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