EFTA01369691.pdf

SILVER RUN Silver Run Acquisition Corp. announces acquisition of CENTENNIAL Centennial Resource Production for $1.74bn Deutsche Bank served as the Transaction overview Company and business highlights Joint Equity Capital Markets • On July 22. 2016, Silver Run Acquisition Corp. and Centennial Resource • Centennial Resource Development. Inc (COEV") was formed on August 30. Advisor for Silver Run Acquisition Production announced the signing of a definitive merger agreement. whereby 2012 by management. 3rd party investors and an affiliate of Natural Gas Corp. ("SRAO•) on its $1.74bn S will acquire Centennial at an enterprise value of $1 74bn. representing Partners ("Nen-) acquisition of Centennial 12.6x 2017E Adjusted EBITDAX of $138 million • On June 22. 2016, CDEV tied an S-1 Resource Production, LLC • On July 6. 2016, certain funds controlled by Riverstone entered into an — gross proceeds of 610Ornm from IPO expected to pay down 565mm of (*Centennial') agreement to acquire a majority interest in Centennial existing term loan, credit facility and fund capes • Riverstone and certain affiliates will contribute approximately 5810mm of — CDEV ultimately decided to exit through a sale process with Silver Run —Riverstone and its affiliated cash in exchange for Class A shares and will acquire a majority interest in funds co-invested through a • CDEV is an independent oil and gas company with assets concentrated in Centennial the Delaware Basin $810 milion PIPE - The existing owners of Centennial will retain a signdicant equity stake in Centennial (-11%) - largo. contiguous acreage in the Reeves. Ward and Pecos counties —Fidelity and Capital World also - 61 horctontal producing wells 45 miles long by 20 miles vide • Successfully secured $200mm in PIPE commitments from institutional participated via a $200 million investors to fund the remaining consideration • operate -83% of -42.500 leasoWacquired not acres with -82% NWI PIPE • Transaction expected to close in September 2016 • 1.357 gross horizontal locations with a focus on extending laterally • Ended Centennial's IPO plans to file for the first IPO of a U.S. and gas • In 2015, operated an average one rig and 12 horizontal wells of production In February 2016, Deutsche Bank producer since 2014 price crash - suspended drilling activity in March 2016 to preserve capital acted as the lead left bookrunner — &Ivor Run expects that sponsor expenence will lead to better acreage - added one horizontal rig in June 2016 and expect to add a second rig in on Silver Run's $500mm IPO development in West Texas and subsequent higher valuations 4016 Illustrative PF Valuation Acreage map Investment highlights PF snares (mm) $184 Pure-play core Delaware Basin company Total equity value 51.835 PF nut dobl Pro-forma Firm Value (5100) 51.735 0 42.500 not acres primarily in Reeves and Ward counties 0 Approximately 7.200 board of net production Firm Value / AdJ. EBITDAX 48.6MMboe of net prated reserves as of June 2016 FV r 2017E Adi EBITDAX 12 6x Stacked pay consisting of 5 currently producing shale zones with FV 12018E Adj. EBITDAX 6.6x 0 upside for 7 more 0 1.357 gross identified potential horizontal drilling locations Among the best performers in the Southern Delaware Basin based on 0 production per lateral foot Deutsche Bank Source. PIING. Olings 4 Corporate Banking & Securities CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062121 CONFIDENTIAL SDNY_GM_00208305 EFTA01369691