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Alta Mesa

Settlement of In Re Alta Mesa Resources, Inc. Securities Litigation,
No. 4:19-cv-00957

The parties have reached a settlement of this action, pending in the United States District Court for the Southern District of Texas, Houston Division.  The settlement provides for a combined payment of $126,300,000 for the benefit of eligible Class Members.  Plaintiffs FNY Partners Fund LP, FNY Managed Accounts, LLC, Paul J. Burbach, United Association National Pension Fund (f/k/a Plumbers and Pipefitters National Pension Fund), and Camelot Event Driven Fund, a series of Frank Funds Trust alleged Alta Mesa, previously known as Silver Run II, was a SPAC sponsored by the private equity firm Riverstone.  One of Riverstone’s partners, James T. Hackett, served as CEO of Silver Run II.  Beginning in August 2017, Silver Run II and Alta Mesa Holdings’ (“AMH”) CEO, Harlan Chappelle, proposed to purchase and merge two energy companies operating in Oklahoma, AMH and Kingfisher Midstream (“Kingfisher”).  Between August 2017 and January 2018, Riverstone and Messrs. Hackett and Chappelle engaged in a proxy roadshow to solicit approval from Silver Run II shareholders for the proposed merger.  Plaintiffs’ suit alleges that, to induce shareholders to vote yes on the deal on February 6, 2018, Riverstone, Mr. Hackett, and AMH (together with related executives and other entities) made numerous false and misleading statements to their investors, including earnings projections that overstated the value of AMH and Kingfisher.

Within weeks of approval of the deal, the defendants made a series of downward adjustments to 2018 earnings projections, and later admitted that the wells per section and average oil production assumptions underlying Alta Mesa’s purported $3.8 billion valuation were incorrect as of the February 6, 2018 shareholder vote to approve the merger.  In February 2019, Alta Mesa took a $3 billion write-off of AMH and Kingfisher assets, and declared bankruptcy in September 2019.

The Class consists of:

(a)       All persons and entities that held shares of Alta Mesa (Silver Run II) common stock (CUSIP 02133L109; ticker “SRUN”), and/or Silver Run II Units (“Silver Run Units”) (CUSIP 82812A202; ticker “SRUNU”) on the January 22, 2018 record date that were entitled to vote on Alta Mesa’s proposed transaction with AMH and Kingfisher (collectively, persons and entities with these claims may be referred to in these proceedings as the “Section 14a Class Members”);

(b)       All persons and entities that purchased or otherwise acquired Alta Mesa (Silver Run II) common stock (CUSIP 02133L109; ticker “SRUN”), Alta Mesa (Silver Run II) warrants (CUSIP 02133L117; ticker “SRUNW”), and/or Silver Run II Units (“Silver Run Units”) (CUSIP 82812A202; ticker “SRUNU”) on or after August 16, 2017 and prior to the closing of the Business Combination on February 9, 2018 (collectively, persons and entities with these claims may be referred to in these proceedings as the “Silver Run Class Members”);

and

(c)       All persons and entities that purchased or otherwise acquired Alta Mesa common stock (CUSIP 02133L109; ticker “AMR”) or Alta Mesa warrants (CUSIP 02133L117; ticker “AMRWW”) (other than those automatically converted from Silver Run Units by operation of the Business Combination) between the February 9, 2018 closing of the Business Combination and May 17, 2019 (inclusive).

Excluded from the Class are the following: (i) Defendants; (ii) the officers and directors of Alta Mesa, Silver Run II, AMH, KFM, and the Control Entity Defendants during the Class Period (the “Excluded Officers and Directors”); (iii) members of the immediate families of the Individual Defendants and of the Excluded Officers and Directors; (iv) any entity in which any Defendant, any Excluded Officer or Director or any of their respective immediate family members has and/or had during the Class Period a controlling interest; (v) Defendants’ liability insurance carriers; (vi) any affiliates, parents, or subsidiaries of Alta Mesa, Silver Run II, AMH, KFM or the Control Entity Defendants; (vii) all Alta Mesa, Silver Run II, AMH, KFM, and Control Entity Defendants’ plans that are covered by ERISA; (viii) and the legal representatives, heirs, agents, affiliates, successors-in-interest or assigns of any excluded person or entity, in their respective capacity as such.

The settlement was approved by the Court on May 6, 2025.

If you have any questions about the settlement or the litigation, please contact the Shareholder Relations Department at 1-800-449-4900.

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