initiate, solicit or engage in any proposal or inquiry from, or discussion or negotiation with, any person (other than RSP, RSP LLC and their respective representatives) with respect to the sale of any membership interests in SHEP II or any SHEP II properties (other than the sale of hydrocarbons in the ordinary course of business or sale of equipment and materials that are surplus, obsolete or replaced).

Conditions to Completion of the Transaction

The obligations of RSP and RSP LLC to complete the Transaction are subject to the satisfaction or waiver of the following conditions to completion of the Transaction on or prior to the Closing Date:

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The obligations of the SHEP II Seller to complete the Transactions are subject to the satisfaction or waiver of the following conditions to completion of the Transaction on or prior to the Closing Date:

Termination of the Purchase Agreement

The Purchase Agreement may be terminated at any time prior to the Closing, under the following circumstances:

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In the event of a valid termination of the Purchase Agreement by the SHEP II Seller or RSP LLC, written notice of termination must immediately be given to the other party or parties specifying the provision pursuant to which the termination is made and, subject to certain exceptions, the Purchase Agreement will become void and have no effect. The Purchase Agreement contains detailed provisions governing the parties’ conduct at and after termination, which can be found in the Purchase Agreement attached to this proxy statement as Annex A.

Indemnification

Pursuant to the Purchase Agreement, from and after the Closing, RSP and RSP LLC will, jointly and severally, defend, indemnify and hold harmless the SHEP II Seller and its affiliates and their respective owners, members, directors, officers, managers, employees, insurer and in each case, their respective successors and assigns (collectively, the “Seller Indemnitees”) from any damages suffered or incurred by any of the Seller Indemnitees resulting from or in connection with (i) any inaccuracy in or breach of the representations and warranties made by RSP and RSP LLC in the Purchase Agreement or in the officer’s certificates delivered at the Closing (without giving effect to any materiality or material adverse effect qualifications); (ii) the operation or ownership of SHEP II and the SHEP II properties prior to and after the Effective Date, subject to the SHEP II Seller’s obligations to provide indemnification; (iii) the condition of the SHEP II properties before, on or after the Effective Date, subject to the SHEP II Seller’s obligations to provide indemnification; (iv) any breach of RSP’s or RSP LLC’s covenants contained in the Purchase Agreement that survive the Closing and (v) any taxes for which RSP is responsible pursuant to the Purchase Agreement. The obligations of RSP and RSP LLC to provide such indemnification will apply whether or not such damages arise out of negligence of any indemnitee, strict liability or any violation of law or regulation related to the ownership or operation of the SHEP II properties, including applicable environmental laws.

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From and after the Closing, the SHEP II Seller will defend, indemnify and hold harmless RSP LLC, RSP and their affiliates and their respective members, directors, officers, managers, employees, insurers and in each case, their respective successors and assigns (collectively, the “Buyer Indemnitees”) from any damages suffered or incurred by any of the Buyer Indemnitees resulting from or in connection with (i) any inaccuracy in or breach of the representations or warranties made by the SHEP II Seller or SHEP II in the Purchase Agreement or in the officer’s certificates delivered at the Closing (without giving effect to any materiality or material adverse effect qualifications), (ii) any breach of the SHEP II Seller’s covenants contained in the Purchase Agreement that survive the Closing or any breach of SHEP II’s covenants contained in the Purchase Agreement that survive the Closing and arising prior to the Closing, (iii) certain indebtedness of SHEP II arising prior to the Closing and outstanding as of the Closing Date or transaction expenses in connection with the Purchase Agreement incurred prior to the Closing Date which were not specifically included and counted such that they reduced the Cash Purchase Price on a dollar-for-dollar basis, (iv) any taxes for which the SHEP II Seller is responsible for pursuant to the Purchase Agreement, (v) any Excluded Properties (as defined in the Purchase Agreement), (vi) the injury or death of any person to the extent arising out of or relating to the ownership or operation of the SHEP II properties prior to Closing, and (vii) any contamination or condition that is the result of SHEP II’s offsite transport or disposal of any hazardous substance from the SHEP II properties that occurred prior to Closing. With respect to the damages subject to the SHEP II Seller’s indemnification obligations, the Buyer Indemnitees will recover initially through the escrow agent’s release of the Indemnity Escrowed Shares to RSP LLC with a Price Per Share equal to the amount of damages finally determined to be due to RSP LLC. To the extent the Indemnity Escrowed Shares have been exhausted, the Buyer Indemnitees may recover directly from the SHEP II Seller. “Price Per Share” means the arithmetic average of the daily VWAP of a share of RSP common stock for the 15 consecutive trading days immediately prior to payment. The definition of “VWAP” can be found in the Purchase Agreement, which is attached to this proxy statement as Annex A.

The Purchase Agreement contains various limitations on the aforementioned indemnification obligations, including limitations that apply if the Closing occurs. The details of these limitations can be found in the Purchase Agreement, which is attached to this proxy statement as Annex A.

Registration Rights Agreement

Pursuant to the Purchase Agreement, at the Closing, RSP will execute and deliver a registration rights agreement by and between RSP and the SHEP II Seller, pursuant to which RSP will (i) prepare, file with the SEC and cause to become effective within 180 days of the execution of the registration rights agreement, a shelf registration statement with respect to the shares of RSP common stock to be issued to the SHEP II Seller under the Purchase Agreement that would permit some or all of such shares of RSP common stock to be resold in registered transactions, and (ii) use its reasonable best efforts to maintain the effectiveness of the shelf registration statement while the SHEP II Seller and its affiliates hold such shares of RSP common stock. In addition, under certain circumstances, the registration rights agreement permits the SHEP II Seller to demand or participate in an underwritten public offering by RSP.

Stockholder’s Agreement

Upon the closing of the SHEP I Acquisition on November 28, 2016, RSP and Kayne Anderson Capital Advisors, LP, an affiliate of the SHEP I Seller and the SHEP II Seller (the “Principal Stockholder”), entered into a stockholder’s agreement, pursuant to which the Principal Stockholder will be limited or prohibited from, among other things, for the period commencing on November 28, 2016 and ending on the earlier of

November 28, 2018 and the date on which the Principal Stockholder and its affiliates beneficially own less than 10% of the outstanding shares of RSP common stock, (1) acquiring beneficial ownership of additional shares of RSP common stock such that the Principal Stockholder and its affiliates would own more than 29.9% in the aggregate of the outstanding shares of RSP common stock, (2) engaging in certain hostile takeover activities with respect to RSP, or (3) “soliciting” any “proxies” (as such terms are used in the rules and regulations of the SEC) or consents in favor of any of the foregoing actions.

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Effect upon the Rights of Existing Stockholders

The current RSP stockholders will continue to own their existing shares after the Transaction. RSP stockholders are not participating in nor receiving any consideration from the Transaction. RSP stockholders should not send in their share certificates because their share certificates will not be exchanged in connection with the Transaction.

If stockholders approve the Stock Issuance Proposal and, subject to adjustments as provided for in the Purchase Agreement, 16,019,638 shares of RSP common stock are issued to the SHEP II Seller (a portion of which will be held in escrow), the principal effect upon the rights of existing stockholders will be a dilution in their current percentage ownership in the Company. The SHEP I Seller and the SHEP II Seller will each own approximately 9.5% and 10.1% of the outstanding shares of RSP common stock (including shares held in escrow), and the outstanding shares held by our current stockholders (excluding the SHEP I Seller) will represent approximately 80.4% of the outstanding shares of RSP common stock. If stockholders fail to approve the Stock Issuance Proposal, then, subject to the adjustments provided for in the Purchase Agreement, 5,246,793 shares of RSP common stock will be issued to the SHEP II Seller at Closing. Therefore, immediately after the Closing, our current stockholders (excluding the SHEP I Seller) will own approximately 86.3% of the outstanding shares of RSP common stock, and the SHEP I Seller and the SHEP II Seller will each own approximately 10.2% and 3.6% of the outstanding shares of RSP common stock (including shares held in escrow).

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PROPOSALS FOR THE SPECIAL MEETING

The Stock Issuance Proposal

For a summary and detailed information regarding this proposal, see the information about the Transaction and issuance of RSP common stock in the Transaction contained throughout this proxy statement, including the information set forth in the section titled “The Transaction.” A copy of the Purchase Agreement is attached to this proxy statement as Annex A.

Under the Purchase Agreement, approval of this proposal is not a condition to the completion of the Transaction. However, if the proposal is not approved, the consideration to be paid by RSP to the SHEP II Seller will have to be adjusted. For a discussion on potential adjustments to the consideration, see “The Transaction— The Transaction; Acquisition Consideration.”

Under the NYSE rules, the issuance of RSP common stock to the SHEP II Seller pursuant to the Purchase Agreement requires the affirmative vote of holders of a majority of the outstanding RSP common stock voted at the Special Meeting, assuming a quorum is present. Under RSP’s Amended and Restated Bylaws and the Purchase Agreement, the proposed issuance of RSP common stock to the SHEP II Seller requires the affirmative vote of holders of a majority of the outstanding shares of RSP common stock (excluding the SHEP I RSP Shares) present in person or by proxy at the Special Meeting and entitled to vote thereon, assuming a quorum is present.

The RSP Board has approved the Purchase Agreement and the transactions contemplated by the Purchase Agreement, including the Transaction and the Stock Issuance, and recommends that RSP stockholders vote “FOR” the Stock Issuance Proposal.

The Adjournment Proposal

If RSP fails to receive a sufficient number of votes to approve the Stock Issuance Proposal, RSP may propose to adjourn the Special Meeting, even if a quorum is present, for the purpose of soliciting additional proxies to approve the Stock Issuance Proposal. RSP currently does not intend to propose adjournment of the Special Meeting if there are sufficient votes to approve the Stock Issuance Proposal.

The proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies requires the affirmative vote of holders of a majority of the outstanding shares of RSP common stock present in person or by proxy at the Special Meeting and entitled to vote thereon.

The RSP Board unanimously recommends that RSP stockholders vote “FOR” the Adjournment Proposal.

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