Each one in plain English, with the numbers worked through for a shareholder.
29 Dec 2016asset acquisition disposition▲ GoodMajor
Centennial closed its roughly $855 million acquisition of Reeves County, Texas leasehold and upstream assets from Silverback Exploration, funded by a $910 million private placement of equity (including $430 million from Riverstone) alongside an increased borrowing base on its revolving credit facility.
5 Dec 2016capital raising announcement● NeutralMajor
Centennial signed agreements with outside investors to buy 33,012,380 new Class A shares at $14.54 each, about $480 million, to help fund the pending Silverback acquisition. Together with the Riverstone commitment, the press release puts total equity commitments at $910 million, with Riverstone and affiliates taking $430 million in common and convertible preferred. Closing is expected on or before December 30, 2016 and depends on the Silverback deal closing. A 2% fee goes to the placement agents and 2% to a Riverstone affiliate. This continues the Silverback financing; the new shares dilute existing holders (an inference).
1 Dec 2016capital raising announcement● NeutralMajor
Centennial agreed to take over a Riverstone affiliate's contract to buy Silverback Exploration's Reeves County, Texas leasehold and related assets for $855 million cash, with closing expected December 30, 2016. To help pay, a Riverstone affiliate agreed to buy up to about $400 million (plus up to about $100 million more) of Class A shares and non-voting convertible Series B preferred at $14.54 per share, and Centennial will reimburse a $50 million deposit and pay a fee of at least $8 million. Series B converts at 250-to-1 into Class A once stockholders approve. This is a new acquisition thread following the Centennial deal, and share issuance dilutes existing holders (an inference from the new issuance).
Newly renamed Centennial Resource Development dismissed WithumSmith+Brown and engaged KPMG (which had already audited Centennial Resource Production's own books) as its independent auditor, with no disagreements over accounting matters.
10 Nov 2016asset acquisition disposition▲ GoodMajor
Centennial Resource Development filed an 8-K/A after the October 11, 2016 closing of its acquisition of about 89% of Centennial Resource Production. It added CRP's unaudited nine-month 2016 financials, updated management discussion and pro forma combined statements.
After the Centennial Resource Production deal closed, the company (now Centennial Resource Development, Inc., formerly Silver Run) issued 844,079 Class A shares on October 11, 2016 to an investor, in exchange for the same number of CRP units held by CRP members. It cancelled 844,079 Class C shares as part of the swap. This is a small one-for-one conversion that shows the acquisition has closed and the company has been renamed; no cash was raised.
Silver Run Acquisition Corporation completed its acquisition of approximately 89% of Centennial Resource Production and renamed itself Centennial Resource Development, Inc., converting from a blank-check SPAC into an operating Permian Basin oil and gas company.
Silver Run filed its definitive proxy for the special meeting to approve the Centennial Resource Production acquisition, replacing the July preliminary version. The proposals are the same in substance, including the Class C stock, the increase in authorised Class A shares from 200 million to 600 million, the Riverstone and other private placements and the incentive plan. The preliminary proposal to add one-to-one share-to-unit maintenance provisions is no longer listed as a separate item; the proxy lists the elimination of old SPAC provisions as the 'Additional Charter Proposal'. The name is now planned as Centennial Resource Development, Inc. rather than 'Corp.', and the trust figure is updated to about $500.3 million as of June 30, 2016 (about $10.00 per share). Shareholders can still redeem; the deal is not yet completed in this filing.
Silver Run set a record date for the special shareholder meeting to vote on its pending acquisition of Centennial Resource Production, a procedural step toward closing.
Silver Run and the Centennial sellers amended their contribution agreement, resetting the cash consideration structure for the pending Centennial acquisition to about $1.19 billion (plus up to $200 million more under a seller cash election); separately, Silver Run's sponsor extended it a small $300,000 working-capital note to cover expenses until the deal closes.
Silver Run filed a preliminary proxy asking its stockholders to vote on buying about 89% of Centennial Resource Production (the deal announced in July), with a stated transaction value of about $1.39 billion. Votes are also sought on creating a new Class C stock, raising authorised Class A shares from 200 million to 600 million, up to 81,005,000 shares sold to Riverstone affiliates plus 20,000,000 to other investors, a long-term incentive plan, and a name change to Centennial Resource Development Corp. Public holders can redeem for their share of the roughly $500 million trust (about $10.00 per share illustratively). The sponsor, officers and directors (about 20% of shares) have agreed to vote in favour. This continues the July deal and is still preliminary.
Silver Run signed an Agreement to Assign with Riverstone affiliate New Centennial, under which it agreed to assume the rights to buy about 89% of Centennial Resource Production. The assignment was conditional on stockholder approval and other conditions, and either party could terminate it if approval was not obtained by October 10, 2016.
Silver Run agreed to acquire roughly 89% of Centennial Resource Production, an oil and gas company in the core of the Southern Delaware Basin, from NGP-affiliated sellers, backed by an estimated $810 million equity commitment from Riverstone Holdings (which would become Silver Run's largest shareholder, ~51%) plus $200 million from Capital World and Fidelity funds to help pay the cash consideration.
Silver Run filed the transcript of its investor webcast discussing the newly announced Centennial Resource Production acquisition, describing Centennial's roughly 42,500 net Delaware Basin acres and 7,200 boe/d of production.
Silver Run Acquisition Corporation, an energy-focused blank-check company, completed a $500 million IPO on NASDAQ, raising capital to pursue a future acquisition or merger in the energy sector.