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RSP Permian Schedules 24 February Shareholder Vote on Silver Hill Energy Deal.

M2 EQUITYBITES-January 30, 2017-RSP Permian Schedules 24 February Shareholder Vote on Silver Hill Energy Deal

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30 January 2017 - Texas-based oil and natural gas company RSP Permian, Inc. (NYSE: RSPP) has established a record date of 19 January 2017 and a meeting date of 24 February 2017 for a special meeting of its stockholders, the company said.

At the meeting, shareholders will vote on a proposal to approve the issuance of 16,019,638 shares of RSP common stock to Silver Hill Energy Partners II, LLC as partial consideration for RSP's acquisition of Silver Hill E/P II, LLC pursuant to and subject to adjustments provided in an 13 October 2016 deal, by and among the company, RSP Permian, L.L.C., a wholly owned subsidiary of the company, the SHEP II Seller and SHEP II.

In October of last hear, RSP Permian agreed to acquire Silver Hill Energy Partners, LLC and Silver Hill E/P II, LLC for USD 1.25bn of cash and 31.0 m shares of RSP common stock in aggregate, implying a total purchase price of approximately USD 2.4bn.

RSP Permian completed the first part of its acquisitions of Silver Hill Energy Partners, LLC and Silver Hill Eand P II, LLC) last November.

The company closed the acquisition of SHEP I for an aggregate purchase price of approximately USD 604m of cash and 15m shares of RSP common stock, subject to certain customary post-closing adjustments.

RSP anticipates closing the acquisition of SHEP II in 1Q17 for a purchase price of approximately USD 646m of cash and approximately 16 m shares of RSP common stock, following a shareholder vote to approve the issuance of shares.

SHEP I and SHEP II collectively own approximately 68,000 gross, 41,000 net acres in northeast Loving and northwest Winkler Counties, Texas, and at the time of the acquisition announcement had approximately 15 MBoe/d of net production (69% oil, 86% liquids) from 58 wells (49 horizontals) producing from seven horizontal zones.

Silver Hill is comprised of two privately held entities controlled by affiliates of Kayne Anderson Capital Advisors, LP and Ridgemont Equity Partners.

They collectively own ~68,000 gross / ~41,000 net acres in northeast Loving and northwest Winkler Counties, Texas with ~15 MBoe/d of current net production from 58 producing wells (49 horizontals) and ~3,200 gross / ~1,950 net total undeveloped locations.

Upon closing of SHEP II, Kayne Anderson, Ridgemont and other Silver Hill shareholders are expected to collectively own approximately 20% of RSP's outstanding shares pro forma for the issuance to Silver Hill and the concurrent equity offering that will fund a portion of the consideration for the acquisition.

In addition, RSP expects to add Kyle D. Miller, CEO of Silver Hill, to RSP's board of directors upon closing SHEP II.

The company anticipates that the financing transactions will be leverage neutral or result in lower leverage metrics on a forward-looking and pro forma basis.

RSP is an independent oil and natural gas company focused on the acquisition, exploration, development and production of unconventional oil and associated liquids-rich natural gas reserves in the Permian Basin of West Texas.

The vast majority of RSP's acreage is located on large, contiguous acreage blocks in the core of the Midland Basin, a sub-basin of the Permian Basin, primarily in the adjacent counties of Midland, Martin, Andrews, Glasscock, Ector and Dawson.

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Publication:M2 EquityBites (EQB)
Geographic Code:1U7TX
Date:Jan 30, 2017
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