Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 29, 2018 | Jun. 30, 2017 | |
Entity Registrant Name | Alta Mesa Resources, Inc. /DE | ||
Entity Central Index Key | 1,690,769 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 1,048,455,000 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Class A Common Stock | |||
Entity Common Stock, Shares Outstanding | 169,371,730 | ||
Class C Common Stock | |||
Entity Common Stock, Shares Outstanding | 213,402,398 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 388,303 | $ 225,500 |
Prepaid expenses | 98,608 | |
Total current assets | 486,911 | 225,500 |
Investments held in Trust Account | 1,041,491,801 | |
Deferred offering costs | 169,552 | |
Total assets | 1,041,978,712 | 395,052 |
Current liabilities: | ||
Accrued expenses | 72,052 | |
Sponsor note | 2,000,000 | 300,000 |
Franchise taxes payable | 150,000 | |
Income taxes payable | 2,219,630 | |
Total current liabilities | 4,369,630 | 372,052 |
Deferred underwriting discounts | 36,225,000 | |
Total liabilities | 40,594,630 | 372,052 |
Class A common stock subject to possible redemption; 99,638,408 (at approximately $10.00 per share) | 996,384,080 | |
Stockholders' equity: | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 3,105,623 | 22,412 |
Retained earnings (accumulated deficit) | 1,891,405 | (2,000) |
Total stockholders' equity | 5,000,002 | 23,000 |
Total liabilities and stockholders' equity | 1,041,978,712 | 395,052 |
Class A Common Stock | ||
Stockholders' equity: | ||
Common stock | 386 | |
Class B Common Stock | ||
Stockholders' equity: | ||
Common stock | $ 2,588 | $ 2,588 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) | Dec. 31, 2017$ / sharesshares |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Class A Common Stock | |
Shares subject to redemption | 99,638,408 |
Redemption value per share | $ / shares | $ 10 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 400,000,000 |
Common stock, shares issued | 3,861,592 |
Common stock, shares outstanding | 3,861,592 |
Class B Common Stock | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 50,000,000 |
Common stock, shares issued | 25,875,000 |
Common stock, shares outstanding | 25,875,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 2 Months Ended | 12 Months Ended |
Dec. 31, 2016 | Dec. 31, 2017 | |
STATEMENTS OF OPERATIONS | ||
General and administrative expenses | $ 2,000 | $ 2,228,766 |
Franchise taxes | 150,000 | |
Total operating expenses | (2,000) | (2,378,766) |
Loss from operations | (2,000) | (2,378,766) |
Other income - investment income on Trust Account | 6,491,801 | |
Income before provision for income taxes | (2,000) | 4,113,035 |
Provision for income taxes | 2,219,630 | |
Net income attributable to common shares | $ (2,000) | $ 1,893,405 |
Weighted average number of shares outstanding: | ||
Basic (excluding shares subject to possible redemption) | 25,875,000 | 28,869,667 |
Diluted | 25,875,000 | 129,375,000 |
Net income per share | ||
Basic | $ 0 | $ 0.07 |
Diluted | $ 0 | $ 0.01 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Common StockClass A Common Stock | Common StockClass B Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Class A Common Stock | Class B Common Stock | Total |
Balance at Nov. 15, 2016 | |||||||
Balance (in shares) at Nov. 15, 2016 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Sale of common stock to Sponsor at approx. $0.001 per share | $ 2,588 | 22,412 | 25,000 | ||||
Sale of common stock to Sponsor at approx. $0.001 per share (in shares) | 25,875,000 | ||||||
Net loss | (2,000) | (2,000) | |||||
Sale of Class A Common Stock to Public | $ 10,350 | 1,034,989,650 | 1,035,000,000 | ||||
Sale of Class A Common Stock to Public (in shares) | 103,500,000 | ||||||
Underwriting discounts and offering expenses | (58,232,323) | (58,232,323) | |||||
Sale of 15,133,333 Private Placement Warrants at $1.50 per warrant | 22,700,000 | 22,700,000 | |||||
Shares subject to possible redemption | $ (9,964) | (996,374,116) | (996,384,080) | ||||
Shares subject to possible redemption (in shares) | (99,638,408) | ||||||
Net income | 1,893,405 | 1,893,405 | |||||
Balance at Dec. 31, 2017 | $ 386 | $ 2,588 | 3,105,623 | 1,891,405 | 5,000,002 | ||
Balance (in shares) at Dec. 31, 2017 | 3,861,592 | 25,875,000 | 3,861,592 | 25,875,000 | |||
Balance at Dec. 31, 2016 | 23,000 | ||||||
Balance (in shares) at Dec. 31, 2016 | 0 | 25,875,000 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Sale of Class A Common Stock to Public (in shares) | 103,500,000 | ||||||
Underwriting discounts and offering expenses | (58,232,323) | ||||||
Balance at Dec. 31, 2017 | $ 386 | $ 2,588 | $ 3,105,623 | $ 1,891,405 | $ 5,000,002 | ||
Balance (in shares) at Dec. 31, 2017 | 3,861,592 | 25,875,000 | 3,861,592 | 25,875,000 |
STATEMENT OF CHANGES IN STOCKH6
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) | 14 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Sale of common stock to Sponsor, issue price (in dollars per share) | $ 0.001 |
Private Placement Warrants | Silver Run Sponsor, LLC, Related Party | |
Warrants issued | shares | 15,133,333 |
Warrant price | $ 1.50 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS - USD ($) | 2 Months Ended | 12 Months Ended |
Dec. 31, 2016 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||
Net income | $ (2,000) | $ 1,893,405 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Increase in accounts payable and accrued liabilities | 2,000 | |
Interest earned on investments held in Trust Account | (6,491,801) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (98,608) | |
Franchise taxes payable | 150,000 | |
Income taxes payable | 2,219,630 | |
Net cash used in operating activities | (2,327,374) | |
Cash flows from investing activities: | ||
Cash deposited into Trust Account | (1,035,000,000) | |
Net cash used in investing activities | (1,035,000,000) | |
Cash flows from financing activities: | ||
Proceeds from Public Offering | 1,035,000,000 | |
Proceeds from sale of Private Placement Warrants | 22,700,000 | |
Payment of underwriting discounts | (20,700,000) | |
Payment of offering costs | (74,500) | (1,209,823) |
Proceeds from Sponsor note | 300,000 | 2,000,000 |
Payment of Sponsor note | (300,000) | |
Net cash provided by financing activities | 225,500 | 1,037,490,177 |
Net increase in cash | 225,500 | 162,803 |
Cash at beginning of period | 225,500 | |
Cash at end of period | $ 225,500 | 388,303 |
Supplemental disclosure of non-cash financing activities: | ||
Deferred underwriting discounts | $ 36,225,000 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2017 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations | 1. Description of Organization and Business Operations Organization and General Alta Mesa Resources, Inc. (formerly Silver Run Acquisition Corporation II (the “ Company ”)) was incorporated in Delaware on November 16, 2016. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “ Business Combination ”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “ Securities Act ”), as modified by the Jumpstart Our Business Startups Act of 2012 (as amended, the “ JOBS Act ”). The Company’s sponsor is Silver Run Sponsor II, LLC; a Delaware limited liability company (the “ Sponsor ”). As of December 31, 2017, the Company had not engaged in any significant operations. All activity for the period from November 16, 2016 (date of inception) through December 31, 2017 relates to the Company’s formation, the initial public offering (“ Public Offering ” as described below) and efforts directed towards locating and consummating a suitable initial Business Combination. The Company did not generate any operating revenues prior to December 31, 2017. The Company will generate non-operating income in the form of interest income earned on cash and cash equivalents held in trust account. The Company has selected December 31 st as its fiscal year end. Financing On March 24, 2017, the registration statement for the Public Offering was declared effective by the Securities and Exchange Commission (the “ SEC ”). On March 29, 2017 (the “ IPO Closing Date ”), the Company consummated the Public Offering of $1,035,000,000 in Units (as defined in Note 3), and the sale of $22,700,000 in warrants (the “ Private Placement Warrants ”) to the Sponsor (the “ IPO Private Placement ”). On the IPO Closing Date, the Company placed $1,035,000,000 of proceeds (including the Deferred Discount (as defined in Note 3)) from the Public Offering and the IPO Private Placement into a trust account at J.P. Morgan Chase Bank, N.A. (the “ Trust Account ”). The Company intends to finance the initial Business Combination from proceeds held in the Trust Account. At the IPO Closing Date, the Company held $22,700,000 of proceeds from the Public Offering and the IPO Private Placement outside the Trust Account. Of these amounts, $20,700,000 was used to pay underwriting discounts in the Public Offering and $300,000 was used to repay a note payable to the Sponsor (see Note 4), with the balance reserved to pay accrued offering and formation costs, business, legal and accounting due diligence expenses on prospective acquisitions and continuing general and administrative expenses. Trust Account The proceeds held in the Trust Account are invested in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended and that invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the initial Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units (the “ Public Shares ”) sold in the Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of its obligation to redeem 100% of such shares of Class A common stock if it does not complete the initial Business Combination within 24 months from the closing of the Public Offering; and (iii) the redemption of 100% of the shares of Class A common stock included in the Units sold in the Public Offering if the Company is unable to complete an initial Business Combination within 24 months from the closing of the Public Offering (subject to the requirements of law). The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating an initial Business Combination. The initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting discounts and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an initial Business Combination. The Company, after signing a definitive agreement for an initial Business Combination, will either (i) seek stockholder approval of the initial Business Combination at a meeting called for such purpose in connection with which public stockholders may seek to redeem their Public Shares, regardless of whether they vote for or against the initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under NASDAQ rules. If the Company seeks stockholder approval, it will complete its initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related initial Business Combination, and instead may search for an alternate initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for Public Shares in connection with an initial Business Combination, a public stockholder will have the right to redeem its Public Shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable. As a result, such shares of Class A Common Stock are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (‘‘ FASB ’’) Accounting Standards Codification (‘‘ ASC ’’) 480, ‘‘Distinguishing Liabilities from Equity.’’ Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest income but less taxes payable (less up to $100,000 of interest income to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined in Note 4) held by them if the Company fails to complete the initial Business Combination within 24 months of the closing of the Public Offering. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires Public Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an initial Business Combination, the Company’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that the Company will provide its public stockholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the initial Business Combination and the other circumstances described above, subject to the limitations described herein. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Net Income (loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period. An aggregate of 99,638,408 shares of Class A common stock subject to possible redemption at December 31, 2017 have been excluded from the calculation of basic income per common share since such shares, if redeemed, only participate in their pro rata share of the trust earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering (including the consummation of the over-allotment) and Private Placement Warrants to purchase 49,633,333 shares of the Company’s Class A common stock in the calculation of diluted income per share, since their inclusion would be anti-dilutive. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Marketable Securities held in Trust Account The amounts held in the Trust Account represent proceeds from the Public Offering and the IPO Private Placement of $1,035,000,000 which were invested in a money market instrument that invests in United States Treasury Securities with original maturities of six months or less and are classified as restricted assets because such amounts can only be used by the Company in connection with the consummation of an initial Business Combination. As of December 31, 2017, marketable securities held in the Trust Account had a fair value of $1,041,491,801. At December 31, 2017, there was $6,491,801 of interest income held in the Trust Account available to be released to the Company to pay accrued tax expenses. Redeemable Common Stock As discussed in Note 1, all of the 103,500,000 Public Shares contain a redemption feature which allows for the redemption of Class A Common Stock under the Company’s liquidation or tender offer/stockholder approval provisions. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its amended and restated certificate of incorporation provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of Class A Common Stock shall be affected by charges against additional paid in capital. Accordingly, at December 31, 2017, 99,638,408 of the 103,500,000 shares of Class A Common Stock included in the Units were classified outside of permanent equity at their redemption value. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs of $58,232,323, consisting primarily of underwriting discounts of $56,925,000 (including $36,225,000 of which is deferred), and $1,307,323 of professional, filing, regulatory and other costs, were charged to additional paid-in capital. These offering costs were incurred from inception of the Company through March 29, 2017. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2017. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2017. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Related Parties The Company follows subtopic ASC 850-10 for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, the related parties include: (a) affiliates of the Company (“ Affiliate ” means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements. |
Public Offering
Public Offering | 12 Months Ended |
Dec. 31, 2017 | |
Public Offering | |
Public Offering | 3. Public Offering On the IPO Closing Date, the Company sold 103,500,000 units (the “ Units ”) at a price of $10.00 per Unit, generating gross proceeds to the Company of $1,035,000,000. Each Unit consists of one share of Class A Common Stock and one-third of one warrant (each whole warrant, a “ Warrant ” and, collectively, the “ Warrants ”). Each whole Warrant entitles the holder thereof to purchase one whole share of Class A Common Stock at a price of $11.50 per share. No fractional shares will be issued upon separation of the Units and only whole Warrants will trade. Each Warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sent the notice of redemption to the Warrant holders. The Company paid an upfront underwriting discount of 2.0% ($20,700,000) of the per Unit offering price to the underwriters at the closing of the Public Offering, with an additional fee (the “ Deferred Discount ”) of 3.5% ($36,225,000) of the gross offering proceeds payable upon the Company’s completion of an initial Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes an initial Business Combination. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions | |
Related Party Transactions | 4. Related Party Transactions Founder Shares On November 21, 2016, the Sponsor purchased 11,500,000 shares (the “ Founder Shares ”) of Class B common stock, par value $0.0001 per share (the “ Class B Common Stock ”), for an aggregate purchase price of $25,000, or approximately $0.002 per share. In March 2017, the Sponsor transferred 33,000 Founder Shares to each of the Company’s independent directors (together with the Sponsor, the “ Initial Stockholders ”) at their original purchase price. In March 2017, the Company effected stock dividends of approximately 1.25 shares for each outstanding share of Class B Common Stock, resulting in the Initial Stockholders holding an aggregate of 25,875,000 Founder Shares. As used herein, unless the context otherwise requires, “Founder Shares” shall be deemed to include the shares of Class A Common Stock issuable upon conversion thereof. The Founder Shares are identical to the Class A Common Stock included in the Units sold in the Public Offering except that the Founder Shares automatically convert into shares of Class A Common Stock at the time of the initial Business Combination and are subject to certain transfer restrictions, as described in more detail below. Holders of Founder Shares may also elect to convert their shares of Class B Common Stock into an equal number of shares of Class A Common Stock, subject to adjustment, at any time. The Company’s Initial Stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Warrants The Sponsor purchased an aggregate of 15,133,333 Private Placement Warrants at a price of $1.50 per whole warrant ($22,700,000 in the aggregate) in a private placement that occurred simultaneously with the closing of the Public Offering. Each whole Private Placement Warrant is exercisable for one whole share of Class A Common Stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering held in the Trust Account such that at the closing of the Public Offering $1,035,000,000 was placed in the Trust Account. If the initial Business Combination is not completed within 24 months from the closing of the Public Offering, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. In March 2017, the Sponsor transferred 33,000 Founder Shares to each of our independent director nominees at their original purchase price. Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A Common Stock) as stated in the registration rights agreement signed on the date of the prospectus for the Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Related Party Loans On November 22, 2016, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Public Offering pursuant to a promissory note (the ‘‘ 2016 Note ’’). This loan is non-interest bearing and payable on the earlier of March 31, 2017 or the completion of the Public Offering. On November 22, 2016, the Company borrowed $300,000 under the 2016 Note. On March 29, 2017, the full $300,000 balance of the 2016 Note was repaid to the Sponsor. On September 27, 2017, the Sponsor agreed to loan the Company an aggregate of up to $2,000,000 to cover expenses related to the business combination pursuant to a promissory note (the ‘‘ 2017 Note ’’). This loan is non-interest bearing and payable on the earlier of March 29, 2019 or the date on which the Company consummates a business combination. On September 27, 2017, the Company borrowed $1,500,000 under the 2017 Note. On December 27, 2017, the Company borrowed the remaining $500,000 under the 2017 Note. On February 9, 2018, the full $2,000,000 balance of the 2017 Note was repaid to the Sponsor. Administrative Support Agreement The Company has agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. Forward Purchase Agreement In March 2017, the Company entered into a forward purchase agreement ( “Forward Purchase Agreement”) pursuant to which Riverstone VI SRII Holdings, L.P. (“ Fund VI Holdings ”) agreed to purchase an aggregate of up to 40,000,000 shares of the Company’s Class A common stock, plus an aggregate of up to 13,333,333 warrants (“ Forward Purchase Warrant ”), for an aggregate purchase price of up to $400,000,000 or $10.00 per unit (collectively, “ Forward Purchase Units ”). Each Forward Purchase Warrant has the same terms as each of the Private Placement Warrants. The obligations under the Forward Purchase Agreement do not depend on whether any public stockholders elect to redeem their shares in connection with the initial Business Combination and provide the Company with a minimum funding level for the initial Business Combination. Additionally, the obligations of Fund VI Holdings to purchase the Forward Purchase Units are subject to termination prior to the closing of the sale of such units by mutual written consent of the Company and such party, or automatically: (i) if the proposed offering is not consummated on or prior to December 31, 2017; (ii) if the initial Business Combination is not consummated within 24 months from the closing of the proposed offering, unless extended up to a maximum of sixty (60) days in accordance with the amended and restated certificate of incorporation; or (iii) if the Sponsor or the Company become subject to any voluntary or involuntary petition under the United States federal bankruptcy laws or any state insolvency law, in each case which is not withdrawn within sixty (60) days after being filed, or a receiver, fiscal agent or similar officer is appointed by a court for business or property of the Sponsor or the Company in each case which is not removed, withdrawn or terminated within sixty (60) days after such appointment. In addition, the obligations of Fund VI Holdings to purchase the Forward Purchase Units are subject to fulfillment of customary closing conditions, including that the initial Business Combination must be consummated substantially concurrently with the purchase of the Forward Purchase Units. Subsequent to year end, the Forward Purchase Agreement was exercised in full. Contribution Agreements See Note 8 for a description of the contribution agreements entered into by the Company on August 16, 2017 and the closing of the related transactions. |
Deferred Underwriting Discounts
Deferred Underwriting Discounts | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Underwriting Discounts | |
Deferred Underwriting Discounts | 5. Deferred Underwriting Discounts The Company is committed to pay the Deferred Discount of 3.5% of the gross proceeds of the Public Offering, or $36,225,000, to the underwriters upon the Company’s completion of an initial Business Combination (as discussed in Note 3). The underwriters are not entitled to receive any of the interest earned on Trust Account funds that would be used to pay the Deferred Discount, and no Deferred Discount is payable to the underwriters if an initial Business Combination is not completed within 24 months after the Public Offering. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity | |
Stockholders' Equity | 6. Stockholders’ Equity Common Stock The authorized common stock of the Company includes up to 400,000,000 shares of Class A Common Stock and 50,000,000 shares of Class B Common Stock. If the Company enters into an initial Business Combination, it may (depending on the terms of such an initial Business Combination) be required to increase the number of shares of Class A Common Stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the initial Business Combination to the extent the Company seeks stockholder approval in connection with the initial Business Combination. Holders of the Company’s common stock are entitled to one vote for each share of common stock. At December 31, 2017, there were 103,500,000 shares of Class A Common Stock, of which 99,638,408 were classified outside of permanent equity, and 25,875,000 shares of Class B Common Stock issued and outstanding. At December 31, 2016, there were 0 and 25,875,000 shares of Class A Common Stock and Class B Common Stock issued and outstanding, respectively. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2017 and 2016 there were no shares of preferred stock issued or outstanding. Warrants Public warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the public warrants. The public warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). We are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed; provided, that if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a ‘‘covered security’’ under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a ‘‘cashless basis’’ in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will be required to use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the public warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. |
Trust Account and Fair Value Me
Trust Account and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Trust Account and Fair Value Measurements | |
Trust Account and Fair Value Measurements | 7. Trust Account and Fair Value Measurements On the IPO Closing Date, gross proceeds of $1,035,000,000 and $22,700,000 from the Public Offering and the IPO Private Placement, respectively, less underwriting discounts of $20,700,000 and $2,000,000 designated to fund the Company’s accrued formation and offering costs (including the note payable to the Sponsor), business, legal and accounting due diligence expenses on prospective acquisitions, and continuing general and administrative expenses, were placed in the Trust Account. As of December 31, 2017, marketable securities held in the Trust Account had a fair value of $1,041,491,801 which was invested in a money market instrument that invests in United States Treasury Securities with original maturities of six months or less. The following table presents information about the Company’s assets that are measured on a recurring basis as of December 31, 2017 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability. Description December 31, Quoted Prices in Significant Other Significant Other Investments held in Trust Account $ $ $ — $ — |
Contribution and Forward Purcha
Contribution and Forward Purchase Agreements | 12 Months Ended |
Dec. 31, 2017 | |
Contribution and Forward Purchase Agreements | |
Contribution and Forward Purchase Agreements | 8. Contribution and Forward Purchase Agreements Contribution Agreements. On August 16, 2017, the Company entered into: · the Contribution Agreement dated as of August 16, 2017 (as the same may be amended from time to time, the “ Alta Mesa Contribution Agreement ”), among High Mesa Holdings, LP, a Delaware limited partnership (the “ Alta Mesa Contributor ”), High Mesa Holdings GP, LLC, a Texas limited liability company and the sole general partner of the Alta Mesa Contributor, Alta Mesa Holdings, LP, a Texas limited partnership (“ Alta Mesa ”), Alta Mesa Holdings GP, LLC, a Texas limited liability company and sole general partner of Alta Mesa (“ Alta Mesa GP ”), and, solely for certain provisions therein, the equity owners of the Alta Mesa Contributor, pursuant to which the Company will acquire from the Alta Mesa Contributor (a) all of the limited partner interests in Alta Mesa held by the Alta Mesa Contributor and (b) 100% of the economic interests and 90% of the voting interests in Alta Mesa GP; · the Contribution Agreement, dated as of August 16, 2017 (as the same may be amended from time to time, the “ Kingfisher Contribution Agreement ”), among KFM Holdco, LLC, a Delaware limited liability company (the “ Kingfisher Contributor ”), Kingfisher Midstream, LLC, a Delaware limited liability company (“ Kingfisher ”), and, solely for certain provisions therein, the equity owners of the Kingfisher Contributor, pursuant to which the Company will acquire 100% of the outstanding membership interests in Kingfisher; and · the Contribution Agreement, dated as of August 16, 2017 (as the same may be amended from time to time, the “ Riverstone Contribution Agreement ” and, together with the Alta Mesa Contribution Agreement and the Kingfisher Contribution Agreement, the “ Contribution Agreements ”), between Riverstone VI Alta Mesa Holdings, L.P., a Delaware limited partnership (the “ Riverstone Contributor ”), pursuant to which the Company will acquire from the Riverstone Contributor all of the limited partner interests in Alta Mesa held by the Riverstone Contributor. Pursuant to the Contribution Agreements, the Company will contribute cash to SRII Opco, LP, a Delaware limited partnership and wholly owned subsidiary of the Company (“ SRII Opco ”), in exchange for (a) a number of common units representing limited partner interests in SRII Opco (the “ SRII Opco Common Units ”) equal to the number of shares of the Company’s Class A common stock, outstanding as of the closing (the “ Closing ”) of the transactions contemplated by the Contribution Agreements (the “ Transactions ”), and (b) a number of SRII Opco warrants exercisable for SRII Opco Common Units equal to the number of the Company’s warrants outstanding as of the Closing. Following the Closing, the Company will control SRII Opco through its ownership of SRII Opco GP, LLC, the sole general partner of SRII Opco. Pursuant to the terms of the Alta Mesa Contribution Agreement, at the Closing, the Alta Mesa Contributor will receive consideration consisting of 220,000,000 SRII Opco Common Units, as adjusted (i) upward for any inorganic acquisition capital expenditures invested by Alta Mesa during the interim period (based on a value of $10.00 per SRII Opco Common Unit), (ii) downward for the Riverstone Contributor’s $200 million contribution to Alta Mesa, which was made in connection with the parties entering into the Contribution Agreements (based on a value of $10.00 per SRII Opco Common Unit), and (iii) downward for debt and transaction expenses (based on a value of $10.00 per SRII Opco Common Unit). The Alta Mesa Contributor will also purchase from the Company a number of shares of a new class of common stock designated as the Class C common stock equal to the number of SRII Opco Common Units received by the Alta Mesa Contributor at the Closing. In addition to the above, for a period of seven years following the Closing, the Alta Mesa Contributor will be entitled to receive an aggregate of up to $800 million in earn-out consideration if the 20-day volume-weighted average price (“ 20-Day VWAP ”) of the Class A common stock equals or exceeds certain prices (each such payment, an “ Earn-Out Payment ”). The earn-out consideration will be paid in the form of SRII Opco Common Units (and the Alta Mesa Contributor will acquire a corresponding number of shares of Class C common stock) as follows based on the specified 20-Day VWAP hurdle: $14.00 - 10,714,285 SRII Opco Common Units; $16.00 - 9,375,000 SRII Opco Common Units; $18.00 — 13,888,889 SRII Opco Common Units and $20.00 — 12,500,000 SRII Opco Common Units. The Alta Mesa Contributor will not be entitled to receive a particular Earn-Out Payment on more than one occasion and, if, on a particular date, the 20-Day VWAP entitles the Alta Mesa Contributor to more than one Earn-Out Payment (each of which has not been previously paid), the Alta Mesa Contributor will be entitled to receive each such Earn-Out Payment. The Alta Mesa Contributor will be entitled to the earn-out consideration in connection with certain liquidity events of the Company, including a merger or sale of all or substantially all of its assets, if the consideration paid to holders of Class A common stock in connection with such liquidity event is greater than any of the above-specified 20-Day VWAP hurdles. The Company will also contribute $400 million in cash to Alta Mesa at the Closing. Pursuant to the Kingfisher Contribution Agreement, at the Closing, the Kingfisher Contributor will receive consideration consisting of: · 55,000,000 SRII Opco Common Units; and · subject to the Kingfisher Contributor’s election to receive additional SRII Opco Common Units as described below, $800 million in cash, as adjusted for net working capital, debt, transaction expenses, capital expenditures and banking fees. The Kingfisher Contributor will also purchase from the Company a number of shares of Class C common stock equal to the number of SRII Opco Common Units received by the Kingfisher Contributor at the Closing. If the Company does not have cash on hand at the Closing necessary to pay the cash consideration to the Kingfisher Contributor, the Kingfisher Contributor has the option to receive any deficit in the form of SRII Opco Common Units (and acquire a corresponding number of shares of Class C common stock) valued at $10.00 per SRII Opco Common Unit. At the Closing, $5 million of the cash consideration to be received by the Kingfisher Contributor will be funded into escrow to satisfy any post-Closing purchase price adjustments. If such escrowed amount is insufficient to satisfy any post-Closing adjustment, then the Kingfisher Contributor will transfer to the Company a number of SRII Opco Common Units (not to exceed 16,000,000 SRII Opco Common Units), and a corresponding number of shares of Class C common stock, with a value equal to the deficiency. In addition to the above, for a period of seven years following the Closing, the Kingfisher Contributor will be entitled to receive an aggregate of up to $200 million in earn-out consideration if the 20-Day VWAP of the Class A Common Stock equals or exceeds certain prices. The earn-out consideration will be paid in the form of SRII Opco Common Units (and the Kingfisher Contributor will acquire a corresponding number of shares of Class C common stock) as follows based on the specified 20-Day VWAP hurdle: $14.00 — 7,142,857 SRII Opco Common Units and $16.00 — 6,250,000 SRII Opco Common Units. The terms of the payment of the earn-out consideration, including in connection with a liquidity event of the Company, are substantially similar to the terms of the payment of the earn-out consideration to the Alta Mesa Contributor described above. Pursuant to the Riverstone Contribution Agreement, the Riverstone Contributor received 20,000,000 SRII Opco Common Units in exchange for the Riverstone Contributor’s limited partner interests in Alta Mesa and will acquire an equal number of shares of Class C common stock from the Company. The Contribution Agreements contain customary representations, warranties and covenants and may be terminated by the parties thereto as set forth therein, including if the Transactions are not consummated by February 28, 2018. The Transactions will constitute a “Business Combination” under the Company’s amended and restated certificate of incorporation. Business Combination Forward Purchase Agreement In connection with the execution of the Contribution Agreements, on August 16, 2017, the Company entered into a forward purchase agreement (the “ Business Combination Forward Purchase Agreement ”) with Fund VI Holdings, pursuant to which the Company has agreed to sell at the Closing, and Fund VI Holdings has agreed to purchase, up to $200 million of shares of Class A common stock at a purchase price of $10.00 per share. The number of shares of Class A common stock to be sold by the Company, and purchased by Fund VI Holdings, will equal that number which, after payment of the aggregate purchase price paid by Fund VI Holdings under the Business Combination Forward Purchase Agreement, will result in gross proceeds to the Company in an aggregate amount necessary to satisfy any exercise of rights of the public stockholders in connection with the Transactions or determined by the Company and Fund VI Holdings to be necessary for general corporate purposes in connection with or following consummation of the Transactions, but in no event will the number of shares of Class A common stock purchased exceed 20,000,000 shares. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax | |
Income Tax | 9. Income Tax On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Reform Bill”) was signed into law. Prior to the enactment of the Tax Reform Bill, the Company measured its deferred tax assets at the federal rate of 35%. The Tax Reform Bill reduced the federal tax rate to 21% resulting in the re-measurement of the deferred tax asset as of December 31, 2017. Beginning January 1, 2018, the lower tax rate of 21% will be used to calculate the amount of any federal income tax due on taxable income earned during 2018. The Company’s net deferred tax assets are as follows: December 31, Deferred tax asset Business combination expenses $ Organizational costs/Startup expenses Total deferred tax assets Valuation allowance ) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: Year Ended Federal Current $ Deferred ) State Current — Deferred — Change in valuation allowance Income tax provision $ As of December 31, 2017, the Company had no U.S. federal and state net operating loss carryovers (“NOLs”) available to offset future taxable income. In accordance with Section 382 of the Internal Revenue Code, deductibility of the Company’s NOLs may be subject to an annual limitation in the event of a change in control as defined under the regulations. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2017, the change in the valuation allowance was $468,041. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2017 is as follows: Year Ended Statutory federal income tax rate % State taxes, net of federal tax benefit % Deferred tax rate charge % Change in valuation allowance % Income tax provision % |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events | |
Subsequent Events | 10. Subsequent Events On February 9, 2018 (the “ Closing Date ”), the Company consummated the acquisition of (i) all of the limited partnership interests in Alta Mesa Holdings, LP (“ Alta Mesa ”), (ii) 100% of the economic interests and 90% of the voting interests in Alta Mesa Holdings GP, LLC, the sole general partner of Alta Mesa (“ Alta Mesa GP ”), and (iii) all of the membership interests in Kingfisher Midstream, LLC (“ Kingfisher ”) (such acquisition, the “ Business Combination ”), pursuant to: · the Contribution Agreement, dated as of August 16, 2017 (the “ Alta Mesa Contribution Agreement ”), among High Mesa Holdings, LP (the “ Alta Mesa Contributor ”), High Mesa Holdings GP, LLC, the sole general partner of the Alta Mesa Contributor, Alta Mesa, Alta Mesa GP, LLC, us and the equity owners of the Alta Mesa Contributor; · the Contribution Agreement, dated as of August 16, 2017 (the “ Kingfisher Contribution Agreement ”), among KFM Holdco, LLC (the “ Kingfisher Contributor ”), Kingfisher, us and the equity owners of the Kingfisher Contributor; and · the Contribution Agreement, dated as of August 16, 2017 (the “ Riverstone Contribution Agreement ” and, together with the Alta Mesa Contribution Agreement and the Kingfisher Contribution Agreement, the “ Contribution Agreements ”), between Riverstone VI Alta Mesa Holdings, L.P. (the “ Riverstone Contributor ” and, together with the Alta Mesa Contributor and the Kingfisher Contributor, the “ Contributors ”) and us. At the closing of the Business Combination (the “ Closing ”), · The Company issued 40,000,000 shares of Class A Common Stock and warrants to purchase 13,333,333 shares of Class A Common Stock to Riverstone VI SR II Holdings, L.P. (“ Fund VI Holdings ”) pursuant to the terms of that certain Forward Purchase Agreement, dated as of March 17, 2017 (the “ Forward Purchase Agreement ”) for cash proceeds of $400 million to us; · The Company contributed $1,406 million in cash (the proceeds of the Forward Purchase Agreement and the net proceeds (after redemptions) of the Trust Account) to SRII Opco, LP, a Delaware limited partnership (“ SRII Opco ”), in exchange for (i) 169,371,730 of the common units (approximately 44.2%) representing limited partner interests (the “ SRII Opco Common Units ”) in SRII Opco issued to us and (ii) 62,966,666 warrants to purchase SRII Opco Common Units (“ SRII Opco Warrants ”) issued to us; · The Company caused SRII Opco to issue 213,402,398 SRII Opco Common Units (approximately 55.8%) to the Contributors in exchange for the ownership interests in Alta Mesa, Alta Mesa GP and Kingfisher contributed to SRII Opco by the Contributors; · The Company agreed to cause SRII Opco to issue up to 59,871,031 SRII Opco Common Units to the Alta Mesa Contributor and the Kingfisher Contributor if the earn-out consideration provided for in the Contribution Agreements is earned by the Alta Mesa Contributor or the Kingfisher Contributor pursuant to the terms of the Contribution Agreements; · The Company issued to each of the Contributors a number of shares of Class C common stock, par value $0.0001 per share (the “ Class C Common Stock ”), equal to the number of the SRII Opco Common Units received by such Contributor at the Closing; · SRII Opco distributed to the Kingfisher Contributor cash in the amount of approximately $814.8 million in partial payment for the ownership interests in Kingfisher contributed by the Kingfisher Contributor; and · SRII Opco entered into a voting agreement with the owners of the remaining 10% voting interests in Alta Mesa GP whereby such other owners agreed to vote their interests in Alta Mesa GP as directed by SRII Opco. Holders of Class C Common Stock, together with holders of Class A Common Stock, voting as a single class, have the right to vote on all matters properly submitted to a vote of the stockholders, but holders of Class C Common Stock are not entitled to any dividends or liquidating distributions from us. After a specified period of time after Closing, the Contributors will generally have the right to cause SRII Opco to redeem all or a portion of their SRII Opco Common Units in exchange for shares of our Class A Common Stock or, at SRII Opco’s option, an equivalent amount of cash. However, the Company may, at our option, effect a direct exchange of cash or Class A Common Stock for such SRII Opco Common Units in lieu of such a redemption by SRII Opco. Upon the future redemption or exchange of SRII Opco Common Units held by a Contributor, a corresponding number of shares of Class C Common Stock will be cancelled. In connection with the Closing, the Company also issued (i) one share of Series A Preferred Stock, par value $0.0001 per share (“ Series A Preferred Stock ”), to each of Bayou City Energy Management, LLC (“ Bayou City ”), HPS Investment Partners, LLC (“ HPS ”), and AM Equity Holdings, LP (“ AM Management ”), and (ii) one share of Series B Preferred Stock, par value $0.0001 per share (“ Series B Preferred Stock ”), to the Riverstone Contributor. None of the holders of the Series A Preferred Stock or Series B Preferred Stock are entitled to any dividends from us related to such Preferred Stock, but such holders are entitled to preferred distributions in liquidation in the amount of $0.0001 per share of Preferred Stock, and have limited voting rights as described below. Shares of the Preferred Stock are redeemable for the par value thereof by us upon the earlier to occur of (1) the fifth anniversary of the Closing Date, (2) the optional redemption of such Preferred Stock at the election of the holder thereof or (3) upon a breach by the holder of the transfer restrictions applicable to such Preferred Stock. For so long as the Series A Preferred Stock or Series B Preferred Stock remains outstanding, as applicable, the holders thereof will be entitled to nominate and elect directors to our board of directors for a period of up to five years following the Closing based on their and their affiliates’ beneficial ownership of Class A Common Stock. Pursuant to the Alta Mesa Contribution Agreement and the Kingfisher Contribution Agreement, for a period of seven years following the Closing, the Alta Mesa Contributor and the Kingfisher Contributor may be entitled to receive additional SRII Opco Common Units (and acquire a corresponding number of shares of Class C Common Stock) as earn-out consideration if the 20-Day VWAP of the Class A Common Stock equals or exceeds specified prices as follows (each such payment, an “ Earn-Out Payment ”): 20-Day Earn-Out Consideration Payable to Earn-Out Consideration Payable to $ 10,714,285 SRII Opco Common Units 7,142,857 SRII Opco Common Units $ 9,375,000 SRII Opco Common Units 6,250,000 SRII Opco Common Units $ 13,888,889 SRII Opco Common Units — $ 12,500,000 SRII Opco Common Units — Neither the Alta Mesa Contributor nor the Kingfisher Contributor will be entitled to receive a particular Earn-Out Payment on more than one occasion and, if, on a particular date, the 20-Day VWAP entitles the Alta Mesa Contributor or the Kingfisher Contributor to more than one Earn-Out Payment (each of which has not been previously paid), the Alta Mesa Contributor and/or the Kingfisher Contributor will be entitled to receive each such Earn-Out Payment. The Alta Mesa Contributor and the Kingfisher Contributor will be entitled to the earn-out consideration described above in connection with certain liquidity events of the Company, including a merger or sale of all or substantially all of our assets, if the consideration paid to holders of Class A Common Stock in connection with such liquidity event is greater than any of the above-specified 20-Day VWAP hurdles. On February 6, 2018, our stockholders voted to approve the Business Combination. In connection with that vote, the holders of shares of Class A Common Stock originally sold as part of the units issued in our IPO (such holders, the “public stockholders”), were provided with the opportunity to redeem shares of Class A Common Stock then held by them for cash equal to approximately $10.00 per share. Public holders of 3,270 shares of Class A Common Stock elected to redeem those shares and, at the Closing, $32,944 held in the Trust Account was paid to such redeeming shareholders and the remaining $1,042.7 million held in the Trust Account was disbursed to us. The Company used these funds, along with the proceeds of the Forward Purchase Agreement, to fund our obligations under the Contribution Agreements and to pay the underwriters’ deferred discount. The Business Combination constituted a “Business Combination” under the Company’s amended and restated certificate of incorporation. On February 9, 2018, all of the outstanding founder shares were automatically converted into shares of Class A Common Stock on a one-for-one basis in connection with the Closing. Following the Business Combination, the Company changed its name from “Silver Run Acquisition Corporation II” to “Alta Mesa Resources, Inc.” and continued the listing of our Class A Common Stock and Public Warrants on NASDAQ under the symbols “AMR” and “AMRWW,” respectively. Following the completion of the Business Combination, the size of our board of directors was expanded from four directors to 11, including one director appointed by Bayou City and its affiliates, one director appointed by HPS and its affiliates and two directors appointed by AM Management and its affiliates, as the holders of our Series A Preferred Stock, and three directors appointed by the Riverstone Contributor and its affiliates, as the holder of our Series B Preferred Stock. In addition, in connection with the Business Combination, the Company appointed the management team of Alta Mesa to hold most of our executive officer positions. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies | |
Basis of Presentation and Emerging Growth Company | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Net Income (loss) Per Common Share | Net Income (loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period. An aggregate of 99,638,408 shares of Class A common stock subject to possible redemption at December 31, 2017 have been excluded from the calculation of basic income per common share since such shares, if redeemed, only participate in their pro rata share of the trust earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering (including the consummation of the over-allotment) and Private Placement Warrants to purchase 49,633,333 shares of the Company’s Class A common stock in the calculation of diluted income per share, since their inclusion would be anti-dilutive. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. |
Marketable Securities held in Trust Account | Marketable Securities held in Trust Account The amounts held in the Trust Account represent proceeds from the Public Offering and the IPO Private Placement of $1,035,000,000 which were invested in a money market instrument that invests in United States Treasury Securities with original maturities of six months or less and are classified as restricted assets because such amounts can only be used by the Company in connection with the consummation of an initial Business Combination. As of December 31, 2017, marketable securities held in the Trust Account had a fair value of $1,041,491,801. At December 31, 2017, there was $6,491,801 of interest income held in the Trust Account available to be released to the Company to pay accrued tax expenses. |
Redeemable Common Stock | Redeemable Common Stock As discussed in Note 1, all of the 103,500,000 Public Shares contain a redemption feature which allows for the redemption of Class A Common Stock under the Company’s liquidation or tender offer/stockholder approval provisions. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its amended and restated certificate of incorporation provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of Class A Common Stock shall be affected by charges against additional paid in capital. Accordingly, at December 31, 2017, 99,638,408 of the 103,500,000 shares of Class A Common Stock included in the Units were classified outside of permanent equity at their redemption value. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Offering Costs | Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs of $58,232,323, consisting primarily of underwriting discounts of $56,925,000 (including $36,225,000 of which is deferred), and $1,307,323 of professional, filing, regulatory and other costs, were charged to additional paid-in capital. These offering costs were incurred from inception of the Company through March 29, 2017. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2017. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2017. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Related Parties | Related Parties The Company follows subtopic ASC 850-10 for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, the related parties include: (a) affiliates of the Company (“ Affiliate ” means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements. |
Trust Account and Fair Value 19
Trust Account and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Trust Account and Fair Value Measurements | |
Schedule of Company's assets that are measured on a recurring basis | Description December 31, Quoted Prices in Significant Other Significant Other Investments held in Trust Account $ $ $ — $ — |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax | |
Schedule of net deferred tax assets | December 31, Deferred tax asset Business combination expenses $ Organizational costs/Startup expenses Total deferred tax assets Valuation allowance ) Deferred tax asset, net of allowance $ — |
Schedule of income tax provision | Year Ended Federal Current $ Deferred ) State Current — Deferred — Change in valuation allowance Income tax provision $ |
Schedule of reconciliation of the federal income tax rate to the Company's effective tax rate | Year Ended Statutory federal income tax rate % State taxes, net of federal tax benefit % Deferred tax rate charge % Change in valuation allowance % Income tax provision % |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events | |
Schedule of earn-out consideration payable | 20-Day Earn-Out Consideration Payable to Earn-Out Consideration Payable to $ 10,714,285 SRII Opco Common Units 7,142,857 SRII Opco Common Units $ 9,375,000 SRII Opco Common Units 6,250,000 SRII Opco Common Units $ 13,888,889 SRII Opco Common Units — $ 12,500,000 SRII Opco Common Units — |
Description of Organization a22
Description of Organization and Business Operations (Details) | Mar. 29, 2017USD ($) | Dec. 31, 2017USD ($)item |
Description of Organization and Business Operations | ||
Gross proceeds | $ 1,035,000,000 | |
Sale of private placement warrants | 22,700,000 | |
Payments to acquire investments | $ 1,035,000,000 | 1,035,000,000 |
Proceeds from Public Offering and Private Placement held outside the Trust Account | 22,700,000 | |
Underwriting discounts | 20,700,000 | 20,700,000 |
Repayment of note payable to Sponsor | $ 300,000 | $ 300,000 |
Trust Account | ||
Period to complete initial business combination | 24 months | |
Class A Common Stock | ||
Trust Account | ||
Uncompleted business combination, obligation to redeem (as a percent) | 100.00% | |
Period to complete initial business combination | 24 months | |
Business Combinations | ||
Minimum number of target businesses for Initial Business Combination | item | 1 | |
Initial Business Combination, fair value minimum percent of assets held in trust | 80.00% | |
Initial Business Combination, redemption period prior to consummation | 2 days | |
Redemption limitation, minimum net tangible assets | $ 5,000,001 | |
Uncompleted business combination, wind-up period | 10 days | |
Portion of interest income allowed to pay dissolution expenses | $ 100,000 | |
IPO | ||
Description of Organization and Business Operations | ||
Gross proceeds | $ 1,035,000,000 | |
Private Placement Warrants | ||
Description of Organization and Business Operations | ||
Sale of private placement warrants | $ 22,700,000 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Details) - Class A Common Stock | 12 Months Ended |
Dec. 31, 2017shares | |
Net Income (loss) Per Common Share | |
Shares subject to possible redemption excluded from calculation of basic income per common share (in shares) | 99,638,408 |
Warrants | |
Net Income (loss) Per Common Share | |
Shares excluded from the computation of diluted income per share (in shares) | 49,633,333 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies - Marketable securities (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Marketable Securities held in Trust Account | |
Fair value of money market instruments held in trust | $ 1,041,491,801 |
Interest income held in the Trust Account | 6,491,801 |
US Treasury Securities | Assets Held In Trust | |
Marketable Securities held in Trust Account | |
Proceeds from Public Offering and IPO Private Placement invested in Trust | 1,035,000,000 |
Fair value of money market instruments held in trust | 1,041,491,801 |
Interest income held in the Trust Account | $ 6,491,801 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies - Redeemable common stock and Offering costs(Details) | 12 Months Ended | 14 Months Ended |
Dec. 31, 2017USD ($)shares | Dec. 31, 2017USD ($)shares | |
Offering Costs | ||
Offering costs | $ 58,232,323 | $ 58,232,323 |
Underwriting discounts | 56,925,000 | |
Deferred underwriting compensation | 36,225,000 | |
Professional, filing, regulatory and other costs | $ 1,307,323 | |
Class A Common Stock | ||
Redeemable Common Stock | ||
Temporary equity outstanding | shares | 99,638,408 | 99,638,408 |
Redemption limitation, minimum net tangible assets | $ 5,000,001 | $ 5,000,001 |
Common Stock | Class A Common Stock | ||
Redeemable Common Stock | ||
Shares issued with redemption feature | shares | 103,500,000 | 103,500,000 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies - Income taxes (Details) | Dec. 31, 2017USD ($) |
Income Taxes | |
Unrecognized tax benefits | $ 0 |
Interest and penalties accrued | $ 0 |
Public Offering (Details)
Public Offering (Details) | Mar. 29, 2017USD ($)item$ / sharesshares | Dec. 31, 2017USD ($) |
Public Offering | ||
Gross proceeds | $ 1,035,000,000 | |
Payment of underwriting discounts | $ 20,700,000 | $ 20,700,000 |
Percentage of deferred discount to underwriters | 3.50% | |
Deferred underwriting compensation | $ 36,225,000 | |
Warrants | ||
Public Offering | ||
Period after which warrants become exercisable after completion of initial business combination | 30 days | |
Period form the closing of public offering warrants become exercisable | 12 months | |
Expiration period after completion of initial business combination | 5 years | |
Redemption Price per warrant | $ / shares | $ 0.01 | |
Minimum period of prior written notice of redemption of warrants | 30 days | |
Public Offering | ||
Public Offering | ||
Percentage of underwriting discount | 2.00% | |
Payment of underwriting discounts | $ 20,700,000 | |
Percentage of deferred discount to underwriters | 3.50% | |
Deferred underwriting compensation | $ 36,225,000 | |
Public Offering | Class A Units | ||
Public Offering | ||
Units issued | shares | 103,500,000 | |
Price per unit | $ / shares | $ 10 | |
Gross proceeds | $ 1,035,000,000 | |
Number of warrant per unit | shares | 0.333 | |
Number of shares issuable for each warrant | shares | 1 | |
Price per share | $ / shares | $ 11.50 | |
Number of fractional shares issued upon separation of the Units | shares | 0 | |
Minimum price per share required for redemption of warrants | $ / shares | $ 18 | |
Warrants redemption covenant, threshold trading days | 20 days | |
Warrants redemption covenant, threshold consecutive trading days | 30 days | |
Class A Common Stock | Class A Units | ||
Public Offering | ||
Number of share of common stock per unit | item | 1 |
Related Party Transactions (Det
Related Party Transactions (Details) | Feb. 09, 2018USD ($) | Sep. 27, 2017USD ($) | Mar. 29, 2017USD ($)$ / sharesshares | Nov. 22, 2016USD ($) | Nov. 21, 2016USD ($)$ / sharesshares | Mar. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2017USD ($)item$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 27, 2017USD ($) |
Founder Shares | ||||||||||
Founder shares aggregate | shares | 25,875,000 | |||||||||
Private Placement Warrants | ||||||||||
Proceeds from sale of Private Placement Warrants | $ 22,700,000 | |||||||||
Proceeds from Public Offering | $ 1,035,000,000 | |||||||||
Period to complete initial business combination | 24 months | |||||||||
Related Party Loans | ||||||||||
Proceeds from Sponsor note | $ 300,000 | $ 2,000,000 | ||||||||
Outstanding amount | $ 300,000 | 2,000,000 | $ 2,000,000 | |||||||
Repayment of note payable to Sponsor | $ 300,000 | $ 300,000 | ||||||||
Private Placement Warrants | ||||||||||
Private Placement Warrants | ||||||||||
Proceeds from sale of Private Placement Warrants | 22,700,000 | |||||||||
Silver Run Sponsor, LLC, Related Party | ||||||||||
Related Party Loans | ||||||||||
Maximum borrowing capacity | $ 2,000,000 | $ 300,000 | ||||||||
Proceeds from Sponsor note | $ 1,500,000 | $ 300,000 | ||||||||
Outstanding amount | $ 500,000 | |||||||||
Repayment of note payable to Sponsor | $ 2,000,000 | $ 300,000 | ||||||||
Silver Run Sponsor, LLC, Related Party | Private Placement Warrants | ||||||||||
Private Placement Warrants | ||||||||||
Warrants issued | shares | 15,133,333 | 15,133,333 | ||||||||
Warrant price | $ / shares | $ 1.50 | $ 1.50 | ||||||||
Proceeds from sale of Private Placement Warrants | $ 22,700,000 | |||||||||
Number of shares issuable for each warrant | shares | 1 | |||||||||
Price per share | $ / shares | $ 11.50 | |||||||||
Period to complete initial business combination | 24 months | |||||||||
Holding period of private placement warrants | 30 days | |||||||||
Initial Stockholders | ||||||||||
Founder Shares | ||||||||||
Holding period of founder shares | 1 year | |||||||||
Affiliate of Sponsor | Administrative Support Agreement | ||||||||||
Administrative Support Agreement | ||||||||||
Monthly service fees | $ 10,000 | |||||||||
Riverstone VI SRII Holdings, L.P. | Forward Purchase Agreement | ||||||||||
Forward Purchase Agreement | ||||||||||
Maximum warrants agreed to sell under agreement (in shares) | shares | 13,333,333 | |||||||||
Maximum aggregate sale price for shares and warrants under purchase agreement | $ 400,000,000 | |||||||||
Maximum sale price per unit for the sale units | $ / shares | $ 10 | |||||||||
Maximum period for closing in proposed offering (in months) | 24 months | |||||||||
Maximum extended period allowed in proposed offering (in days) | 60 days | |||||||||
Sponsor | Directors | ||||||||||
Founder Shares | ||||||||||
Founder shares transferred | shares | 33,000 | |||||||||
Class A Common Stock | ||||||||||
Founder Shares | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Private Placement Warrants | ||||||||||
Period to complete initial business combination | 24 months | |||||||||
Class A Common Stock | Common Stock | ||||||||||
Founder Shares | ||||||||||
Shares issued with redemption feature | shares | 103,500,000 | 103,500,000 | ||||||||
Class A Common Stock | Initial Stockholders | ||||||||||
Founder Shares | ||||||||||
Stock price threshold that allows transfer of shares | $ / shares | $ 12 | $ 12 | ||||||||
Number of trading days within 30 days required for the transfer, assignment or sale of shares | item | 20 | |||||||||
Period over which the required trading days of shares at $12.00 per share or over had to occur | 30 days | |||||||||
Minimum period after initial business combination to allow transfer of founders shares | 150 days | |||||||||
Class A Common Stock | Riverstone VI SRII Holdings, L.P. | Forward Purchase Agreement | ||||||||||
Forward Purchase Agreement | ||||||||||
Maximum shares agreed to sell under agreement (in shares) | shares | 40,000,000 | |||||||||
Class B Common Stock | ||||||||||
Founder Shares | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Stock dividend per share | shares | 1.25 | |||||||||
Class B Common Stock | Silver Run Sponsor, LLC, Related Party | ||||||||||
Founder Shares | ||||||||||
Shares issued with redemption feature | shares | 11,500,000 | |||||||||
Proceeds from issuance of common stock | $ 25,000 | |||||||||
Share price | $ / shares | $ 0.002 | |||||||||
IPO | ||||||||||
Private Placement Warrants | ||||||||||
Proceeds from Public Offering | $ 1,035,000,000 |
Deferred Underwriting Discoun29
Deferred Underwriting Discounts(Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Deferred Underwriting Discounts | |
Percentage of deferred discount | 3.50% |
Deferred underwriting compensation | $ 36,225,000 |
Amount of deferred discount payable if business combination is not completed | $ 0 |
Period to complete initial business combination | 24 months |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 12 Months Ended | |
Dec. 31, 2017Voteshares | Dec. 31, 2016shares | |
Stockholders' Equity | ||
Number of votes | Vote | 1 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Number of fractional shares issued upon exercise of public warrants | 0 | |
Period after business combination when warrants become exercisable | 30 days | |
Period after initial public offering when warrants become exercisable | 12 months | |
Period within initial business combination to file registration statement covering Class A common stock issuable upon exercise of warrants | 15 days | |
Number of days warrant expiration | 5 years | |
Class A Common Stock | ||
Stockholders' Equity | ||
Common stock, shares authorized | 400,000,000 | |
Total equity | 103,500,000 | |
Shares subject to redemption | 99,638,408 | |
Common stock, shares issued | 3,861,592 | 0 |
Common stock, shares outstanding | 3,861,592 | 0 |
Class B Common Stock | ||
Stockholders' Equity | ||
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 25,875,000 | 25,875,000 |
Common stock, shares outstanding | 25,875,000 | 25,875,000 |
Trust Account and Fair Value 31
Trust Account and Fair Value Measurements - Trust Account (Details) - USD ($) | Mar. 29, 2017 | Dec. 31, 2017 |
Trust Account | ||
Proceeds from Public Offering | $ 1,035,000,000 | |
Proceeds from sale of Private Placement Warrants | 22,700,000 | |
Payment of underwriting discounts | $ 20,700,000 | 20,700,000 |
Amount withheld from offering proceeds to fund future expenses | 2,000,000 | |
Fair value of money market instruments held in trust | 1,041,491,801 | |
Assets Held In Trust | US Treasury Securities | ||
Trust Account | ||
Proceeds from Public Offering | 1,035,000,000 | |
Proceeds from sale of Private Placement Warrants | $ 22,700,000 | |
Fair value of money market instruments held in trust | $ 1,041,491,801 |
Trust Account and Fair Value 32
Trust Account and Fair Value Measurements - Fair Value Measurements (Details) | Dec. 31, 2017USD ($) |
Fair Value Measurements | |
Investments held in Trust Account | $ 1,041,491,801 |
Assets Held In Trust | US Treasury Securities | |
Fair Value Measurements | |
Investments held in Trust Account | 1,041,491,801 |
Assets Held In Trust | US Treasury Securities | Recurring | |
Fair Value Measurements | |
Investments held in Trust Account | 1,041,491,801 |
Assets Held In Trust | US Treasury Securities | Quoted Prices in Active Markets (Level 1) | Recurring | |
Fair Value Measurements | |
Investments held in Trust Account | $ 1,041,491,801 |
Contribution and Forward Purc33
Contribution and Forward Purchase Agreements (Details) $ / shares in Units, $ in Millions | Aug. 16, 2017USD ($)$ / sharesshares |
Business Combination Forward Purchase Agreement | Riverstone VI SRII Holdings, L.P. | Class A Common Stock | |
Contribution and Forward Purchase Agreements | |
Maximum shares agreed to sell under agreement (in shares) | 20,000,000 |
Maximum sale price per unit for the sale units | $ / shares | $ 10 |
Maximum aggregate sale price for shares under purchase agreement | $ | $ 200 |
Alta Mesa | |
Contribution and Forward Purchase Agreements | |
Cash consideration | $ | $ 400 |
Alta Mesa Contributor | |
Contribution and Forward Purchase Agreements | |
Economic interests | 100.00% |
Voting interests | 90.00% |
Earn-out consideration, period of payment | 7 years |
Earn-out consideration | $ | $ 800 |
Number of days | 20 days |
Alta Mesa Contributor | SRII Opco | |
Contribution and Forward Purchase Agreements | |
Number of common units transferred | 220,000,000 |
Purchase price | $ / shares | $ 10 |
Alta Mesa Contributor | Class A Common Stock VWAP Hurdle Price $14.00 | |
Contribution and Forward Purchase Agreements | |
20-Day VWAP hurdle price | $ / shares | $ 14 |
Alta Mesa Contributor | Class A Common Stock VWAP Hurdle Price $14.00 | SRII Opco | |
Contribution and Forward Purchase Agreements | |
20-Day VWAP Common Units issuable | 10,714,285 |
Alta Mesa Contributor | Class A Common Stock VWAP Hurdle Price $16.00 | |
Contribution and Forward Purchase Agreements | |
20-Day VWAP hurdle price | $ / shares | $ 16 |
Alta Mesa Contributor | Class A Common Stock VWAP Hurdle Price $16.00 | SRII Opco | |
Contribution and Forward Purchase Agreements | |
20-Day VWAP Common Units issuable | 9,375,000 |
Alta Mesa Contributor | Class A Common Stock VWAP Hurdle Price $18.00 | |
Contribution and Forward Purchase Agreements | |
20-Day VWAP hurdle price | $ / shares | $ 18 |
Alta Mesa Contributor | Class A Common Stock VWAP Hurdle Price $18.00 | SRII Opco | |
Contribution and Forward Purchase Agreements | |
20-Day VWAP Common Units issuable | 13,888,889 |
Alta Mesa Contributor | Class A Common Stock VWAP Hurdle Price $20.00 | |
Contribution and Forward Purchase Agreements | |
20-Day VWAP hurdle price | $ / shares | $ 20 |
Alta Mesa Contributor | Class A Common Stock VWAP Hurdle Price $20.00 | SRII Opco | |
Contribution and Forward Purchase Agreements | |
20-Day VWAP Common Units issuable | 12,500,000 |
Alta Mesa Contributor | Riverstone Contribution Agreement | |
Contribution and Forward Purchase Agreements | |
Consideration transferred | $ | $ 200 |
Kingfisher Contributor | |
Contribution and Forward Purchase Agreements | |
Membership interests | 100.00% |
Earn-out consideration, period of payment | 7 years |
Earn-out consideration | $ | $ 200 |
Number of days | 20 days |
Cash consideration | $ | $ 800 |
Cash consideration to be escrowed | $ | $ 5 |
Kingfisher Contributor | SRII Opco | |
Contribution and Forward Purchase Agreements | |
Number of common units transferred | 55,000,000 |
Purchase price | $ / shares | $ 10 |
Kingfisher Contributor | SRII Opco | Maximum | |
Contribution and Forward Purchase Agreements | |
Number of common units to be transferred to Company | 16,000,000 |
Kingfisher Contributor | Class A Common Stock VWAP Hurdle Price $14.00 | |
Contribution and Forward Purchase Agreements | |
20-Day VWAP hurdle price | $ / shares | $ 14 |
Kingfisher Contributor | Class A Common Stock VWAP Hurdle Price $14.00 | SRII Opco | |
Contribution and Forward Purchase Agreements | |
20-Day VWAP Common Units issuable | 7,142,857 |
Kingfisher Contributor | Class A Common Stock VWAP Hurdle Price $16.00 | |
Contribution and Forward Purchase Agreements | |
20-Day VWAP hurdle price | $ / shares | $ 16 |
Kingfisher Contributor | Class A Common Stock VWAP Hurdle Price $16.00 | SRII Opco | |
Contribution and Forward Purchase Agreements | |
20-Day VWAP Common Units issuable | 6,250,000 |
Riverstone Contributor | Riverstone Contribution Agreement | |
Contribution and Forward Purchase Agreements | |
Number of common units transferred | 20,000,000 |
Income Tax (Details)
Income Tax (Details) - USD ($) | Jan. 01, 2018 | Dec. 31, 2017 |
Income Tax | ||
Federal statutory income tax rate (as a percent) | 35.00% | |
Deferred tax asset | ||
Business combination expenses | $ 360,260 | |
Organizational costs/Startup expenses | 107,781 | |
Total deferred tax assets | 468,041 | |
Valuation allowance | $ (468,041) | |
Forecast | ||
Income Tax | ||
Federal statutory income tax rate (as a percent) | 21.00% |
Income Tax - Income tax provisi
Income Tax - Income tax provision and NOLs (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Federal | |
Current | $ 2,219,630 |
Deferred | (468,041) |
Change in valuation allowance | 468,041 |
Income tax provision | 2,219,630 |
Federal | |
Income Tax | |
Operating loss carryovers | 0 |
State | |
Income Tax | |
Operating loss carryovers | $ 0 |
Income Tax - Reconciliation (De
Income Tax - Reconciliation (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Reconciliation of the federal income tax rate to the Company's effective tax rate | |
Statutory federal income tax rate | 35.00% |
State taxes, net of federal tax benefit | 0.00% |
Deferred tax rate charge | 7.60% |
Change in valuation allowance | 11.40% |
Income tax provision | 54.00% |
Subsequent Events (Details)
Subsequent Events (Details) | Feb. 09, 2018USD ($)director$ / sharesshares | Feb. 06, 2018USD ($)$ / sharesshares | Aug. 16, 2017USD ($)shares | Feb. 08, 2018director | Dec. 31, 2017$ / shares | Dec. 31, 2016$ / shares |
Subsequent Events | ||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Class A Common Stock | ||||||
Subsequent Events | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
Subsequent Event | ||||||
Subsequent Events | ||||||
Period of preferred stock holders are entitled to nominate and elect as directors | 5 years | |||||
Earn-out consideration, period of payment | 7 years | |||||
Number of board of directors | director | 11 | 4 | ||||
Subsequent Event | Bayou City and its affiliates | ||||||
Subsequent Events | ||||||
Number of board of directors appointed | director | 1 | |||||
Subsequent Event | HPS and its affiliates | ||||||
Subsequent Events | ||||||
Number of board of directors appointed | director | 1 | |||||
Subsequent Event | AM Management and its affiliates | ||||||
Subsequent Events | ||||||
Number of board of directors appointed | director | 2 | |||||
Subsequent Event | Riverstone Contributor and its affiliates | ||||||
Subsequent Events | ||||||
Number of board of directors appointed | director | 3 | |||||
Subsequent Event | SRII Opco | ||||||
Subsequent Events | ||||||
Company contribution in cash for acquisition of common units and warrants | $ | $ 1,406,000,000 | |||||
Number of common units acquired | 169,371,730 | |||||
Percentage of common units acquired | 44.20% | |||||
Number of warrants acquired | 62,966,666 | |||||
Number of common units transferred | 213,402,398 | |||||
Percentage of common units transferred | 55.80% | |||||
Subsequent Event | Class A Common Stock | ||||||
Subsequent Events | ||||||
Number of days | 20 days | |||||
Maximum sale price per unit for the sale units | $ / shares | $ 10 | |||||
Number of shares elected to redeem | 3,270 | |||||
Payments for redemption of common stock | $ | $ 32,944 | |||||
Amount of held in the trust account | $ | $ 1,042,700,000 | |||||
Shares conversion ratio | 1 | |||||
Subsequent Event | Class C Common Stock | SRII Opco | ||||||
Subsequent Events | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
Subsequent Event | Series A Preferred Stock | ||||||
Subsequent Events | ||||||
Shares issued with redemption feature | 1 | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
Subsequent Event | Series B Preferred Stock | ||||||
Subsequent Events | ||||||
Shares issued with redemption feature | 1 | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
Subsequent Event | Series A or Series B Preferred Stock | ||||||
Subsequent Events | ||||||
Preferred distributions in liquidation per share | $ / shares | $ 0.0001 | |||||
Subsequent Event | $14.00 VWAP | ||||||
Subsequent Events | ||||||
20-Day VWAP | $ | $ 14 | |||||
Subsequent Event | $16.00 VWAP | ||||||
Subsequent Events | ||||||
20-Day VWAP | $ | 16 | |||||
Subsequent Event | $18.00 VWAP | ||||||
Subsequent Events | ||||||
20-Day VWAP | $ | 18 | |||||
Subsequent Event | $20.00 VWAP | ||||||
Subsequent Events | ||||||
20-Day VWAP | $ | $ 20 | |||||
Alta Mesa GP | Subsequent Event | ||||||
Subsequent Events | ||||||
Economic interests | 100.00% | |||||
Voting interests | 90.00% | |||||
Alta Mesa GP | Subsequent Event | SRII Opco | ||||||
Subsequent Events | ||||||
Percentage of remaining voting interests | 10.00% | |||||
Alta Mesa Contributor | ||||||
Subsequent Events | ||||||
Economic interests | 100.00% | |||||
Voting interests | 90.00% | |||||
Earn-out consideration, period of payment | 7 years | |||||
Number of days | 20 days | |||||
Alta Mesa Contributor | SRII Opco | ||||||
Subsequent Events | ||||||
Number of common units transferred | 220,000,000 | |||||
Alta Mesa Contributor | Subsequent Event | SRII Opco | ||||||
Subsequent Events | ||||||
Number of common units transferred | 59,871,031 | |||||
Alta Mesa Contributor | Subsequent Event | $14.00 VWAP | ||||||
Subsequent Events | ||||||
Earn-Out Consideration | 10,714,285 | |||||
Alta Mesa Contributor | Subsequent Event | $16.00 VWAP | ||||||
Subsequent Events | ||||||
Earn-Out Consideration | 9,375,000 | |||||
Alta Mesa Contributor | Subsequent Event | $18.00 VWAP | ||||||
Subsequent Events | ||||||
Earn-Out Consideration | 13,888,889 | |||||
Alta Mesa Contributor | Subsequent Event | $20.00 VWAP | ||||||
Subsequent Events | ||||||
Earn-Out Consideration | 12,500,000 | |||||
Riverstone Contributor | Subsequent Event | Forward Purchase Agreement | ||||||
Subsequent Events | ||||||
Issuance of warrants | 13,333,333 | |||||
Cash proceeds from issuance of common stock and warrants | $ | $ 400,000,000 | |||||
Riverstone Contributor | Subsequent Event | Forward Purchase Agreement | Class A Common Stock | ||||||
Subsequent Events | ||||||
Shares issued with redemption feature | 40,000,000 | |||||
Kingfisher Contributor | ||||||
Subsequent Events | ||||||
Cash consideration | $ | $ 800,000,000 | |||||
Earn-out consideration, period of payment | 7 years | |||||
Number of days | 20 days | |||||
Kingfisher Contributor | SRII Opco | ||||||
Subsequent Events | ||||||
Number of common units transferred | 55,000,000 | |||||
Kingfisher Contributor | Subsequent Event | SRII Opco | ||||||
Subsequent Events | ||||||
Cash consideration | $ | $ 814,800,000 | |||||
Kingfisher Contributor | Subsequent Event | $14.00 VWAP | ||||||
Subsequent Events | ||||||
Earn-Out Consideration | 7,142,857 | |||||
Kingfisher Contributor | Subsequent Event | $16.00 VWAP | ||||||
Subsequent Events | ||||||
Earn-Out Consideration | 6,250,000 |