Silver Run Acquisition Corporation II (NasdaqCM:SRUN) (‘Silver Run II’) entered into agreement to acquire Alta Mesa Holdings, LP (‘Alta Mesa’) and Kingfisher Midstream, LLC (‘Kingfisher’) for $3.1 billion on August 16, 2017. Zach Lee, Chief Executive Officer of ARM Energy and an equity owner of Kingfisher Midstream is the seller of Kingfisher Midstream, LLC in the transaction. The transaction is structured as the acquisition by Silver Run II of each of Alta Mesa and Kingfisher. Silver Run II will issue 220 million common units as consideration for the acquisition of Alta Mesa, subject to the adjustment of number of common units being issued. Silver Run II will also contribute $400 million in cash to Alta Mesa at closing. In exchange for the acquisition of Kingfisher from KFM Holdco LLC, Silver Run II will issue 55 million units of its common stock and $800 million in cash, subject to adjustment. KFM Holdco will also purchase from Silver Run II a number of shares of Class C common stock corresponding to the number of common units received by KFM Holdco at closing. In connection with the execution of the agreements Silver Run II entered into a forward purchase agreement with Riverstone VI SR II Holdings, L.P. (“Riverstone”), pursuant to which Riverstone has agreed to purchase at closing, up to $200 million of shares of Class A Common Stock at a purchase price of $100 per share. The current owners of Alta Mesa and Kingfisher will invest alongside Silver Run II’s stockholders by committing to hold significant amounts of equity in the combined company. Jim Hackett, Chief Operations Officer of Kingfisher Midstream raised approximately $1 billion through Silver Run Acquisition Corporation IPO. After the completion of transaction, the existing public stockholders of Silver Run Acquisition and Riverstone will collectively hold a 49% interest in the combined company. At consummation of the transaction, Silver Run II is expected to be renamed Alta Mesa Resources, Inc. and will trade on the NASDAQ stock exchange under the ticker symbol “AMR” beginning on February 12, 2018. James T. Hackett, Chairman and Chief Executive Officer of Silver Run II, will serve as Executive Chairman following the consummation of the business combination, while Harlan H. Chappelle, Michael E. Ellis, and Michael A. McCabe will continue as Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer of Alta Mesa Resources, Inc., respectively. David M. Leuschen, Pierre F. Lapeyre, Jr., William W. McMullen, Don Dimitrievich, William D. Gutermuth, Jeffrey H. Tepper, Diana J. Walters and Donald R. Sinclair will also be part of the Board. Riverstone Holdings LLC and Alta Mesa management will collectively own a significant portion of the combined company, representing approximately 34% of the pro-forma market capitalization. The transaction is subject to the approval of Silver Run II stockholders and the satisfaction or waiver of other customary closing conditions, including the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, approval for listing of shares on the NASDAQ. As on September 18, 2017, the transaction got early termination notice from Federal Trade Commission. The transaction is expected to close in the fourth quarter of 2017. As on February 5, 2018, it is expected that the transaction will complete on February 9, 2018. As of February 6, 2018, Silver Run stockholders approved the merger in a special meeting. Citigroup Global Markets Inc. acted as capital markets advisor, Tudor, Pickering, Holt & Co. acted as financial advisor to Silver Run II. Nicholas P. Luongo and Debbie Yee from Latham & Watkins LLP served as the legal advisor to Silver Run II and Riverstone Holdings LLC. Vivian Y. Ouyang, G. Alan Rafte, Hans P. Dyke, Jason M. Jean, Elizabeth L. McGinley, Troy L. Harder, Rebecca L. Baker, Daniel E. Hemli, Kevin A. Ewing, D. Kirk Morgan II, Heather Palmer, Bruce R. Jocz, Jacqueline R. Java, W. Jared Berg, Kenni E. Callahan, Charlotte Keenan and Kathy Witty Medford of Bracewell LLP acted as legal advisors to Kingfisher and HPS Investment Partners, an investor in Silver Run II. Bill Benitez, Cyril Jones, Jesse Wallin, Jeannie Poland, Timothy Vaughan, Michael Fisherman, Mark Dundon, Joe Tobias and Andy Veit of Kirkland & Ellis LLP acted as legal advisor for Bayou City Energy, an investor in Alta Mesa and Kingfisher. Citigroup Global Markets Inc. acted as financial advisor to Alta Mesa. Goldman Sachs & Co LLC and Morgan Stanley & Co. LLC also acted as capital markets advisors to Alta Mesa. Bill Nelson, Kristina Trauger, Vicki Odette, Sam Lichtman, Buddy Clark, Jesse Gelsomini, Kraig Grahmann, John Menke, Kristin Santamaria, Nick Rice, Don Shiman and Simin Sun of Haynes & Boone LLP acted as legal advisor to Alta Mesa. JP Morgan served as lead financial advisor and Barclays acted as co-financial advisor to Kingfisher. Durham, Jones & Pinegar acted as legal advisor to ARM Energy Holdings, LLC an equity owner of Kingfisher. Russell Smith and Elisabeth Calvert of Durham, Jones & Pinegar acted as legal advisor to Alta Mesa Resources, Inc. Morrow Sodali LLC acted as proxy solicitor to Silver Run for a fee of $25,000. Mark Zimkind of Continental Stock Transfer & Trust Company, Inc. acted as transfer agent for Silver Run.