Alta Mesa Resources, Inc. /DE - FORM S-1/A - March 17, 2017

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EX-10.9 - EXHIBIT 10.9 - Alta Mesa Resources, Inc. /DEa2231421zex-10_9.htm
EX-10.6 - EXHIBIT 10.6 - Alta Mesa Resources, Inc. /DEa2231421zex-10_6.htm
EX-10.4 - EXHIBIT 10.4 - Alta Mesa Resources, Inc. /DEa2231421zex-10_4.htm
EX-10.3 - EXHIBIT 10.3 - Alta Mesa Resources, Inc. /DEa2231421zex-10_3.htm
EX-5.1 - EXHIBIT 5.1 - Alta Mesa Resources, Inc. /DEa2231421zex-5_1.htm

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As filed with the U.S. Securities and Exchange Commission on March 17, 2017

Registration No. 333- 216409


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


AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


Silver Run Acquisition Corporation II
(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)		   6770
(Primary Standard Industrial
Classification Code Number)		   81-4433840
(I.R.S. Employer
Identification Number)

1000 Louisiana Street, Suite 1450
Houston, TX 77002
(713) 357-1400
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)


Stephen S. Coats
Secretary
Silver Run Acquisition Corporation II
1000 Louisiana Street, Suite 1450
Houston, TX 77002
(713) 357-1400
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)


Copies to:

Jennifer A. Bensch, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Tel: (212) 310-8000
Fax: (212) 310-8007
 
Douglas E. McWilliams, Esq.
E. Ramey Layne, Esq.
Vinson & Elkins L.L.P.
1001 Fannin Street, Suite 2500
Houston, TX 77002
Tel: (713) 758-2222
Fax: (713) 758-2346


Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.

          If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.    o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý
 (Do not check if asmaller reporting company)		   Smaller reporting company o

          The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   


EXPLANATORY NOTE

        The sole purpose of this amendment is to file certain exhibits to the registration statement as indicated in Item 16(a) of Part II of this amendment. No change is made to the preliminary prospectus constituting Part I of the registration statement or Items 13, 14, 15, 16(b) or 17 of Part II of the registration statement. Accordingly, this amendment consists only of the facing page, this explanatory note and Item 16(a) of Part II and the signatures of the registration statement.

Item 16.    Exhibits and Financial Statement Schedules.

        (a)   Exhibits.    The list of exhibits following the signature page of this registration statement is incorporated herein by reference.

Exhibit No.   Description
  1.1   Form of Underwriting Agreement.†
  3.1   Certificate of Incorporation.*
  3.2   Form of Amended and Restated Certificate of Incorporation.*
  3.3   Bylaws.*
  4.1   Specimen Unit Certificate.*
  4.2   Specimen Class A Common Stock Certificate.*
  4.3   Specimen Warrant Certificate.*
  4.4   Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
  5.1   Opinion of Weil, Gotshal & Manges LLP.**
  10.1   Promissory Note, dated November 22, 2016, issued to Silver Run Sponsor II, LLC.*
  10.2   Form of Letter Agreement among the Registrant and its officers and directors and Silver Run Sponsor II, LLC.*
  10.3   Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.**
  10.4   Form of Registration Rights Agreement among the Registrant and certain security holders.**
  10.5   Securities Subscription Agreement, dated November 21, 2016, between the Registrant and Silver Run Sponsor II, LLC.*
  10.6   Form of Private Placement Warrants Purchase Agreement between the Registrant and Silver Run Sponsor II, LLC.**
  10.7   Form of Indemnity Agreement.*
  10.8   Form of Administrative Support Agreement.*
  10.9   Forward Purchase Agreement.**
  14.1   Form of Code of Ethics.*
  23.1   Consent of WithumSmith+Brown, PC.*
  23.2   Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).**
  24.1   Power of Attorney (included on signature page of this Registration Statement).*
  99.1   Form of Audit Committee Charter.*
  99.2   Form of Compensation Committee Charter.*
  99.3   Consent of William D. Gutermuth.*
  99.4   Consent of Jeffrey H. Tepper.*
  99.5   Consent of Diana J. Walters.*
  99.6   Consent of James T. Hackett.*
*
Previously filed.

**
Filed herewith.

†
To be filed by amendment.

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 SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 17th day of March, 2017.

    SILVER RUN ACQUISITION CORPORATION II

 
 
By:
 
/s/ THOMAS J. WALKER
 Thomas J. Walker
 Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Name
 
Position
 
Date

 
 
 
 
 
 
 
*
 Ken Ryan		   Chief Executive Officer (Principal Executive Officer)   March 17, 2017

/s/ THOMAS J. WALKER
 Thomas J. Walker
 
Chief Financial Officer (Principal Financial and Accounting Officer)
 
March 17, 2017

*By:
 
/s/ THOMAS J. WALKER
 Thomas J. Walker
 Attorney-in-fact
 
 
 
 

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