Item 1.01 Entry into a Material Definitive Agreement.
On August 7, 2014
, RSP Permian, Inc.
, a Delaware
corporation (the "Company"),
and certain stockholders of the Company (the "Selling Stockholders") entered
into an Underwriting Agreement (the "Underwriting Agreement") with Barclays
and RBC Capital Markets, LLC
, as representatives of the several
underwriters named therein (the "Underwriters"), relating to the offer and sale
of the Company's common stock, par value $0.01
per share (the "Common Stock").
The Underwriting Agreement provides for the offer and sale (the "Offering") by
the Company and the Selling Stockholders, and purchase by the Underwriters, of
an aggregate of 10,000,000 shares of Common Stock at a price to the public of
per share ($24.75225
per share net of underwriting discounts and
commissions). Of the 10,000,000 shares of Common Stock, 4,166,667 were sold by
the Company and 5,833,333 were sold by the Selling Stockholders. Pursuant to the
Underwriting Agreement, the Company and the Selling Stockholders granted the
Underwriters a 30-day option to purchase up to an aggregate of 1,500,000
additional shares of Common Stock, pro rata, to cover over-allotments. The
material terms of the Offering are described in the prospectus, dated August 7,
(the "Prospectus"), filed by the Company with the Securities and Exchange
(the "Commission") on August 7, 2014
, pursuant to
Rule 424(b)(4) under the Securities Act of 1933, as amended (the "Securities
Act"). The Offering is registered with the Commission pursuant to a Registration
Statement on Form S-1, as amended (File No. 333-196388), initially filed by the
Company on May 30, 2014
. The Offering closed on August 12, 2014
The Underwriting Agreement contains customary representations and warranties,
agreements and obligations, closing conditions and termination provisions. The
Company and the Selling Stockholders have agreed to indemnify the Underwriters
against certain liabilities, including liabilities under the Securities Act, and
to contribute to payments the Underwriters may be required to make because of
any of those liabilities.
The Company and the Selling Stockholders received official notice of exercise of
each of the Underwriters' options to purchase the full 1,500,000 of additional
shares of Common Stock on August 8, 2014
, which closed simultaneously with the
Offering. Net proceeds received by the Company from the sale of 4,791,667
shares of its Common Stock were approximately $117.8 million
, after deducting
underwriting discounts and commissions and estimated offering expenses payable
by the Company. As described in the Prospectus, the Company intends to use the
net proceeds of the Offering to repay amounts drawn under its revolving credit
facility. The Company did not receive any proceeds from the sale of shares of
Common Stock by the Selling Stockholders.
As more fully described under the caption "Underwriting (Conflicts of Interest)"
in the Prospectus, certain of the Underwriters and their respective affiliates
have, from time to time, performed, and may in the future perform, various
commercial and investment banking and financial advisory services for the
Company and its affiliates, for which they have received, and may in the future
receive, customary fees and expenses. Affiliates of certain of the Underwriters
are lenders under the Company's revolving credit facility and will therefore
receive their respective share of repayment by the Company of amounts
outstanding under the Company's revolving credit facility from the Company's net
proceeds to be received from the Offering.
The foregoing description is qualified in its entirety by reference to the full
text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this
Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
Item 8.01 Other Events.
On August 7, 2014
and August 12, 2014
, the Company issued news releases
announcing the pricing and the closing, respectively, of the Offering. Copies of
the news releases are attached hereto as Exhibit 99.1 and 99.2, respectively.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
1.1 Underwriting Agreement, dated as of August 7, 2014, by and among RSP
Permian, Inc., the Selling Stockholders named therein, and Barclays
Capital Inc. and RBC Capital Markets, LLC, as representatives of the
several underwriters named therein.
99.1 News Release, dated August 7, 2014, titled "RSP Permian, Inc.
Announces Pricing of Common Stock Offering."
99.2 News Release, dated August 12, 2014, titled "RSP Permian, Inc.
Announces Closing of Public Offering and Full Exercise of
Underwriters' Option to Purchase Additional Common Stock."