UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 2, 2018 (February 9, 2018 )
Alta Mesa Resources, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-38040 | 81-4433840 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS. Employer Identification No.) |
15021 Katy Freeway, Suite 400
Houston, Texas 77094
(Address of principal executive offices, including zip code)
281-530-0991
(Registrant’s telephone number, including area code)
Check the appropriate box below if theForm 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
On February 9, 2018, Alta Mesa Resources, Inc. (the “Company”) filed a Current Report on Form8-K (the “Original Form8-K”) to report that it had consummated the previously announced acquisition (the “Business Combination”) of:
• | (i) all of the limited partner interests in Alta Mesa Holdings, LP, a Texas limited partnership (“Alta Mesa”), held by High Mesa Holdings, LP, a Delaware limited partnership (the “Alta Mesa Contributor”), and (ii) 100% of the economic interests and 90% of the voting interests in Alta Mesa Holdings GP, LLC, a Texas limited liability company and the sole general partner of Alta Mesa (“Alta Mesa GP”), pursuant to that certain Contribution Agreement, dated as of August 16, 2017 (the “Alta Mesa Contribution Agreement”), among 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, Alta Mesa GP, Silver Run (as defined below) and, solely for certain provisions therein, the equity owners of the Alta Mesa Contributor; |
• | 100% of the outstanding membership interests in Kingfisher Midstream, LLC, a Delaware limited liability company (“Kingfisher”), pursuant to that certain Contribution Agreement, dated as of August 16, 2017 (the “Kingfisher Contribution Agreement”), among KFM Holdco, LLC, a Delaware limited liability company (the “Kingfisher Contributor”), Kingfisher, Silver Run and, solely for certain provisions therein, the equity owners of the Kingfisher Contributor; and |
• | all of the limited partner interests in Alta Mesa held by Riverstone VI Alta Mesa Holdings L.P., a Delaware limited partnership (the “Riverstone Contributor” and, together with the Alta Mesa Contributor and the Kingfisher Contributor, the “Contributors”), pursuant to that certain 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 the Riverstone Contributor and Silver Run. |
Following the completion of the Business Combination, Alta Mesa is the Company’s accounting predecessor. This amendment to the Original Form8-K is being filed to include the financial statements of Alta Mesa for the year ended December 31, 2017.
Item 9.01. Financial Statements and Exhibits.
(a)Financial Statements of Businesses Acquired
The historical financial statements of Alta Mesa for the three years ended December 31, 2016 and the nine months ended September 30, 2017 included in the Proxy Statement beginning on pageFin-30 are incorporated herein by reference.
The historical financial statements of Kingfisher for the years ended December 31, 2016 and 2015 and the nine months ended September 30, 2017 included in the Proxy Statement beginning on pageFin-85 are incorporated herein by reference.
The historical financial statements of Alta Mesa for the three years ended December 31, 2017 included in Alta Mesa’s Form10-K filed with the SEC on March 29, 2018 beginning on pageF-1 are incorporated herein by reference.
(b)Pro Forma Financial Information
The unaudited pro forma condensed consolidated combined financial information of Silver Run for the year ended December 31, 2016 and the nine months ended September 30, 2017 included in the Proxy Statement beginning on page 97 is incorporated herein by reference.
(d) | Exhibits |
* | Incorporated by reference to the Company’s Current Report filed February 9, 2018 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ALTA MESA RESOURCES, INC. | ||||||
Date: April 2, 2018 | ||||||
By: | /s/ Michael A McCabe | |||||
Name: | Michael A. McCabe | |||||
Title: | Chief Financial Officer, Chief Compliance Officer and Secretary |