UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a)

 

Under the Securities Exchange Act of 1934

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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Item 1.                                 Security and Issuer

 

This Schedule 13D (“Schedule 13D”) relates to the Class A Common Stock (the “Class A Common Stock”), of Centennial Resource Development, Inc. (formerly known as Silver Run Acquisition Corporation), a corporation formed under the laws of Delaware (the “Issuer”), whose principal executive offices are located at 1401 Seventeenth Street, Suite 1000, Denver, Colorado 80202.

 

Item 2.                                 Identity and Background

 

This statement is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”):

 

(1)                                 Silver Run Sponsor, LLC (“Silver Run Sponsor”);

(2)                                 Silver Run Sponsor Manager, LLC (“Silver Run Manager”);

(3)                                 Riverstone Centennial Holdings, L.P. (“Riverstone Centennial”);

(4)                                 Riverstone VI REL Holdings GP, LLC (“Riverstone REL”);

(5)                                 Riverstone Energy Partners VI, L.P. (“Riverstone Energy Partners”);

(6)                                 Riverstone Energy GP VI, LLC (“Riverstone Energy GP”);

(7)                                 Riverstone Energy GP VI Corp (“Riverstone Energy Corp”);

(8)                                 Riverstone Holdings LLC (“Riverstone Holdings” and, together with Riverstone Centennial, Riverstone REL, Riverstone Energy Partners, Riverstone Energy GP, and Riverstone Energy Corp, the “Riverstone Entities”);

(9)                                 David M. Leuschen  (“Mr. Leuschen”); and

(10)                          Pierre F. Lapeyre, Jr. (“Mr. Lapeyre”).

 

Silver Run Sponsor, Silver Run Manager, and the Riverstone Entities are each organized under the laws of the State of Delaware.  The business address of each of Silver Run Sponsor and Silver Run Manager is 1000 Louisiana St., Suite 1450, Houston, Texas 77002.  The business address of each of the Riverstone Entities is 712 Fifth Avenue, 36th Floor, New York, NY 10019.  Silver Run Sponsor, Silver Run Manager and the Riverstone Entities are principally engaged in the business of investing in securities, including the Issuer.

 

Information with respect to the executive officers and directors of Silver Run Sponsor, Silver Run Manager and the Riverstone Entities (collectively, the “Related Persons”), including name, business address, present principal occupation or employment and the organization in which such employment is conducted, and citizenship is listed on the attached Schedule A, which is incorporated herein by reference.

 

Mr. Leuschen and Mr. Lapeyre are citizens of the United States of America.  They are the managing directors and the sole members of Riverstone Holdings.  The business address of Mr. Leuschen and Mr. Lapeyre is 712 Fifth Avenue, 36th Floor, New York, NY 10019.

 

During the last five years, none of the Reporting Persons or Related Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

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Item 3.                                 Source and Amount of Funds or Other Consideration

 

Prior to the initial public offering of  the Issuer, Silver Run Sponsor purchased 11,500,000 shares of Class B Common Stock of Silver Run Acquisition Corporation for an aggregate purchase price of $25,000 and received 1,437,500 additional shares of Class B Common Stock as result of a stock dividend. Silver Run Sponsor subsequently transferred 120,000 shares of Class B Common Stock to certain director nominees and forfeited 437,500 shares for no consideration. Silver Run Sponsor also purchased warrants to purchase 8,000,000 shares of Class A Common Stock for an aggregate purchase price of $12,000,000 in connection with the closing of the Issuer’s initial public offering.

 

Silver Run Sponsor obtained the funds to purchase the shares of Class B Common Stock and the warrants through a capital contribution from Silver Run Manager, which in turn received the funds from capital contributions from its members.

 

In connection with the closing of the Business Combination described in Item 4 herein, the Issuer sold 81,005,000 shares of Class A Common Stock to Riverstone Centennial for a purchase price of $10.00 per share.

 

Riverstone Centennial obtained the funds to purchase the shares of Class A Common Stock through a capital contribution from the other Riverstone Entities, which in turn received the funds from capital contributions from their respective members and/or limited partners.

 

Item 4.                                 Purpose of Transaction

 

Business Combination

 

On October 11, 2016, the Issuer consummated the acquisition  of approximately 89% of the outstanding membership interests in Centennial Resource Production, LLC (the “Business Combination”).  Upon consummation of the Business Combination, each outstanding share of Class B Common Stock automatically converted into one share of Class A Common Stock.

 

Subscription Agreement

 

To fund a portion of the cash consideration for the Business Combination, the Issuer issued and sold 81,005,000 shares of Class A Common Stock to Riverstone Centennial at a price of $10.00 per share pursuant to a subscription agreement, dated July 21, 2016, by and between  the Issuer, and Riverstone Centennial (the “Subscription Agreement”).

 

Registration Rights Agreement

 

In connection with the consummation of the Business Combination, on October 11, 2016, the Issuer, Silver Run Sponsor, Riverstone Centennial and certain other holders of the Issuer’s

 

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securities entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Issuer granted demand registration rights, short-form registration rights and piggyback registration rights to such shareholders. The rights of any shareholder under the Registration Rights Agreement will terminate upon the earlier of: (i) the tenth anniversary of the Registration Rights Agreement or (ii) the date as of which (A) all Registrable Securities (as defined in the Registration Rights Agreement) have been sold pursuant to a registration statement or (B) no Registrable Securities remain outstanding.

 

Sponsor Warrants Purchase Agreement

 

On February 29, 2016, Silver Run Sponsor purchased from the Issuer an aggregate of 8,000,000 warrants (the “Warrants”) at a price of $1.50 per whole warrant pursuant to a Sponsor Warrant Purchase Agreement . The Warrants are exercisable at any time on or after November 10, 2016 at a price of $11.50 per share. The Warrants will expire on the fifth anniversary of the consummation of the Business Combination.

 

General

 

The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and they intend to review their investments in the Issuer on a continuing basis.  Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.

 

The Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions.  In addition, the Reporting Persons may engage in discussions with management, the board of directors, and shareholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Class A Common Stock; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition of the Issuer’s board of directors.

 

Item 5.                                 Interest in Securities of the Issuer

 

(a) — (b)

 

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to

 

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dispose or to direct the disposition of, as of the date hereof, based on 164,449,079 shares of Class A Common Stock outstanding as of October 11, 2016.

 

Reporting Person		Amount beneficially owned		Percent of class		Sole power to vote or to direct the vote		Shared power to vote or to direct the vote		Sole power to dispose or to direct the disposition		Shared power to dispose or to direct the disposition
Silver Run Sponsor, LLC		20,380,000		12.4	%	0		20,380,000		0		20,380,000
Silver Run Sponsor Manager, LLC		20,380,000		12.4	%	0		20,380,000		0		20,380,000
Riverstone Centennial Holdings, L.P.		81,005,000		49.3	%	0		81,005,000		0		81,005,000
Riverstone VI REL Holdings GP, LLC		81,005,000		49.3	%	0		81,005,000		0		81,005,000
Riverstone Energy Partners VI, L.P.		81,005,000		49.3	%	0		81,005,000		0		81,005,000
Riverstone Energy GP VI, LLC		81,005,000		49.3	%	0		81,005,000		0		81,005,000
Riverstone Energy GP VI Corp		81,005,000		49.3	%	0		81,005,000		0		81,005,000
Riverstone Holdings LLC		101,385,000		61.7	%	0		101,385,000		0		101,385,000
David M. Leuschen		101,385,000		61.7	%	0		101,385,000		0		101,385,000
Pierre F. Lapeyre Jr.		101,385,000		61.7	%	0		101,385,000		0		101,385,000

 

Silver Run Sponsor is the record holder of 12,380,000 shares of Class A Common Stock and warrants to purchase an additional 8,000,000 shares of Class A Common Stock that are exercisable at any time. Riverstone Centennial is the record holder of 81,005,000 shares of Class A Common Stock.

 

Silver Run Manager is the managing member of Silver Run Sponsor. Riverstone Holdings is the managing member of Silver Run Manager. Mr. Leuschen and Mr. Lapeyre are the managing directors of Riverstone Holdings and have or share voting and investment discretion with respect to the securities held of record by Silver Run Sponsor. As such, each of Silver Run Manager, Riverstone Holdings, Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the securities held directly by Silver Run Sponsor. Each such entity or person disclaims any such beneficial ownership of such securities.

 

Riverstone Holdings is also the sole shareholder of Riverstone Energy Corp, which is the managing member of Riverstone Energy GP, which is the general partner of Riverstone Energy Partners, which is the managing member of Riverstone REL, which is the general partner of Riverstone Centennial.  Riverstone Energy GP is managed by an eight person managing committee consisting of Pierre F. Lapeyre, Jr., David M. Leuschen, James T. Hackett, Michael B. Hoffman, N. John Lancaster, Andrew W. Ward, Mark G. Papa and, on a rotating basis, one of E. Bartow Jones, Baran Tekkora and Robert M. Tichio. As such, each of Riverstone REL, Riverstone Energy GP, Riverstone Energy Corp, Riverstone Holdings, Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the Class A Common Stock held directly by Riverstone Centennial.  Each such entity or person disclaims any such beneficial ownership.

 

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(c)                                  Except as described above pursuant to the Subscription Agreement, during the past 60 days none of the Reporting Persons or Related Persons has effected any transactions in the Class A Common Stock.

 

(d)                                 None.

 

(e)                                  Not Applicable.

 

Item 6.                                 Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

 

Item 4 above summarizes certain provisions of the Subscription Agreement,  the Registration Rights Agreement and the Warrants, and is incorporated herein by reference.  A copy of each of these agreements is attached as an exhibit to this Schedule 13D, and each is incorporated herein by reference.

 

Except as set forth herein, none of the Reporting Persons or Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

 

Item 7.               Materials to be Filed as Exhibits

 

Exhibit Number		Description
1		Joint Filing Agreement.
2		Subscription Agreement, dated July 21, 2016, by and between Silver Run Acquisition Corporation and Riverstone Centennial Holdings, L.P. (incorporated by reference to Annex H to the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the SEC on September 23, 2016).
3		Amended and Restated Registration Rights Agreement, dated as of October 11, 2016, by and among Centennial Resource Development, Inc. (formerly known as Silver Run Acquisition Corporation), Silver Run Sponsor, LLC, the individuals party thereto, Centennial Resource Development, LLC, NGP Centennial Follow-On LLC, Celero Energy Company, LP and Riverstone Holdings, L.P. (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on October 11, 2016).

 

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4		Sponsor Warrants Purchase Agreement, dated February 23, 2016, between Silver Run Acquisition Corporation and Silver Run Sponsor, LLC (incorporated by reference to Exhibit 10.5 to the Issuer’s Current Report on Form 8-K filed with the SEC on February 29, 2016.
24.1		Power of Attorney of David M. Leuschen.
24.2		Power of Attorney of Pierre F. Lapeyre, Jr.

 

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SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date:  October 21, 2016
	Silver Run Sponsor, LLC
	By:	Silver Run Sponsor Manager, LLC, its managing member
	By:	/s/ Thomas J. Walker
	Title:	Managing Director
	Silver Run Sponsor Manager, LLC
	By:	/s/ Thomas J. Walker
	Title:	Managing Director
	Riverstone Centennial Holdings, L.P.
	By:	Riverstone VI REL Holdings GP, LLC,
		its general partner
	By:	/s/ Thomas J. Walker
	Title:	Managing Director
	Riverstone VI REL Holdings GP, LLC
	By:	/s/ Thomas J. Walker
	Title:	Managing Director
	Riverstone Energy Partners VI, L.P.
	By:	Riverstone Energy GP VI, LLC,
		its general partner
	By:	/s/ Thomas J. Walker
	Title:	Managing Director
	Riverstone Energy GP VI, LLC
	By:	/s/ Thomas J. Walker
	Title:	Managing Director

 

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	Riverstone Energy GP VI Corp
	By:	/s/ Thomas J. Walker
	Title:	Vice President
	Riverstone Holdings LLC
	By:	/s/ Thomas J. Walker, Authorized Person
	David M. Leuschen
	By:	/s/ Thomas J. Walker, attorney-in-fact
	Pierre F. Lapeyre, Jr.
	By:	/s/ Thomas J. Walker, attorney-in-fact

 

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SCHEDULE A

 

The name, present principal occupation or employment and citizenship of each of the executive officers and directors of the Reporting Persons are set forth below. The business address of each individual is c/o Riverstone Holdings LLC, 712 Fifth Avenue, 36th Floor, New York, New York 10019.

 

Riverstone Holdings LLC

 

 

Riverstone Energy GP VI Corp

 

 

Riverstone Energy GP VI, LLC

 

Management Committee Members

 

 

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* Serves on the Management Committee on a rotating basis.

 

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Exhibit 1

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13D with respect to the Class A Common Stock of Centennial Resource Development, Inc. beneficially owned by each of them of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 21st day of October, 2016.

 

	Silver Run Sponsor, LLC
	By:	Silver Run Sponsor Manager, LLC, its managing member
	By:	/s/ Thomas J. Walker
	Title:	Managing Director
	Silver Run Sponsor Manager, LLC
	By:	/s/ Thomas J. Walker
	Title:	Managing Director
	Riverstone Centennial Holdings, L.P.
	By:	Riverstone VI REL Holdings GP, LLC,
		its general partner
	By:	/s/ Thomas J. Walker
	Title:	Managing Director

 

 

	Riverstone VI REL Holdings GP, LLC
	By:	/s/ Thomas J. Walker
	Title:	Managing Director
	Riverstone Energy Partners VI, L.P.
	By:	Riverstone Energy GP VI, LLC,
		its general partner
	By:	/s/ Thomas J. Walker
	Title:	Managing Director
	Riverstone Energy GP VI, LLC
	By:	/s/ Thomas J. Walker
	Title:	Managing Director
	Riverstone Energy GP VI Corp
	By:	/s/ Thomas J. Walker
	Title:	Vice President
	Riverstone Holdings LLC
	By:	/s/ Thomas J. Walker, Authorized Person
	David M. Leuschen
	By:	/s/ Thomas J. Walker, attorney-in-fact
	Pierre F. Lapeyre, Jr.
	By:	/s/ Thomas J. Walker, attorney-in-fact

 

Exhibit 24.1

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints Stephen S. Coats and Thomas J. Walker or either of them signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

 

1.                                      execute for and on behalf of the undersigned with respect to Silver Run Acquisition Corporation (the “Company”), Schedules 13D and 13G and Forms 3, 4, and 5 in accordance with Sections 13 and 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

 

2.                                      do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13D or 13G or Forms 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

 

3.                                      take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Sections 13 and 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of February, 2016.

 

	/s/ David M. Leuschen
	DAVID M. LEUSCHEN

 

Exhibit 24.2

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints Stephen S. Coats and Thomas J. Walker or either of them signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

 

1.                                      execute for and on behalf of the undersigned with respect to Silver Run Acquisition Corporation (the “Company”), Schedules 13D and 13G and Forms 3, 4, and 5 in accordance with Sections 13 and 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

 

2.                                      do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13D or 13G or Forms 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

 

3.                                      take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Sections 13 and 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of February, 2016.

 

	/s/ Pierre F. Lapeyre, Jr.
	PIERRE F. LAPEYRE, JR.