0000899243-19-003314.txt : 20190212
0000899243-19-003314.hdr.sgml : 20190212
20190212170820
ACCESSION NUMBER: 0000899243-19-003314
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190209
FILED AS OF DATE: 20190212
DATE AS OF CHANGE: 20190212
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38040
FILM NUMBER: 19591903
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: CRUDE PETROLEUM & NATURAL GAS [1311]
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
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-02-09
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
2019-02-09
4
C
0
180754
A
3020817
I
By Jade Real Assets Fund, L.P.
Class A Common Stock
2019-02-09
4
C
0
170775
A
3998254
I
By AP Mezzanine Partners II, L.P.
Class A Common Stock
2019-02-09
4
C
0
1268359
A
24188118
I
By Mezzanine Partners II Delaware Subsidiary, LLC
Class A Common Stock
2019-02-09
4
C
0
462441
A
22195096
I
By Offshore Mezzanine Partners Master Fund II, L.P.
Class A Common Stock
2019-02-09
4
C
0
1704820
A
19199677
I
By KFM Offshore, LLC
Class A Common Stock
2019-02-09
4
C
0
48797
A
2342045
I
By Institutional Mezzanine Partners II Subsidiary, L.P.
Class A Common Stock
2019-02-09
4
C
0
180214
A
2029566
I
By KFM Institutional, LLC
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. ("Jade") (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"),
(Continued from Footnote 1) AP Mezzanine Partners II, L.P. and Jade (collectively, the "HPS Alta Mesa Holders"), each of which is a beneficial owner of High Mesa Holdings, LP (the "Alta Mesa Contributor"), 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") and Class C Common Stock (the "Class C Common Stock") and common units representing limited partner interests (the "SRII Opco Common Units") of SRII Opco, LP ("SRII") beneficially owned by each of the HPS Kingfisher Members and the HPS Alta Mesa Holders.
In connection with the closing (the "Closing") of the Issuer's initial business combination on February 9, 2018, the Issuer issued to the Alta Mesa Contributor shares of Class C Common Stock and caused SRII to issue an equal number of its SRII Opco Common Units to the Alta Mesa Contributor in exchange for certain interests of the Alta Mesa Contributor. The SRII Opco Common Units may, at the option of the Alta Mesa Contributor, be redeemed for shares of Class A Common Stock on a one-for-one basis or, at SRII's option, an equivalent amount of cash, at any time after 180 days after the Closing and have no expiration date. Upon redemption, an equal number of shares of Class C Common Stock will be cancelled.
In connection with the Closing, the Kingfisher Contributor agreed that, for a period of time, it would not transfer 16,000,000 SRII Opco Common Units (and a corresponding number of shares of Class C Common Stock) received as consideration (the "Reserved Units") and such Reserved Units would be available to satisfy any indemnification obligations of the Kingfisher Contributor. The transfer restriction relating to 8,000,000 Reserved Units terminated on February 9, 2019, the first anniversary of the Closing, and the transfer restriction relating to any remaining Reserved Units will terminate 18 months after Closing. The acquisitions reported herein are in connection with the termination of transfer restrictions on the first 8,000,000 Reserved Units.
HPS Investment Partners, LLC, /s/ Don Dimitrievich, Managing Director
2019-02-12