Labaton Sucharow LLP Files Securities Class Action Lawsuit Against Alta Mesa Resources, Inc. f/k/a Silver Run Acquisition Cor...
March 15 2019 - 11:12AM
Labaton Sucharow LLP (“Labaton Sucharow”) announces that on March
14, 2019, it filed a securities class action lawsuit,
captioned Camelot Event Driven Fund, A Series of Frank Funds
Trust v. Alta Mesa Resources, Inc., No. 19-cv-00957 (S.D. Tex.)
(the “Action”), on behalf of its client Camelot Event Driven Fund,
a Series of Frank Funds Trust (“Camelot Fund”) against Alta Mesa
Resources, Inc. f/k/a Silver Run Acquisition Corporation II
(NASDAQ: AMR) (“Silver Run II” or the “Company”), Riverstone
Investment Group LLC, and certain officers and directors
(collectively, “Defendants”).
The Action expands the claims asserted in the
action captioned Plumbers & Pipefitters National Pension Fund
v. Alta Mesa Resources, Inc., No. 19-cv-00920 (S.D.N.Y.), on behalf
of investors who held Silver Run II Class A common stock as of the
record date on January 22, 2018 (the “Record Date”) pursuant to
Sections 14(a) and 20(a) of the Exchange Act, and the U.S.
Securities and Exchange Commission (“SEC”) rule 14a-9 promulgated
thereunder, to include claims under Sections 10(b) and 20(a) of the
Securities Exchange Act of 1934, and SEC Rule 10b-5 promulgated
thereunder, on behalf of all persons or entities who purchased or
otherwise acquired Silver Run II securities between March 24, 2017
and February 25, 2019, both dates inclusive (the “Class
Period”).
Silver Run II was formed in 2016 as a blank
check company organized under the laws of Delaware for the purposes
of effectuating a merger or acquisition with another firm or
business entity. On or about March 24, 2017, Silver Run II
carried out an initial public offering, selling 103.5 million
shares for gross proceeds of $1.035 billion. In August 2017,
Silver Run II announced that it had entered into an agreement,
subject to shareholder approval, to merge with two privately held
companies, Alta Mesa Holdings, LP (“Alta Mesa”) and Kingfisher
Midstream LLC (“Kingfisher”), in a deal initially valued at $3.8
billion (the “Acquisition”).
On January 19, 2018, in order to secure
shareholder support for the Acquisition, Silver Run II issued a
materially false and misleading merger proxy statement (the
“Proxy”). Specifically, the Proxy touted that Alta Mesa and
Kingfisher were of “superior quality,” and possessed “[w]orld
[c]lass” assets. On February 6, 2018, Silver Run II stockholders
voted in favor of the Acquisition, and on February 9, 2018, the
Company announced that the deal had closed.
The Action alleges that Defendants’ statements
throughout the Class Period, including those in the Proxy, were
materially misleading when made. Specifically, the statements
omitted and/or misrepresented: (1) that Alta Mesa and Kingfisher
did not possess “superior quality” and “[w]orld [c]lass” assets as
compared to other operators in the oil and gas industry; (2) that
Alta Mesa faced significant operational setbacks; (3) that several
major oil producers had steered assets away from production in the
region in which Alta Mesa operates; and (4) Kingfisher and Alta
Mesa were not on track to achieve the earnings and production
estimates provided in the Proxy and Defendants had no reasonable
basis to believe and did not believe that Kingfisher and Alta Mesa
would achieve these estimates.
The true value of the Acquisition was revealed
to investors in a series of disclosures. Specifically, the
Company repeatedly missed production and revenue estimates,
culminating in the final corrective disclosure on February 25,
2019, when Defendants announced they would be forced to delay the
announcement of Silver Run II’s full year 2018 financial results
because of ineffective controls over financial reporting. The
Company also announced that it expected to record material,
non-cash asset impairment charges in the fourth quarter of 2018,
totaling $3.1 billion. Over the course of these disclosures,
Silver Run II’s stock price has declined over 95% from its Class
Period high.
If you purchased or otherwise acquired Silver
Run II securities during the Class Period and/or held Silver Run II
Class A common stock on the close of business on the Record Date,
and were damaged thereby, you are a member of the “Class” and may
be able to seek appointment as Lead Plaintiff. Lead Plaintiff
motion papers must be filed with the U.S. District Court for the
Southern District of Texas no later than April 1,
2019. The Lead Plaintiff is a court-appointed
representative for absent members of the Class. You do not
need to seek appointment as Lead Plaintiff to share in any Class
recovery in the Action. If you are a Class member and there
is a recovery for the Class, you can share in that recovery as an
absent Class member. You may retain counsel of your choice to
represent you in the Action.
If you would like to consider serving as Lead
Plaintiff or have any questions about this lawsuit, you may contact
Francis P. McConville, Esq. of Labaton Sucharow, at (800) 321-0476,
or via email at fmcconville@labaton.com.
Camelot Fund is represented by Labaton Sucharow,
which represents many of the largest pension funds in the United
States and internationally with combined assets under management of
more than $2 trillion. Labaton Sucharow has been recognized
for its excellence by the courts and peers, and it is consistently
ranked in leading industry publications. Offices are located
in New York, NY, Wilmington, DE, and Washington, D.C. More
information about Labaton Sucharow is available at
www.labaton.com.
You can view a copy of the complaint here.
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