EFTA01369695.pdf

SILVER Silver Run Acquisition Corp. (NASDAQ: "SRAQU") RUN $500 million energy-focused SPAC,-; IPO DB is serving as the left Silver Run Acquisition Corp offering terms Transaction highlights lead underwriter for the IPO of Silver Run SILVER • This transaction marks the largest IPO completed in 2016 in the Americas and the fifth YTD (with the previous four IPOs all being Acquisition Corp., a SPAC RUN Healthcare transactions. averaging $109mm in size) led by Riverstone Pricing date February 23's, 2016 • The orderbook was meaningfully oversubscribed with around half the Transaction size $500 million (post-shoe and upsized from $400mm) orders coming in from fundamental investors, including leading long. Holdings 50 million units (includes 550mm greenshoe) only's. family offices and prominent energy investors Securities offered - each unit consisting of 1 share of Class A common • Transaction was upsized from $400mm due to robust demand and This represents a stock and 1/3 of a one warrant meaningful oversubscription and is tied for the largest post-crisis SPAC landmark transaction that Amount held In trust: Equal to 100% of offering proceeds • Silver Run is sponsored by Riverstone Holdings, the leading energy Sponsor "at risk' $12.0 million investment in warrants at 51.50 per features the premier Investment: warrant (direct purchase of 8.0mm warrants) private equity firm with -$33bn under management energy sponsor and a Shares issued to sponsor al formation equivalent to • David Leuschen and Pierre Lapeyre. the Founders of Riverstone have Sponsor promote presented at every Silver Run roadshow meeting and will remain best-in-class management 20.0% of common equity ownership post - public raise intimately involved as this landmark transaction represents a key team led by Mark Papa DB role: Load left bookrunnor strategic focus for their firm Other bookrunners: Citi Global Markets. Goldman Sachs & Co. • Exercised a $S0MM greenshoe on February 241^ Key management Powerful acquisition vehicle in current environment... ...and well positioned to seize energy sector volatility The SPAC structure is Ideally salted to take advantage of curroni Riverstone Mark Papa Sector volatility Narue industry dynamics in energy union tiro multiple trays lit which a postrky/ Leading global energy. 45 year: of operating Recent collapse in oA frattanCliOll can he structured to mein diffornril soggy needs locused private equity experience in energy prices has put Mark G. Papa firm - Under his leadership. pressure on cos. Injecting growth capital and providing public market sponsorship to a CEO burgeoning energy asset - Extensive investment EOG grew its market across energy sector and operating cap from 52bn to over - Lower oil prices Thomas J. Walker expertise in energy Nam reduced access to FloxiNlity for seller to participate in upside allows Sleet Run to work with sector - Repeatedly ranked the traditional bank CFO targets that want to retain partial ownership and access to a liquid security - 15-year track record of Top Independent E&P financing optimizing high-quality CEO and best CEO in - Short lerm price Stephen S. Coats businesses Gaol Energy volatility Identifying corporate carve-outs to propel a compelling standalone business Secretary O Deloveraging and hiking public good assets vain limited access to traditional Sthies Rem Air.strisittoit Corp. capital markets O Oper•enc(- of a best-in-class E&P CEO combined with the - O Attractive solution for Sponsors looking to exit as potential strategic buyers focus more on maintaining balance sheet flexibility •• enkiti:W of one of the world's largest onergy.locused private equity firms to take ackentage of a “oura 'T in the energy industry Deutsche Bank Source: Company filings 9 Corporate Banking Z. Securities CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062126 CONFIDENTIAL SDNY_GM_00208310 EFTA01369695