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