0000899243-18-008263.txt : 20180321 0000899243-18-008263.hdr.sgml : 20180321 20180321173128 ACCESSION NUMBER: 0000899243-18-008263 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180311 FILED AS OF DATE: 20180321 DATE AS OF CHANGE: 20180321 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HPS Investment Partners, LLC CENTRAL INDEX KEY: 0001670185 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38040 FILM NUMBER: 18705267 BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2122876767 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 FORMER NAME: FORMER CONFORMED NAME: Highbridge Principal Strategies, LLC DATE OF NAME CHANGE: 20160323 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Alta Mesa Resources, Inc. /DE CENTRAL INDEX KEY: 0001690769 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 814433840 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 15021 KATY FREEWAY STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77094 BUSINESS PHONE: 281-530-0991 MAIL ADDRESS: STREET 1: 15021 KATY FREEWAY STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77094 FORMER COMPANY: FORMER CONFORMED NAME: Silver Run Acquisition Corp II DATE OF NAME CHANGE: 20161123 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2018-03-11 0 0001690769 Alta Mesa Resources, Inc. /DE AMR 0001670185 HPS Investment Partners, LLC 40 WEST 57TH STREET, 33RD FLOOR NEW YORK NY 10019 0 0 1 0 Class A Common Stock 28662418 I See footnotes HPS Investment Partners, LLC ("HPS") manages, directly or indirectly (i) each of Mezzanine Partners II Delaware Subsidiary, LLC, KFM Offshore, LLC, a wholly-owned subsidiary of Offshore Mezzanine (as defined below), KFM Institutional, LLC, a wholly-owned subsidiary of Institutional Mezzanine (as defined below), AP Mezzanine Partners II, L.P., and Jade Real Assets Fund, L.P. (collectively, the "HPS Kingfisher Members"), each of which is a beneficial owner of KFM Holdco, LLC (the "Kingfisher Contributor"), (ii) each of Mezzanine Partners II Delaware Subsidiary, LLC, Offshore Mezzanine Partners Master Fund II, L.P. ("Offshore Mezzanine"), Institutional Mezzanine Partners II Subsidiary, L.P. ("Institutional Mezzanine"), AP Mezzanine Partners II, L.P. and Jade Real Assets Fund, L.P. (collectively, the "HPS Alta Mesa Holders"), each of which is a beneficial owner of High Mesa Holdings, LP, (Continued from footnote 1) and (iii) included in the HPS Alta Mesa Holders' beneficial ownership, the HPS Alta Mesa Holders indirectly own, through High Mesa, Inc., a certain percentage of ARM-M I, LLC, a member of the Kingfisher Contributor, and HMS Kingfisher HoldCo, LLC, a member of the Kingfisher Contributor. Therefore, HPS may be deemed to be the beneficial owner of all shares of the Issuer's Class A Common Stock (the "Class A Common Stock"), Class C Common Stock (the "Class C Common Stock") and common units representing limited partner interests of SRII Opco, LP (the "SRII Opco Common Units") beneficially owned by each of the HPS Kingfisher Members and the HPS Alta Mesa Holders. Includes 9,080,458 shares of Class A Common Stock beneficially owned by Mezzanine Partners II Delaware Subsidiary, LLC (as both a HPS Kingfisher Member and a HPS Alta Mesa Holder), 15,331,380 shares of Class A Common Stock beneficially owned by KFM Offshore, LLC, 1,620,655 shares of Class A Common beneficially owned by KFM Institutional, LLC, 1,048,467 shares of Class A Common Stock beneficially owned by AP Mezzanine Partners II, L.P. (as both a HPS Kingfisher Member and a HPS Alta Mesa Holder), 1,394,157 shares of Class A Common Stock beneficially owned by Jade Real Assets Fund, L.P. (as both a HPS Kingfisher Member and a HPS Alta Mesa Holder), 169,423 shares of Class A Common Stock beneficially owned by Offshore Mezzanine and 17,878 shares of Class A Common Stock beneficially owned by Institutional Mezzanine. In connection with the closing (the "Closing") of the Issuer's initial business combination on February 9, 2018 (the "Initial Business Combination"), the Issuer issued to the Kingfisher Contributor 55 million shares of Class C Common Stock and caused SRII Opco, LP to issue an equal number of its SRII Opco Common Units to the Kingfisher Contributor in exchange for certain interests of the Kingfisher Contributor. 39 million of the SRII Opco Common Units may, at the option of the Kingfisher Contributor, be redeemed for shares of Class A Common Stock on a one-to-one basis or, at SRII Opco, LP's option, an equivalent amount of cash, at any time after 90 days after the Closing and have no expiration date. Upon redemption, an equal number of shares of Class C Common Stock will be cancelled. HPS Investment Partners, LLC, By: /s/ Don Dimitrievich, Managing Director 2018-03-21