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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material under §240.14a-12

 

Silver Run Acquisition Corporation

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

o

 

No fee required.

o

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

ý

 

Fee paid previously with preliminary materials.

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:
        
 
    (2)   Form, Schedule or Registration Statement No.:
        
 
    (3)   Filing Party:
        
 
    (4)   Date Filed:
        
 

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PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
OF SILVER RUN ACQUISITION CORPORATION

Dear Stockholders of Silver Run Acquisition Corporation:

        You are cordially invited to attend the special meeting of stockholders of Silver Run Acquisition Corporation ("Silver Run," "we," "our" or "us"). At the special meeting, Silver Run stockholders will be asked to consider and vote on proposals to:


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Each of the Proposals is more fully described in the accompanying proxy statement, which each Silver Run stockholder is encouraged to review carefully.

        We refer to (a) the business combination, (b) the completion of the Private Placements, (c) the conversion of the outstanding shares of Silver Run's Class B Common Stock, par value $0.0001 per share (the "Class B Common Stock" and such outstanding shares, the "founder shares"), into shares of Class A Common Stock on a one-for-one basis in connection with the business combination, (d) the contribution of cash by Silver Run to CRP necessary for CRP to repay any of its or its subsidiaries' outstanding debt that becomes due and payable as a result of the consummation of the business combination and (e) the redemption by Silver Run of shares of Class A Common Stock held by any public stockholders (as defined herein) in connection with the business combination, collectively, as the "Transactions."

        Silver Run's Class A Common Stock and warrants, which are exercisable for shares of Class A Common Stock under certain circumstances, are currently listed on the NASDAQ under the symbols "SRAQ" and "SRAQW," respectively. Certain of our shares of Class A Common Stock and warrants currently trade as units consisting of one share of Class A Common Stock and one-third of one warrant, and are listed on the NASDAQ under the symbol "SRAQU." The units will automatically separate into the component securities upon consummation of the business combination and, as a result, will no longer trade as a separate security. Upon the closing of the business combination, we intend to change our name from "Silver Run Acquisition Corporation" to "Centennial Resource Development, Inc.," and we have applied to continue the listing of our Class A Common Stock and warrants on the NASDAQ under the symbols "CDEV" and "CDEVW," respectively.

        Pursuant to our Charter, we are providing the holders of shares of Class A Common Stock originally sold as part of the units issued in our initial public offering, which closed on February 29, 2016 (the "IPO" and such holders, the "public stockholders"), with the opportunity to redeem, upon the closing of the business combination, shares of Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the business combination) in the trust account (the "Trust Account") that holds the proceeds (including interest but net of franchise and income taxes payable) from the IPO and a concurrent private placement of warrants to Silver Run Sponsor, LLC (our "Sponsor"). For illustrative purposes, based on the fair value of marketable securities held in the Trust Account as of June 30, 2016 of approximately $500,296,824, the estimated per share redemption price would have been approximately $10.00. Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a "group" (as defined under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group's shares, in excess of 20% of the outstanding shares of Class A Common Stock sold in the IPO. Holders of Silver Run's outstanding warrants sold in the IPO, which are exercisable for shares of Class A Common Stock under certain circumstances, do not have redemption rights in connection with the business combination. Our Sponsor, officers and directors have agreed to waive their redemption rights in connection with the consummation of the


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business combination with respect to any shares of Class A Common Stock they may hold, and the founder shares will be excluded from the pro rata calculation used to determine the per share redemption price. Currently, our Sponsor, officers and directors own approximately 20% of our outstanding Class A Common Stock and Class B Common Stock, including all of the founder shares. Our Sponsor, officers and directors have agreed to vote any shares of Class A Common Stock and Class B Common Stock owned by them in favor of each of the Proposals.

        Silver Run is providing this proxy statement and accompanying proxy card to its stockholders in connection with the solicitation of proxies to be voted at the special meeting and any adjournments or postponements of the special meeting. Your vote is very important. Whether or not you plan to attend the special meeting in person, please submit your proxy card without delay.

         We encourage you to read this proxy statement carefully. In particular, you should review the matters discussed under the caption "Risk Factors" beginning on page 41 of this proxy statement.

         Silver Run's board of directors recommends that Silver Run stockholders vote FOR the Business Combination Proposal, FOR the Class C Charter Proposal, FOR the Authorized Share Charter Proposal, FOR the Additional Charter Proposal, FOR the NASDAQ Proposal, FOR the LTIP Proposal and FOR the Adjournment Proposal. When you consider the recommendation of Silver Run's board of directors in favor of each of the Proposals, you should keep in mind that certain of Silver Run's directors and officers have interests in the business combination that may conflict with your interests as a stockholder. See the section entitled "Proposal No. 1—The Business Combination Proposal—Interests of Certain Persons in the Business Combination."

        Approval of the Business Combination Proposal, the NASDAQ Proposal, the LTIP Proposal and the Adjournment Proposal requires the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote and actually cast thereon at the special meeting, voting as a single class. Approval of the Charter Proposals requires the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote thereon at the special meeting, voting as a single class.

        If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the Proposals presented at the special meeting. If you fail to return your proxy card or fail to submit your proxy by telephone or over the Internet, or fail to instruct your bank, broker or other nominee how to vote, and do not attend the special meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and, if a quorum is present, will have no effect on the Business Combination Proposal, the NASDAQ Proposal, the LTIP Proposal or the Adjournment Proposal, but will have the same effect as a vote AGAINST the Charter Proposals. If you are a stockholder of record and you attend the special meeting and wish to vote in person, you may withdraw your proxy and vote in person.

        TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE SILVER RUN REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO SILVER RUN'S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY'S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.


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Thank you for your consideration of these matters.

Sincerely,

GRAPHIC

Mark G. Papa
Chief Executive Officer and Director
Silver Run Acquisition Corporation

         Whether or not you plan to attend the special meeting of Silver Run stockholders, please submit your proxy by completing, signing, dating and mailing the enclosed proxy card in the pre-addressed postage paid envelope or by using the telephone or Internet procedures provided to you by your broker or bank. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting of Silver Run stockholders and vote in person, you must obtain a proxy from your broker or bank.

         Neither the Securities and Exchange Commission nor any state securities commission has passed upon the adequacy or accuracy of this proxy statement. Any representation to the contrary is criminal offense.

        This proxy statement is dated September 23, 2016 and is first being mailed to Silver Run stockholders on or about September 23, 2016.


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SILVER RUN ACQUISITION CORPORATION
1000 Louisiana Street, Suite 1450
Houston, Texas 77002

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
OF SILVER RUN ACQUISITION CORPORATION

To Be Held On October 7, 2016

        To the Stockholders of Silver Run Acquisition Corporation:

        NOTICE IS HEREBY GIVEN that the special meeting of stockholders of Silver Run Acquisition Corporation ("Silver Run," "we," "our" or "us") will be held at 10:00 a.m., local time, on October 7, 2016, at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153 for the following purposes:


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        We refer to (a) the business combination, (b) the completion of the Private Placements, (c) the conversion of the outstanding shares of Silver Run's Class B Common Stock, par value $0.0001 per share (the "Class B Common Stock" and such outstanding shares, the "founder shares"), into shares of Class A Common Stock on a one-for-one basis in connection with the business combination, (d) the contribution of cash by Silver Run to CRP necessary for CRP to repay any of its or its subsidiaries' outstanding debt that becomes due and payable as a result of the consummation of the business combination and (e) the redemption by Silver Run of shares of Class A Common Stock held by any public stockholders (as defined herein) in connection with the business combination, collectively, as the "Transactions."

        Only holders of record of Silver Run's Class A Common Stock and Class B Common Stock at the close of business on September 20, 2016 are entitled to notice of the special meeting and to vote at the special meeting and any adjournments or postponements thereof. A complete list of Silver Run's stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at Silver Run's principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

        Pursuant to our Charter, we are providing the holders of shares of Class A Common Stock originally sold as part of the units issued in our initial public offering, which closed on February 29, 2016 (the "IPO" and such holders, the "public stockholders"), with the opportunity to redeem, upon the closing of the business combination, shares of Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the business combination) in the trust account (the "Trust Account") that holds the proceeds (including interest but net of franchise and income taxes payable) from the IPO and a concurrent private placement of warrants to Silver Run Sponsor, LLC (our "Sponsor"). For illustrative purposes, based on the fair value of marketable securities held in the Trust Account as of June 30, 2016 of


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approximately $500,296,824, the estimated per share redemption price would have been approximately $10.00. Public stockholders may elect to redeem their shares even if they vote in favor of the Business Combination Proposal. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a "group" (as defined under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group's shares, in excess of 20% of the outstanding shares of Class A Common Stock sold in the IPO. Holders of Silver Run's outstanding warrants sold in the IPO, which are exercisable for shares of Class A Common Stock under certain circumstances, do not have redemption rights in connection with the business combination. Our Sponsor, officers and directors have agreed to waive their redemption rights in connection with the consummation of the business combination with respect to any shares of Class A Common Stock they may hold, and the founder shares will be excluded from the pro rata calculation used to determine the per share redemption price. Currently, our Sponsor, officers and directors own approximately 20% of our outstanding Class A Common Stock and Class B Common Stock, including all of the founder shares. Our Sponsor, officers and directors have agreed to vote any shares of Class A Common Stock and Class B Common Stock owned by them in favor of each of the Proposals.

        The closing of the business combination is conditioned on the approval of the Business Combination Proposal, the Class C Charter Proposal and the NASDAQ Proposal at the special meeting. The Charter Proposals and the LTIP Proposal are conditioned on the approval of the Business Combination Proposal and the NASDAQ Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in the accompanying proxy statement.

        Your attention is directed to the proxy statement accompanying this notice (including the annexes thereto) for a more complete description of the proposed business combination and related Transactions and each of our Proposals. We encourage you to read this proxy statement carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali, at (800) 662-5200 (banks and brokers call collect at (203) 658-9400).

September 23, 2016
By Order of the Board of Directors

GRAPHIC

Mark G. Papa
Chief Executive Officer and Director

         Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on October 7, 2016: This notice of meeting and the related proxy statement will be available at http://www.cstproxy.com/silverrunacquisitioncorp/2016 .



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CERTAIN DEFINED TERMS

    iii  

SUMMARY TERM SHEET

   
v
 

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR SILVER RUN STOCKHOLDERS

   
1
 

SUMMARY OF THE PROXY STATEMENT

   
17
 

SELECTED HISTORICAL FINANCIAL INFORMATION OF SILVER RUN

   
35
 

SELECTED HISTORICAL FINANCIAL INFORMATION OF CRP

   
36
 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

   
40
 

RISK FACTORS

   
41
 

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION

   
79
 

COMPARATIVE SHARE INFORMATION

   
91
 

CAPITALIZATION

   
92
 

SPECIAL MEETING OF SILVER RUN STOCKHOLDERS

   
93
 

PROPOSAL NO. 1—THE BUSINESS COMBINATION PROPOSAL

   
98
 

PROPOSAL NO. 2—THE CLASS C CHARTER PROPOSAL

   
151
 

PROPOSAL NO. 3—THE AUTHORIZED SHARE CHARTER PROPOSAL

   
153
 

PROPOSAL NO. 4—THE ADDITIONAL CHARTER PROPOSAL

   
154
 

PROPOSAL NO. 5—THE NASDAQ PROPOSAL

   
155
 

PROPOSAL NO. 6—THE LTIP PROPOSAL

   
157
 

PROPOSAL NO. 7—THE ADJOURNMENT PROPOSAL

   
166
 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SILVER RUN

   
167
 

BUSINESS OF SILVER RUN

   
170
 

OFFICERS AND DIRECTORS OF SILVER RUN

   
172
 

EXECUTIVE COMPENSATION

   
176
 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CRP

   
182
 

BUSINESS OF CRP

   
209
 

BENEFICIAL OWNERSHIP OF SECURITIES

   
236
 

HOUSEHOLDING INFORMATION

   
241
 

SUBMISSION OF STOCKHOLDER PROPOSALS

   
241
 

WHERE YOU CAN FIND ADDITIONAL INFORMATION

   
241
 

INDEX TO FINANCIAL STATEMENTS

   
Fin-1
 

i


ANNEX A: COMPOSITE CONTRIBUTION AGREEMENT

    A-1  

ANNEX B: SECOND A&R CHARTER

   
B-1
 

ANNEX C: CERTIFICATE OF DESIGNATION

   
C-1
 

ANNEX D: LTIP

   
D-1
 

ANNEX E: AGREEMENT TO ASSIGN

   
E-1
 

ANNEX F: NSAI RESERVE REPORTS

   
F-1
 

ANNEX G: FAIRNESS OPINION OF EVERCORE

   
G-1
 

ANNEX H: SUBSCRIPTION AGREEMENT (RIVERSTONE PRIVATE PLACEMENT)

   
H-1
 

ANNEX I: SUBSCRIPTION AGREEMENTS (PIPE INVESTMENT)

   
I-1-1
 

ANNEX J: GLOSSARY OF OIL AND NATURAL GAS TERMS

   
J-1
 

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CERTAIN DEFINED TERMS

        Unless the context otherwise requires, references in this proxy statement to:

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        For additional defined terms commonly used in the oil and natural gas industry and used in this proxy statement, please see "Glossary of Oil and Natural Gas Terms" set forth in Annex J .

        Unless otherwise specified, the voting and economic interests of Silver Run stockholders set forth in this proxy statement (x) assume that (i) the Additional Debt Repayment Contribution is approximately $188.3 million, which represents the amount outstanding under CRP's credit agreement, net of cash, as of June 30, 2016, (ii) no public stockholders elect to have their public shares redeemed, (iii) only 81,005,000 shares of Class A Common Stock are issued to the Riverstone private investors in the Riverstone Private Placement (as defined herein), (iv) none of Silver Run's existing stockholders or the investors who will become stockholders of Silver Run at the closing of the Transactions purchase shares of Class A Common Stock in the open market and (v) there are no other issuances of equity interests of Silver Run and (y) do not take into account private placement warrants and public warrants that will remain outstanding following the business combination and may be exercised at a later date.

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SUMMARY TERM SHEET

        This Summary Term Sheet, together with the sections entitled "Questions and Answers About the Proposals for Silver Run Stockholders" and "Summary of the Proxy Statement," summarizes certain information contained in this proxy statement, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement, including the attached annexes, for a more complete understanding of the matters to be considered at the special meeting of Silver Run stockholders.

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        For more information, see the sections entitled "Proposal No. 2—The Class C Charter Proposal," "Proposal No. 3—The Authorized Share Charter Proposal," "Proposal No. 4—The Additional Charter Proposal," "Proposal No. 5—The NASDAQ Proposal," "Proposal No. 6—The LTIP Proposal" and "Proposal No. 7—The Adjournment Proposal."

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS
FOR SILVER RUN STOCKHOLDERS

         The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting of stockholders of Silver Run Acquisition Corporation ("Silver Run," "we," "our" or "us"), including the proposed business combination. The following questions and answers do not include all the information that is important to Silver Run stockholders. We urge Silver Run stockholders to read carefully this entire proxy statement, including the annexes and other documents referred to herein.

Q:
Why am I receiving this proxy statement?

A:
Silver Run stockholders are being asked to consider and vote upon, among other things, a proposal to (a) approve and adopt the Contribution Agreement, dated as of July 6, 2016 (as amended by Amendment No. 1 thereto, dated as of July 29, 2016, the "Contribution Agreement"), among Centennial Resource Development, LLC, a Delaware limited liability company ("CRD"), NGP Centennial Follow-On LLC, a Delaware limited liability company ("NGP Follow-On"), Celero Energy Company, LP, a Delaware limited partnership ("Celero" and, together with CRD and NGP Follow-On, the "Centennial Contributors"), Centennial Resource Production LLC, a Delaware limited liability company ("CRP"), and New Centennial, LLC ("NewCo"), a Delaware limited liability company controlled by Riverstone Investment Group LLC and its affiliates (collectively, "Riverstone"), to which we expect to become a party following such approval and adoption and pursuant to which we will acquire approximately 89% of the outstanding membership interests in CRP and (b) approve such acquisition and the other transactions contemplated by the Contribution Agreement (the "business combination" and such proposal, the "Business Combination Proposal"). Subject to the terms and conditions set forth in the Contribution Agreement, the Centennial Contributors will receive approximately $1.2 billion in cash and will retain approximately $184.7 million of equity securities in CRP that are exchangeable into 20,000,000 shares of Silver Run's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock").

A composite copy of the Contribution Agreement, incorporating Amendment No. 1 thereto into the text of the initial agreement, is attached to this proxy statement as Annex A . This proxy statement and its annexes contain important information about the proposed business combination and the other matters to be acted upon at the special meeting. You should read this proxy statement and its annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement and its annexes.

Q:
What is being voted on at the special meeting?

A:
Below are the proposals on which Silver Run stockholders will vote at the special meeting.

1.
The Business Combination Proposal—To approve and adopt the Contribution Agreement and approve the business combination.

2.
The Class C Charter Proposal—To approve and adopt amendments to Silver Run's amended and restated certificate of incorporation (the "Charter") to create a new class of capital stock, Class C Common Stock, par value $0.0001 per share (the "Class C Common Stock" and such proposal, the "Charter Proposal"). A copy of our second amended and restated certificate of incorporation (the "Second A&R Charter") reflecting the proposed amendments pursuant to the Class C Charter Proposal is attached to this proxy statement as Annex B .

3.
The Authorized Share Charter Proposal—To approve and adopt an amendment to the Charter to increase the number of authorized shares of Class A Common Stock from 200,000,000 shares to 600,000,000 shares (the "Authorized Share Charter Proposal"). A copy of the Second

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Q:
Are the proposals conditioned on one another?

A:
Yes. The closing of the business combination is conditioned on the approval of the Business Combination Proposal, the Class C Charter Proposal and the NASDAQ Proposal at the special meeting. The Charter Proposals and the LTIP Proposal are conditioned on the approval of the Business Combination Proposal and the NASDAQ Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement.

Q:
Why is Silver Run providing stockholders with the opportunity to vote on the business combination?

A:
Under our Charter, we must provide all holders of shares of Class A Common Stock originally sold as part of the units issued in Silver Run's initial public offering, which closed on February 29, 2016 (the "IPO" and such shares and holders, the "public shares" and "public stockholders," respectively) with the opportunity to have their public shares redeemed upon the consummation of an Initial Business Combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, we have elected to provide our stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, we are seeking to obtain the approval of our stockholders of the Business Combination Proposal in order to allow our public stockholders to effectuate redemptions of their public shares in connection with the closing of the business combination. The approval of our stockholders of the Business Combination Proposal is also a condition to closing in the Contribution Agreement.

Q:
What will happen in the business combination?

A:
On July 6, 2016, the Centennial Contributors, CRP and NewCo entered into the Contribution Agreement, pursuant to which, among other things, and subject to the terms and conditions contained therein, NewCo has agreed to acquire approximately 89% of the outstanding membership interests in CRP. The parties entered into Amendment No. 1 to Contribution Agreement on July 29, 2016. Under the terms of the Contribution Agreement, without the prior written consent of the other parties thereto, NewCo may assign, in whole or in part, its obligations thereunder to Silver Run. On July 21, 2016, we and NewCo entered into an Agreement to Assign (the "Agreement to Assign"), pursuant to which NewCo has agreed to assign to us, and we have agreed to assume, all of its rights and obligations under the Contribution Agreement, subject to the satisfaction or written waiver, if applicable, of certain conditions, including the approval by our stockholders of the Business Combination Proposal, the Class C Charter Proposal and the NASDAQ Proposal. See the section entitled "Proposal No. 1—The Business Combination Proposal—Related Agreements—Agreement to Assign" for more information on the Agreement to Assign.

Upon assignment of all of NewCo's rights and obligations under the Contribution Agreement, and, subject to the conditions contained therein, at the closing of the business combination, we will contribute to CRP cash in an amount equal to the net cash proceeds received by Silver Run pursuant to the Transactions, plus the amount of funds from the trust account (the "Trust Account") that holds the proceeds (including interest but net of franchise and income taxes payable) from the IPO and a concurrent private placement of warrants to Silver Run Sponsor, LLC (our "Sponsor") and minus any deferred expenses payable by Silver Run at closing to the underwriters in the IPO (the "Silver Run Cash Contribution"). CRP will then distribute to the Centennial Contributors cash in the amount of $1,186,744,348 (the "Cash Consideration") in partial redemption of the Centennial Contributors' membership interests in CRP, and we and the Centennial Contributors will effect a recapitalization of CRP (the "Recapitalization"). Pursuant to the Recapitalization (1) all of the remaining outstanding membership interests of the Centennial Contributors will be converted into 20,000,000 CRP Common Units and (2) we will be admitted as

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Q:
What is the relationship between Silver Run, Riverstone, the Riverstone private investors and the PIPE investors?

A:
Our Sponsor is an affiliate of Riverstone and the holder of the substantial majority of the founder shares and all of the private placement warrants. Silver Run was organized by our Sponsor with the intention to capitalize on the Riverstone platform to identify, acquire and operate a business in the energy industry. The Riverstone private investor is, and any other Riverstone private investors are expected to be, investment funds managed or controlled by Riverstone. The PIPE investors consist of funds advised by investment companies unaffiliated with Silver Run or Riverstone.

Q:
How were the transaction structure and consideration for the business combination determined?

Following our IPO, representatives of Silver Run and Riverstone contacted and were contacted by a number of individuals and entities with respect to business combination opportunities. Representatives of Silver Run and Riverstone initially contacted representatives of CRP to propose a transaction involving CRP and Silver Run. After initial conversations, however, NGP Energy Capital Management, L.L.C. ("NGP"), CRP's sponsor, advised representatives of Silver Run that it would not be pursuing a transaction with Silver Run given the timing and uncertainty of closing

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Q:
What conditions must be satisfied to complete the business combination?

A:
There are a number of closing conditions in the Contribution Agreement, including the approval by our stockholders of the Business Combination Proposal, the Class C Charter Proposal and the NASDAQ Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the business combination, see the section entitled "Proposal No. 1—The Business Combination Proposal—The Contribution Agreement—Conditions to Closing of the Business Combination."

Q:
How will CRP and Silver Run be managed and governed following the business combination?

CRP has historically depended on the services of its senior management and technical personnel for the operation of its business. In connection with the execution of the Contribution Agreement, each member of CRP's senior management entered into a Consulting Agreement with Centennial Resource Management, LLC (the "Management Company"), pursuant to which he or she will provide the Management Company consulting services related to general management services through November 6, 2016. These members of CRP's senior management, including Ward Polzin, CRP's current Chief Executive Officer, however, are not expected to continue as employees of CRP following the business combination. Following the consummation of the business combination, Silver Run will hold approximately 89% of the outstanding membership interests in CRP and will become a member and the sole manager of CRP. As such, we, through our directors and officers, will be responsible for all operational and administrative decisions of CRP and the day-to-day management of CRP's business. Silver Run does not currently have any management-level employees, other than Mark Papa, our Chief Executive Officer, and Stephen Coats, our Secretary, and accordingly we will need to hire additional personnel to replace members of CRP management who do not continue with Silver Run following the business combination.

Silver Run is, and after the closing of the business combination will continue to be, managed by its board of directors. Following the completion of the business combination, the size of our board of directors will be expanded from four directors to eight. Two individuals currently serving on our board of directors will resign from the board following the completion of the business combination and six new directors will be appointed. As a result of CRD's ownership of our Series A Preferred Stock, our board of directors will include one director nominated and elected by CRD for so long as the Centennial Contributors hold at least 5,000,000 CRP Common Units and/or shares of Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and other similar transactions). As of immediately following the Transactions, the Centennial Contributors will hold 20,000,000 CRP Common Units, representing approximately 11% of the outstanding membership interests of CRP. Please see the section entitled "Officers and Directors of Silver Run."

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Q:
Will Silver Run obtain new financing in connection with the business combination?

A:
Silver Run will not obtain new debt financing to fund any portion of the Cash Consideration in the business combination. However, prior to the consummation of the business combination, Silver Run and CRP intend to amend CRP's credit agreement to permit the business combination and to increase the aggregate commitments thereunder. We expect that all outstanding indebtedness of CRP will be repaid at the closing of the business combination. As of June 30, 2016, net of cash, CRP had outstanding borrowings of approximately $188.3 million under its credit agreement.

In connection with the business combination, Silver Run has received commitments for the purchase of up to 81,005,000 shares of Class A Common Stock by the Riverstone private investors, as well as any additional shares necessary to facilitate the Transactions, and 20,000,000 shares of Class A Common Stock to the PIPE investors. Silver Run expects to receive approximately $1.01 billion in aggregate proceeds from the Private Placements, which will be used to fund a portion of the Cash Consideration in the business combination.

We refer to (a) the business combination, (b) the completion of the Private Placements, (c) the conversion of the shares of Class B Common Stock that were originally issued to our Sponsor prior to the IPO (the "founder shares") into shares of Class A Common Stock on a one-for-one basis in connection with the business combination, (d) the contribution of cash by Silver Run to CRP necessary for CRP to repay any of its or its subsidiaries' outstanding debt that becomes due and payable as a result of the consummation of the business combination (the "Additional Debt Repayment Contribution") and (e) the redemption by Silver Run of public shares held by any public stockholders in connection with the business combination, collectively, as the "Transactions."

Q:
Are there any arrangements to help ensure that Silver Run will have sufficient funds, together with the proceeds in its Trust Account, to fund the Cash Consideration?

A:
If the proceeds from the Trust Account, together with the proceeds from the Private Placements, are (i) not less than $1,375,000,000 and (ii) not sufficient to fund the Cash Consideration, then the Centennial Contributors will have the right under the Contribution Agreement to elect to either (x) cause CRP to terminate the Contribution Agreement or (y) cause CRP to distribute the maximum amount of cash available to CRP at the closing of the business combination as a distribution of the Cash Consideration to the Centennial Contributors and to issue to each Centennial Contributor a promissory note, with such notes having an aggregate principal amount equal to the difference between the Cash Consideration and the actual aggregate amount of cash available for distribution to the Centennial Contributors by CRP. See the section entitled "Proposal No. 1—The Business Combination Proposal." However, in connection with the Riverstone Private Placement, the Riverstone private investors have agreed to be ready, willing and able to purchase additional shares of our Class A Common Stock at $10.00 per share in an amount such that the proceeds therefrom, together with certain other available funds, will be sufficient for us to pay the Cash Consideration in the business combination, repay certain outstanding indebtedness of CRP, offset any redemptions of public shares, and pay transaction-related expenses incurred by us.

Q:
What equity stake will current Silver Run stockholders, the new investors in the Private Placements, the holders of our founder shares and the Centennial Contributors hold in Silver Run following the consummation of the Transactions?

A:
It is anticipated that, upon completion of the Transactions, the ownership of Silver Run will be as follows:

the public stockholders (other than the private investors) will own 50,000,000 shares of our Class A Common Stock, representing a 30.6% economic interest and a 27.3% voting interest;

the PIPE investors will own 20,000,000 shares of our Class A Common Stock, representing a 12.2% economic interest and a 10.9% voting interest;

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Q:
Why is Silver Run proposing the amendments to the Charter set forth in the Charter Proposals?

A:
The proposed amendments to the Charter that Silver Run is asking its stockholders to approve in connection with the business combination provide for, among other things, the creation of the Class C Common Stock that will be issued to the Centennial Contributors at the closing of the business combination, as well as the elimination of certain provisions relating to an initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (an "Initial Business Combination") that will no longer be applicable to us following the closing of the business combination. In addition, Silver Run is asking its stockholders to approve an amendment to increase the number of authorized shares of Class A Common Stock from 200,000,000 to 600,000,000. Stockholder approval of the Charter Proposals are required under our Charter. See the sections entitled "Proposal No. 2—The Class C Charter Proposal," "Proposal No. 3—The Authorized Share Charter Proposal" and "Proposal No. 4—The Additional Charter Proposal" for additional information.

Q:
Why is Silver Run proposing the NASDAQ Proposal?

A:
Silver Run is proposing the NASDAQ Proposal in order to comply with NASDAQ Listing Rules, which require stockholder approval of certain transactions that result in the issuance of 20% or more of a company's outstanding voting power or shares of common stock outstanding before the issuance of stock or securities. In connection with the Private Placements, Silver Run expects to issue up to an aggregate of 101,005,000 shares of Class A Common Stock, representing up to 161.6% of the shares of Class A Common Stock and Class B Common Stock outstanding on the date hereof, plus any additional shares of Class A Common Stock that the Riverstone private investors may purchase in order to facilitate the Transactions. We will issue 20,000,000 shares of Class C Common Stock to the Centennial Contributors. We may also issue up to 20,000,000 shares of Class A Common Stock to the Centennial Contributors upon the future redemption or exchange of their CRP Common Units in accordance with the A&R LLC Agreement (as defined herein). Because Silver Run will issue 20% or more of its outstanding voting power and outstanding common stock in connection with the Transactions, it is required to obtain stockholder approval of such issuances pursuant to NASDAQ Listing Rules. Stockholder approval of the NASDAQ Proposal is also a condition to closing in the Contribution Agreement. See the section entitled "Proposal No. 5—The NASDAQ Proposal" for additional information.

Q:
What happens if I sell my shares of Class A Common Stock before the special meeting?

A:
The record date for the special meeting is earlier than the date that the business combination is expected to be completed. If you transfer your shares of Class A Common Stock after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. However, you will not be able to

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Q:
What vote is required to approve the Proposals presented at the special meeting?

A:
Approval of the Business Combination Proposal, the NASDAQ Proposal, the LTIP Proposal and the Adjournment Proposal requires the affirmative vote (in person or by proxy) of the holders of the majority of the outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote and actually cast thereon at the special meeting, voting as a single class. Approval of the Charter Proposals requires the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote thereon at the special meeting, voting as a single class.

Q:
May our Sponsor, directors, officers, advisors or their affiliates purchase shares in connection with the business combination?

A:
In connection with the stockholder vote to approve the proposed business combination, our Sponsor, directors, officers, or advisors or their respective affiliates may privately negotiate transactions to purchase shares from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per share pro rata portion of the Trust Account. None of our Sponsor, directors, officers or advisors or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such stockholder to vote such shares in a manner directed by the purchaser. In the event that our Sponsor, directors, officers or advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per share pro rata portion of the Trust Account.

Q:
How many votes do I have at the special meeting?

A:
Silver Run's stockholders are entitled to one vote at the special meeting for each share of Class A Common Stock or Class B Common Stock held of record as of September 20, 2016, the record date for the special meeting. As of the close of business on the record date, there were a combined 62,500,000 outstanding shares of Class A Common Stock and Class B Common Stock.

Q:
What constitutes a quorum at the special meeting?

A:
Holders of a majority in voting power of Class A Common Stock and Class B Common Stock issued and outstanding and entitled to vote at the special meeting, present in person or represented by proxy, constitute a quorum. In the absence of a quorum, the chairman of the meeting has the power to adjourn the special meeting. As of the record date for the special meeting, 31,250,001 shares of Class A Common Stock and Class B Common Stock, in the aggregate, would be required to achieve a quorum.

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Q:
How will Silver Run's Sponsor, directors and officers vote?

A:
In connection with the IPO, we entered into an agreement with our Sponsor and each of our directors and officers, pursuant to which each agreed to vote any shares of Class A Common Stock and Class B Common Stock owned by them in favor of the Business Combination Proposal. Currently, our Sponsor, directors and officers own approximately 20% of our issued and outstanding shares of Class A Common Stock and Class B Common Stock, in the aggregate, including all of the founder shares.

Q:
What interests do the current officers and directors have in the business combination?

A:
In considering the recommendation of our board of directors to vote in favor of the business combination, stockholders should be aware that, aside from their interests as stockholders, our Sponsor and certain of our directors and officers have interests in the business combination that are different from, or in addition to, those of other stockholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the business combination, and in recommending to stockholders that they approve the business combination. Stockholders should take these interests into account in deciding whether to approve the business combination. These interests include, among other things:

the fact that Riverstone affiliates, including our Sponsor, will hold a majority of the combined voting power of all classes of our outstanding voting stock following the consummation of the Transactions;

the fact that our Sponsor holds 8,000,000 warrants purchased in a private placement that closed simultaneously with the consummation of the IPO (the "private placement warrants") that would expire worthless if a business combination is not consummated;

the fact that our Sponsor, officers and directors have agreed not to redeem any of the shares of Class A Common Stock held by them in connection with a stockholder vote to approve the business combination;

the fact that our Sponsor paid an aggregate of $25,000 for its founder shares and such securities will have a significantly higher value at the time of the business combination, which if unrestricted and freely tradable would be valued at approximately $177,405,400, based on the closing price of our Class A Common Stock on September 22, 2016;

if the Trust Account is liquidated, including in the event we are unable to complete an Initial Business Combination within the required time period, our Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser amount per public share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

the continuation of certain of our existing directors, Mark G. Papa and Jeffrey H. Tepper, as directors of Silver Run;

the fact that each of our independent directors owns 40,000 founder shares that were purchased from our Sponsor at their original purchase price, which if unrestricted and freely tradeable would be valued at approximately $1,719,600, based on the closing price of our Class A Common Stock on September 22, 2016;

the fact that our Sponsor, officers and directors may not participate in the formation of, or become a director or officer of, any other blank check company until we have entered into a definitive agreement regarding an Initial Business Combination or fail to complete an Initial Business Combination by February 28, 2018;

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Q:
What happens if I vote against the Business Combination Proposal?

A:
Under our Charter, if the Business Combination Proposal is not approved and we do not otherwise consummate an alternative business combination by February 28, 2018, we will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to our public stockholders.

Q:
Do I have redemption rights?

A:
If you are a holder of public shares, you may elect to have your public shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two (2) business days prior to the consummation of the business combination, including interest not previously released to Silver Run to pay its franchise and income taxes, by (b) the total number of shares of Class A Common Stock included as part of the units sold in the IPO; provided that Silver Run will not redeem any public shares to the extent that such redemption would result in CRP having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of less than $5,000,001. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a "group" (as defined under Section 13(d)(3) of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group's shares, in excess of 20% of the public shares (the 20% threshold"). Unlike some other blank check companies, other than the net tangible asset requirement and the 20% threshold described above, Silver Run has no specified maximum redemption threshold and there is no other limit on the amount of public shares that you can redeem. Holders of Silver Run's outstanding public warrants do not have redemption rights in connection with the business combination. Our Sponsor, directors and officers have agreed to waive their redemption rights with respect to any shares of Silver Run's capital stock they may hold in connection with the consummation of the business combination, and the founder shares will be excluded from the pro rata calculation used to determine the per share redemption price. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account as of June 30, 2016 of approximately $500,296,824, the estimated per share redemption price would have been approximately $10.00. Additionally, shares properly tendered for redemption will only be redeemed if the business combination is consummated; otherwise holders

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of such shares will only be entitled to a pro rata portion of the Trust Account (including interest but net of franchise and income taxes payable) in connection with the liquidation of the Trust Account or if we subsequently complete a different business combination on or prior to February 28, 2018.

Q:
Will how I vote affect my ability to exercise redemption rights?

A:
No. You may exercise your redemption rights whether you vote your shares of Class A Common Stock for or against or abstain from voting on the Business Combination Proposal or any other proposal described in this proxy statement. As a result, the business combination can be approved by stockholders who will redeem their shares and no longer remain stockholders.

Q:
How do I exercise my redemption rights?

A:
In order to exercise your redemption rights, you must (i) if you hold your shares of Class A Common Stock through units, elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares, (ii) check the box on the enclosed proxy card marked "Shareholder Certification," and (iii) prior to 5:00 p.m., Eastern Daylight time, on October 5, 2016 (two (2) business days before the special meeting), tender your shares physically or electronically and submit a request in writing that we redeem your public shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:

Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com

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Q:
What are the U.S. federal income tax consequences of exercising my redemption rights?

A:
Whether the redemption is subject to U.S. federal income tax depends on your particular facts and circumstances. See the section entitled "Proposal No. 1—Approval of the Business Combination—Certain United States Federal Income Tax Considerations." We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

Q:
Are there any other material U.S. federal income tax consequences to Silver Run that are expected to result from the business combination?

A:
If the business combination is effected, we expect that we will be treated as a U.S. real property holding corporation for U.S. federal income tax purposes. If you are a Non-U.S. holder (defined below in the section entitled "Proposal No. 1—Approval of the Business Combination—Certain United States Federal Income Tax Considerations"), we urge you to consult your tax advisors regarding the tax consequences of such treatment.

Q:
If I am a warrant holder, can I exercise redemption rights with respect to my warrants?

A:
No. The holders of our warrants have no redemption rights with respect to our warrants.

Q:
Do I have appraisal rights if I object to the proposed business combination?

A:
No. There are no appraisal rights available to holders of Class A Common Stock or Class B Common Stock in connection with the business combination.

Q:
What happens to the funds deposited in the Trust Account after consummation of the business combination?

A:
If the Business Combination Proposal is approved, Silver Run intends to use a portion of the funds held in the Trust Account to pay (i) a portion of Silver Run's aggregate costs, fees and expenses in connection with the consummation of the Transactions, (ii) tax obligations and deferred underwriting commissions from the IPO and (iii) for any redemptions of public shares. The remaining balance in the Trust Account, together with proceeds received from the Private Placements, will be contributed to CRP in exchange for an approximate 89% membership interest

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Q:
What happens if the business combination is not consummated or is terminated?

A:
There are certain circumstances under which the Contribution Agreement may be terminated. See the section entitled "Proposal No. 1—The Business Combination Proposal—The Contribution Agreement—Termination" for additional information regarding the parties' specific termination rights. In accordance with our Charter, if an Initial Business Combination is not consummated by February 28, 2018, Silver Run will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to Silver Run to pay its franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders as stockholders of Silver Run (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under the Delaware General Corporation Law (the "DGCL") to provide for claims of creditors and other requirements of applicable law.

Silver Run expects that the amount of any distribution its public stockholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the business combination, subject in each case to Silver Run's obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. Holders of our founder shares have waived any right to any liquidating distributions with respect to those shares.

In the event of liquidation, there will be no distribution with respect to Silver Run's outstanding warrants. Accordingly, the warrants will expire worthless.

Q:
When is the business combination expected to be consummated?

A:
It is currently anticipated that the business combination will be consummated promptly following the special meeting of Silver Run stockholders to be held on October 7, 2016, provided that all the requisite stockholder approvals are obtained and other conditions to the consummation of the business combination have been satisfied or waived. For a description of the conditions for the completion of the business combination, see the section entitled "Proposal No. 1—The Business Combination Proposal—The Contribution Agreement—Conditions to Closing of the Business Combination."

Q:
What do I need to do now?

A:
You are urged to read carefully and consider the information contained in this proxy statement, including "Risk Factors" and the annexes, and to consider how the business combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

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Q:
How do I vote?

A:
If you were a holder of record of Class A Common Stock or Class B Common Stock on September 20, 2016, the record date for the special meeting of Silver Run stockholders, you may vote with respect to the proposals in person at the special meeting or by completing signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in "street name," which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the special meeting and vote in person, obtain a proxy from your broker, bank or nominee.

Q:
What will happen if I abstain from voting or fail to vote at the special meeting?

A:
At the special meeting, Silver Run will count a properly executed proxy marked "ABSTAIN" with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, failure to vote or an abstention will have no effect on the Business Combination Proposal, the NASDAQ Proposal, the LTIP Proposal or the Adjournment Proposal, but will have the same effect as a vote AGAINST the Class C Charter Proposal, the Authorized Share Charter Proposal and the Additional Charter Proposal.

Q:
What will happen if I sign and submit my proxy card without indicating how I wish to vote?

A:
Signed and dated proxies received by Silver Run without an indication of how the stockholder intends to vote on a proposal will be voted "FOR" each proposal presented to the stockholders.

Q:
If I am not going to attend the special meeting in person, should I submit my proxy card instead?

A:
Yes. Whether you plan to attend the special meeting or not, please read the enclosed proxy statement carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:
If my shares are held in "street name," will my broker, bank or nominee automatically vote my shares for me?

A:
No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. Silver Run believes the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:
May I change my vote after I have submitted my executed proxy card?

A:
Yes. You may change your vote by sending a later-dated, signed proxy card to Silver Run's secretary at the address listed below so that it is received by our secretary prior to the special meeting or attend the special meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to Silver Run's secretary, which must be received prior to the special meeting.

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Q:
What should I do if I receive more than one set of voting materials?

A:
You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:
Who can help answer my questions?

A:
If you have questions about the proposals or if you need additional copies of the proxy statement or the enclosed proxy card you should contact:

Silver Run Acquisition Corporation
1000 Louisiana Street, Suite 1450
Houston, Texas 77002
Attention: Secretary

Morrow Sodali
470 West Avenue
Stamford, Connecticut 06902
Telephone: (800) 662-5200
(banks and brokers call collect at (203) 658-9400)
Email: SRAQ.info@morrowco.com

Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com

Q:
Who will solicit and pay the cost of soliciting proxies?

A:
Silver Run will pay the cost of soliciting proxies for the special meeting. Silver Run has engaged Morrow Sodali ("Morrow Sodali"), to assist in the solicitation of proxies for the special meeting. Silver Run has agreed to pay Morrow Sodali a fee of $25,000, plus disbursements. Silver Run will reimburse Morrow Sodali for reasonable out-of-pocket expenses and will indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. Silver Run will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Class A Common Stock and Class B Common Stock for their expenses in forwarding soliciting materials to beneficial owners of Class A Common Stock and Class B Common Stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

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SUMMARY OF THE PROXY STATEMENT

         This summary highlights selected information from this proxy statement and does not contain all of the information that is important to you. To better understand the business combination and the proposals to be considered at the special meeting, you should read this entire proxy statement carefully, including the annexes. See also the section entitled "Where You Can Find More Information."

         This proxy statement includes certain terms commonly used in the oil and natural gas industry, which are defined elsewhere in this proxy statement in "Glossary of Oil and Natural Gas Terms" set forth in Annex J .


Parties to the Business Combination

Silver Run Acquisition Corporation

        Silver Run Acquisition Corporation ("Silver Run," "we," "our" and "us") is a Delaware blank check company formed on November 4, 2015 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving Silver Run and one or more businesses. Upon the closing of the business combination (as defined below), we intend to change our name from "Silver Run Acquisition Corporation" to "Centennial Resource Development, Inc."

        Our Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), warrants and units, consisting of one share of Class A Common Stock and one-third of one warrant ("units"), are traded on The NASDAQ Capital Market ("NASDAQ") under the ticker symbols "SRAQ," "SRAQW" and "SRAQU," respectively. We have applied to continue the listing of our Class A Common Stock and warrants on NASDAQ under the symbols "CDEV" and "CDEVW," respectively, upon the closing of the business combination. The units will automatically separate into the component securities upon consummation of the business combination and, as a result, will no longer trade as a separate security.

        The mailing address of Silver Run's principal executive office is 1000 Louisiana Street, Suite 1450 Houston, Texas 77002.

Centennial Resource Production, LLC

        CRP is an independent oil and natural gas company focused on the development and acquisition of unconventional oil and associated liquids-rich natural gas reserves in the Permian Basin. Its assets are concentrated in the Delaware Basin, a sub-basin of the Permian Basin. Its properties consist of large, contiguous acreage blocks in Reeves, Ward and Pecos counties in West Texas.

        As of June 30, 2016, CRP's portfolio included 62 operated producing horizontal wells. CRP's horizontal wells span an area approximately 45 miles long by 20 miles wide where it has established commercial production in five distinct zones: the 3rd Bone Spring Sandstone, Upper Wolfcamp A, Lower Wolfcamp A, Wolfcamp B and Wolfcamp C. As a result, CRP has broadly appraised its acreage across various geographic areas and stratigraphic zones, which it expects will allow it to efficiently develop its drilling inventory with a focus on maximizing returns to its members. In addition, CRP believes its acreage may be prospective for the 2nd and 3rd Bone Spring shales and Avalon Shale, where other operators have experienced drilling success near its acreage.

        CRP has leased or acquired approximately 42,500 net acres, approximately 80% of which it operates, as of June 30, 2016. CRP's acreage is predominantly located in the southern portion of the Delaware Basin, where production and reserves typically contain a higher percentage of oil and natural gas liquids and a correspondingly lower percentage of natural gas compared to the northern portion of the Delaware Basin. After temporarily suspending drilling activity at the end of March 2016 to preserve

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capital, CRP added one horizontal rig in June 2016 and expects to add two additional horizontal rigs in the fourth quarter of 2016. During 2015, CRP operated, on average, one rig and placed 13 horizontal wells on production. CRP's development drilling plan is comprised exclusively of horizontal drilling with an ongoing focus on reducing drilling times, optimizing completions and reducing costs.

        CRP was formed by an affiliate of Natural Gas Partners, a family of energy-focused private equity investments funds. Its goal is to build a premier development and acquisition company focused on horizontal drilling in the Delaware Basin.

        The mailing address of CRP's principal executive office is 1401 17th Street, Suite 1000 Denver, Colorado 80202.

        For more information about CRP, see the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations of CRP" and "Business of CRP."


The Business Combination

        CRP is currently owned by Centennial Resource Development, LLC, a Delaware limited liability company ("CRD"), NGP Centennial Follow-On LLC, a Delaware limited liability company ("NGP Follow-On"), and Celero Energy Company, LP, a Delaware limited partnership ("Celero" and, together with CRD and NGP Follow-On, the "Centennial Contributors"). On July 21, 2016, we and New Centennial, LLC ("NewCo"), a Delaware limited liability company controlled by Riverstone Investment Group LLC and its affiliates (collectively, "Riverstone"), entered into an Agreement to Assign, pursuant to which NewCo has agreed to assign to us, and we have agreed to assume, all of its rights and obligations under that certain Contribution Agreement, dated as of July 6, 2016 (as amended by Amendment No. 1 thereto, dated as of July 29, 2016, the "Contribution Agreement"), among the Centennial Contributors, CRP and NewCo, subject to the satisfaction or waiver of certain conditions, including the approval by our stockholders of the Business Combination Proposal, the Class C Charter Proposal and the NASDAQ Proposal (each as defined under "—Other Proposals" below). Upon assignment to us of all of NewCo's rights and obligations under the Contribution Agreement, subject to the terms and conditions contained therein, we will acquire approximately 89% of the outstanding membership interests in CRP (such acquisition, together with the other transactions contemplated by the Contribution Agreement, the "business combination"). Any references in the Contribution Agreement to NewCo will include Silver Run after Silver Run executes a joinder agreement to be bound under the Contribution Agreement, and Silver Run will have all of the rights and benefits accruing to NewCo under the Contribution Agreement after it acquires CRP. The summary in this "—The Business Combination" section assumes that all of NewCo's rights and obligations under the Contribution Agreement are assigned to us and we execute and deliver a joinder agreement to be bound under the Contribution Agreement.

        Upon the terms and conditions contained in the Contribution Agreement, at the closing of the business combination (the "Closing"), we will contribute to CRP cash in an amount equal to the net cash proceeds received by Silver Run pursuant to the Transactions, plus the amount of funds from the trust account (the "Trust Account") that holds the proceeds (including interest but net of franchise and income taxes payable) from Silver Run's initial public offering, which closed on February 29, 2016 (the "IPO") and a concurrent private placement of warrants to Silver Run Sponsor, LLC (our "Sponsor") and minus any deferred expenses payable by Silver Run at closing to the underwriters in the IPO. CRP will then distribute to the Centennial Contributors cash in the amount of $1,186,744,348 (the "Cash Consideration") in partial redemption of the Centennial Contributors' membership interests in CRP, and we and the Centennial Contributors will effect a recapitalization of CRP (the "Recapitalization"). Pursuant to the Recapitalization (1) all of the remaining outstanding membership interests of the Centennial Contributors will be converted into 20,000,000 units representing common membership interests in CRP (the "CRP Common Units") and (2) we will be admitted as a member of CRP and

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issued such number of CRP Common Units as is equal to the number of shares of Class A Common Stock outstanding following the consummation of the Transactions. For more information about the Contribution Agreement and the business combination, see the section entitled "Proposal No. 1—The Business Combination Proposal."

        We will also issue an aggregate of 20,000,000 shares of our Class C Common Stock, par value $0.0001 per share (the "Class C Common Stock") to the Centennial Contributors. Holders of Class C Common stock, together with holders of Class A Common Stock voting as a single class, will have the right to vote on all matters properly submitted to a vote of the stockholders, but holders of Class C Common Stock will not be entitled to any dividends or liquidating distributions from Silver Run. The Centennial Contributors will generally have the right to cause CRP to redeem all or a portion of their CRP Common Units in exchange for shares of our Class A Common Stock or, at CRP's option, an equivalent amount of cash; provided that we may, at our option, effect a direct exchange of such cash or Class A Common Stock for such CRP Common Units in lieu of such a redemption by CRP. Upon the future redemption or exchange of CRP Common Units held by a Centennial Contributor, a corresponding number of shares of Class C Common Stock will be cancelled. For more information about the Class C Common Stock, see the section entitled "Proposal No. 2—The Class C Charter Proposal—Description of Class C Common Stock."

        In connection with the Closing, we will also issue one share of our Series A Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock") to CRD. CRD, as the holder of the Series A Preferred Stock, will not be entitled to any dividends from Silver Run, but will be entitled to preferred distributions in liquidation in the amount of $0.0001 per share of Series A Preferred Stock and will have a limited voting right as described below. The Series A Preferred Stock will be redeemable by us (a) at such time as CRD and its affiliates cease to own, in the aggregate, at least 5,000,000 CRP Common Units and/or shares of Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and other similar transactions), (b) at any time at CRD's option or (c) upon a breach of the transfer restrictions relating to the Series A Preferred Stock. In addition, for so long as the Series A Preferred Stock remains outstanding, CRD will be entitled to nominate one director for election to our board of directors in connection with any vote of our stockholders for the election of directors, and the vote of CRD will be the only vote required to elect such nominee to our board. For more information about the Series A Preferred Stock, see the section entitled "Proposal No. 1—The Business Combination Proposal—Related Agreements—Certificate of Designations—Description of Series A Preferred Stock."

        In addition, prior to the consummation of the business combination, Silver Run and CRP intend to amend CRP's credit agreement to permit the business combination and to increase the aggregate commitments thereunder. We expect that all outstanding indebtedness of CRP will be repaid at the Closing.

        On the date of the Contribution Agreement, NewCo delivered to Citibank, N.A., as escrow agent, cash in an amount equal to $157,500,000 as an earnest money deposit (together with interest earned thereon, if any, the "Deposit"). The Deposit will be held in an escrow account and will be distributed to NewCo or, at NewCo's election, to any affiliate thereof or CRP at or in connection with the Closing. If the Contribution Agreement is terminated by CRP as a result of a Terminable Breach (as defined in the section entitled "Proposal No. 1—The Business Combination Proposal—Contribution Agreement—Termination") by NewCo or Silver Run, CRP will have the right to receive the Deposit as liquidated damages. In all other instances in which the Contribution Agreement is validly terminated, NewCo will be entitled to the return of the Deposit.

        For more information about the Contribution Agreement and the business combination and other transactions contemplated thereby, see the section entitled "Proposal No. 1—The Business Combination Proposal."

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Conditions to the Closing

        Conditions to Each Party's Obligation to Consummate the Business Combination.     The respective obligations of each party to consummate the business combination are subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived jointly by the parties, in whole or in part, to the extent permitted by applicable law:

    if applicable, any waiting period applicable to the business combination under The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, must have been terminated or shall have expired; and

    no governmental entity having jurisdiction over any party must have issued any order, decree, ruling, injunction or other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the consummation of the business combination and no law must have been adopted that makes consummation of the business combination illegal or otherwise prohibited.

        Conditions to Silver Run's Obligations to Consummate the Business Combination.     The obligations of Silver Run to consummate the business combination are subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived exclusively by Silver Run, in whole or in part, to the extent permitted by applicable law:

    the representations and warranties of the Centennial Contributors and CRP set forth in the Contribution Agreement must be true and correct as of the date of the Contribution Agreement and as of the date of Closing (the "Closing Date"), as though made on and as of the Closing Date (or, if given as of a specific date, at and as of such date), except where the failure of such representations and warranties to be so true and correct (without regard to qualification or exceptions contained therein as to "materiality," "Company Material Adverse Effect" or "Centennial Contributor Material Adverse Effect") would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect (as defined in the Contribution Agreement) or Centennial Contributor Material Adverse Effect (as defined in the Contribution Agreement), as applicable;

    CRP and the Centennial Contributors must have performed, or complied with, in all material respects all agreements and covenants required to be performed or complied with by such entity under the Contribution Agreement on or prior to the Closing;

    Silver Run must have received a certificate of CRP signed by an executive officer of CRP and the Centennial Contributors, as applicable, dated the Closing Date, confirming that the conditions in the first and second bullets above have been satisfied;

    since the date of the Contribution Agreement, there must not have been a Material Adverse Effect (as defined and described in "Proposal No. 1—The Business Combination Proposal—Contribution Agreement—Material Adverse Effect") on CRP; and

    CRP and each Centennial Contributor must have delivered, or must stand ready to deliver, the closing deliveries required to be delivered under the Contribution Agreement.

        Conditions to CRP's and the Centennial Contributors' Obligations to Consummate the Business Combination.     The obligations of CRP and the Centennial Contributors to consummate the business combination are subject to the satisfaction at or prior to the Closing of the following additional conditions, any or all of which may be waived exclusively by CRP, in whole or in part, to the extent permitted by applicable law:

    the representations and warranties of Silver Run set forth in the Contribution Agreement must be true and correct as of the date of the assignment by NewCo of its rights and obligations

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      under the Contribution Agreement to Silver Run and as of the Closing Date, as though made on and as of the Closing Date (or, if given as of a specific date, at and as of such date), except where the failure of such representations and warranties to be so true and correct (without regard to qualification or exceptions contained therein as to "materiality" or "Silver Run Material Adverse Effect") would not be reasonably likely to have, individually or in the aggregate, a Silver Run Material Adverse Effect (as defined in the Contribution Agreement);

    Silver Run must have performed, or complied with, in all material respects all agreements and covenants required to be performed or complied with by it under the Contribution Agreement at or prior to the Closing;

    CRP and the Centennial Contributors must have received a certificate of Silver Run signed by an executive officer of Silver Run, dated the Closing Date, confirming that the conditions in the first and second bullets above have been satisfied;

    the Class A Common Stock to be issued pursuant to the A&R LLC Agreement (as defined below) must have been approved for listing on NASDAQ, subject only to official notice of issuance thereof;

    the Silver Run stockholder approval of the Business Combination Proposal and the NASDAQ Proposal must have been obtained;

    the redemption of our Common Stock must have been completed in accordance with the terms of Silver Run's organizational documents and the relevant offering documents;

    the Class C Charter Proposal must have received such approval of Silver Run's stockholders as is required by Silver Run's organizational documents and applicable law, and Silver Run must have adopted the amendments to the Charter contemplated thereby;

    as of the Closing, no more than 12,500,000 shares of Class B Common Stock shall be issued and outstanding;

    any other transactions, authorizations or approvals set forth in this proxy statement must have been obtained or consummated, as applicable; and

    Silver Run must have delivered, or must stand ready to deliver, the closing deliveries required to be delivered under the Contribution Agreement.

Regulatory Matters

        Neither Silver Run nor CRP is aware of any material regulatory approvals or actions that are required for completion of the business combination. The parties have determined that a premerger notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended is not required to be filed. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Other Agreements

        Agreement to Assign.     On July 21, 2016, we and NewCo entered into the Agreement to Assign, pursuant to which NewCo has agreed to assign to us, and we have agreed to assume, all of its rights and obligations under the Contribution Agreement, subject to the satisfaction or waiver of certain conditions, including the approval by our stockholders of the Business Combination Proposal, the Class C Charter Proposal and the NASDAQ Proposal and the readiness of the private investors to deliver their purchase commitments in connection with the Private Placements. Upon the satisfaction or waiver of the applicable conditions, we and NewCo will enter into an assignment and assumption

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agreement to effect the assignment of NewCo's rights and obligations under the Contribution Agreement to us, and we will enter into a joinder agreement pursuant to which we will agree to be bound to the terms of the Contribution Agreement. The Agreement to Assign may be terminated by either NewCo or us if, as of the last day of the Silver Run Approval Period (as defined in the section entitled "Proposal No. 1—The Business Combination Proposal—The Contribution Agreement—Closing of the Business Combination"), (i) the special meeting has not been held, (ii) the special meeting has been adjourned to a date after the last day of the Silver Run Approval Period, (iii) the Business Combination Proposal, the Class C Charter Proposal and the NASDAQ Proposal are not approved by Silver Run stockholders, (iv) the Contribution Agreement has been terminated or (v) the conditions to closing of the transactions contemplated by the Agreement to Assign have not been satisfied or waived. For more information about the Agreement to Assign, see the section entitled "Proposal No. 1—The Business Combination Proposal—Related Agreements—Agreement to Assign."

        Consulting Agreements.     In connection with the execution of the Contribution Agreement, Centennial Resource Management, LLC, a Delaware limited liability company (the "Management Company"), entered into Consulting Agreements (the "Consulting Agreements") with each of Ward Polzin, George Glyphis, Bret Siepman, Jamie Wheat, Tim Muniz, Sean Smith, Roxy Forst and Terry Sherban (each, a "Consultant"). Pursuant to the Consulting Agreements, each Consultant will provide the Management Company consulting services related to general management services, including but not limited to, accounting, financial management, operations, land services, geological interpretation, leasing and cooperation and support in the matters described in the section entitled "Proposal No. 1—The Business Combination Proposal—The Contribution Agreement—Covenants of the Parties—Covenants of CRP" (including similar or related matters after the Closing Date). The term of the Consulting Agreements will expire on November 6, 2016, unless otherwise extended by the parties thereto. The Management Company will pay each Consultant a consulting fee of $300 per hour, and the Consultant will not provide consulting services in excess of 50 hours per week. For more information about the Consulting Agreements, see the section entitled "Proposal No. 1—The Business Combination Proposal—Related Agreements—Consulting Agreements."

    Amended and Restated Limited Liability Company Agreement of CRP

        Following completion of the Transactions, we will operate our business through CRP and its subsidiaries. At the Closing, we and the Centennial Contributors will enter into CRP's fifth amended and restated limited liability company agreement (the "A&R LLC Agreement). The operations of CRP, and the rights and obligations of the holders of CRP Common Units, will be set forth in the A&R LLC Agreement. For more information about the A&R LLC Agreement, see the section entitled "Proposal No. 1—The Business Combination Proposal—Related Agreements—A&R LLC Agreement."

    Registration Rights Agreement

        In connection with the Closing, we will amend and restate that certain Registration Rights Agreement dated as of February 23, 2016 among us, our Sponsor and certain of our directors (as amended and restated, the "Registration Rights Agreement"). Under the Registration Rights Agreement, our Sponsor, certain of our directors, the Riverstone private investors and the Centennial Contributors will be entitled to certain registration rights relating to (i) shares of Class A Common Stock issuable upon the conversion of our founder shares, (ii) warrants owned by our Sponsor and warrants that may be issued upon conversion of working capital loans (and any shares of Class A Common Stock issuable upon the exercise of such warrants), (iii) shares of Class A Common Stock issuable upon the future redemption or exchange of CRP Common Units by the Centennial Contributors and (iv) shares of Class A Common Stock issued to the Riverstone private investors in the Riverstone Private Placement. For more information about the Registration Rights Agreement, see the

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section entitled "Proposal No. 1—The Business Combination Proposal—Related Agreements—Registration Rights Agreement."

    Second Amended and Restated Charter

        Pursuant to the terms of the Contribution Agreement, upon the Closing, we will amend and restate our Charter to, among other things, (a) create a new class of capital stock, the Class C Common Stock, to be issued to the Centennial Contributors at the Closing and (b) eliminate certain provisions in the Charter relating to an initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (an "Initial Business Combination") that will no longer be applicable to us following the closing of the business combination. In addition, we will amend our Charter to increase the number of authorized shares of our Class A Common Stock from 200,000,000 to 600,000,000.

        For more information about the amendments to our Charter, see the section entitled "Proposal No. 1—The Business Combination Proposal—Related Agreements—Second Amended and Restated Charter."

    Certificate of Designation

        Upon the Closing, we will file with the Secretary of State of the State of Delaware the Certificate of Designation of Series A Preferred Stock of Silver Run Acquisition Corporation (the "Certificate of Designation"), which will set forth the terms, rights, obligations and preferences of the Series A Preferred Stock which will be issued to CRD at the Closing. A copy of the Certificate of Designation is attached to this proxy statement as Annex C . For more information about the Certificate of Designation and the terms, rights, obligations and preferences of the Series A Preferred Stock, see the section entitled "Proposal No. 1—The Business Combination Proposal—Related Agreements—Certificate of Designation—Description of the Series A Preferred Stock."

    Subscription Agreements

        In connection with the business combination, Silver Run entered into subscription agreements, dated as of July 21, 2016 (the "Investor Subscription Agreements"), with the PIPE investors, pursuant to which the PIPE investors have agreed to purchase, in the aggregate, 20,000,000 shares of Class A Common Stock at $10.00 per share, for an aggregate commitment amount of $200 million.

        On the same date, Silver Run entered into a separate subscription agreement (the "Riverstone Subscription Agreement" and, together with the Investor Subscription Agreements, the "Subscription Agreements"), with Riverstone Centennial Holdings, L.P., an affiliate of Riverstone (the "Riverstone private investor"), pursuant to which the Riverstone private investor agreed to purchase up to 81,005,000 shares of Class A Common Stock at $10.00 per share, for an aggregate commitment amount of approximately $810 million. The Riverstone private investor may assign its rights under the Riverstone Subscription Agreement to one or more parties (the Riverstone private investor, together with any such parties, are referred to herein collectively as the "Riverstone private investors").

        Pursuant to the Riverstone Subscription Agreement, the Riverstone private investors have also agreed to be ready, willing and able to purchase additional shares of our Class A Common Stock at $10.00 per share in an amount such that the proceeds therefrom, together with certain other available funds, will be sufficient for Silver Run to pay the Cash Consideration in the business combination, repay certain outstanding indebtedness of CRP, offset any redemptions of public shares and pay transaction-related expenses incurred by Silver Run.

        The shares of Class A Common Stock to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the "Securities Act") in reliance

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upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The Subscription Agreements provide that Silver Run must register the resale of the shares of Class A Common Stock issued thereunder pursuant to a registration statement that must be filed within 30 calendar days after consummation of the Transactions.

        The closings under the Subscription Agreements will occur substantially concurrently with the Closing and are conditioned thereon, as well as on other customary closing conditions. The Subscription Agreements will be terminated, and be of no further force and effect, upon the earlier to occur of (i) the termination of the Contribution Agreement in accordance with its terms, (ii) the consummation of the business combination pursuant to the terms of the Contribution Agreement by NewCo without the assignment to Silver Run, (iii) the mutual written agreement of the parties, (iv) if any of the conditions to the Closing are not satisfied on or prior to the Closing and (v) October 14, 2016, if the Closing has not occurred by such date (subject to extension to November 15, 2016, upon notice).


Interests of Certain Persons in the Business Combination

        In considering the recommendation of our board of directors to vote in favor of the business combination, stockholders should be aware that, aside from their interests as stockholders, our Sponsor and certain of our directors and officers have interests in the business combination that are different from, or in addition to, those of other stockholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the business combination, and in recommending to stockholders that they approve the business combination. Stockholders should take these interests into account in deciding whether to approve the business combination. These interests include, among other things:

    the fact that Riverstone affiliates, including our Sponsor, will hold a majority of the combined voting power of all classes of our outstanding voting stock following the consummation of the Transactions;

    the fact that our Sponsor holds private placement warrants that would expire worthless if a business combination is not consummated;

    the fact that our Sponsor, officers and directors have agreed not to redeem any of the shares of Class A Common Stock held by them in connection with a stockholder vote to approve the business combination;

    the fact that our Sponsor paid an aggregate of $25,000 for its founder shares and such securities will have a significantly higher value at the time of the business combination, which if unrestricted and freely tradable would be valued at approximately $177,405,400, based on the closing price of our Class A Common Stock on September 22, 2016;

    if the Trust Account is liquidated, including in the event we are unable to complete an Initial Business Combination within the required time period, our Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per share originally sold as part of the units issued in the IPO (the "public shares"), or such lesser amount per public share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

    the continuation of certain of our existing directors, Mark G. Papa and Jeffrey H. Tepper, as directors of Silver Run;

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    the fact that each of our independent directors owns 40,000 founder shares that were purchased from our Sponsor at its original purchase price, which if unrestricted and freely tradeable would be valued at approximately $1,719,600, based on the closing price of our Class A Common Stock on September 22, 2016;

    the fact that our Sponsor, officers and directors may not participate in the formation of, or become a director or officer of, any other blank check company until we have entered into a definitive agreement regarding an Initial Business Combination or fail to complete an Initial Business Combination by February 28, 2018;

    the fact that our Sponsor, officers and directors will lose their entire investment in us if an Initial Business Combination is not completed; and

    that we will enter into an amended and restated registration rights agreement with the Riverstone private investors, our Sponsor, certain of our directors and the Centennial Contributors, which provides for registration rights to such parties.


Reasons for the Approval of the Business Combination

        After careful consideration, the Silver Run board of directors recommends that Silver Run stockholders vote "FOR" each Proposal being submitted to a vote of the Silver Run stockholders at the Silver Run special meeting.

        For a more complete description of Silver Run's reasons for the approval of the business combination and the recommendation of the Silver Run board of directors, see the section entitled "Proposal No. 1—The Business Combination Proposal—Silver Run's Board of Directors' Reasons for the Approval of the Business Combination."


Redemption Rights

        Under our Charter, holders of our Class A Common Stock may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two (2) business days prior to the consummation of the business combination, including interest (which interest shall be net of taxes payable), by (b) the total number of shares of Class A Common Stock issued in the IPO; provided that Silver Run will not redeem any public shares to the extent that such redemption would result in Silver Run having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001. As of June 30, 2016, this would have amounted to approximately $10.00 per share. Under our Charter, in connection with an Initial Business Combination, a holder of public shares (a "public stockholder"), together with any affiliate or any other person with whom such stockholder is acting in concert of as a "group" (as defined under Section 13(d)(3) of the Exchange Act), is restricted from seeking redemption rights with respect to more than 20% of the public shares.

        If a holder exercises its redemption rights, then such holder will be exchanging its shares of Class A Common Stock for cash and will no longer own shares of Class A Common Stock and will not participate in the future growth of Silver Run, if any. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Silver Run's transfer agent in accordance with the procedures described herein. See the section entitled "Special Meeting of Silver Run Stockholders—Redemption Rights" for the procedures to be followed if you wish to redeem your shares for cash.

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Impact of the Business Combination on Silver Run's Public Float

        It is anticipated that, upon completion of the Transactions, the ownership of Silver Run will be as follows:

    the public stockholders (other than the private investors) will own 50,000,000 shares of our Class A Common Stock, representing a 30.6% economic interest and a 27.3% voting interest;

    the PIPE investors will own 20,000,000 shares of our Class A Common Stock, representing a 12.2% economic interest and a 10.9% voting interest;

    the Riverstone private investors will own 81,005,000 shares of our Class A Common Stock, representing a 49.5% economic interest and a 44.1% voting interest;

    the holders of our founder shares, including our Sponsor and independent directors, will own 12,500,000 shares of our Class A Common Stock, representing a 7.7% economic interest and a 6.8% voting interest;

    the Centennial Contributors will own 20,000,000 shares of our Class C Common Stock, representing a 0% economic interest and a 10.9% voting interest; and

    CRD will own one share of our Series A Preferred Stock, representing a 0% economic interest and limited voting interest.

        The number of shares and the economic and voting interests set forth above assume that (i) the Additional Debt Repayment Contribution is approximately $188.3 million, which represents the amount outstanding under CRP's credit agreement, net of cash, as of June 30, 2016, (ii) no public stockholders elect to have their public shares redeemed, (iii) only 81,005,000 shares of Class A Common Stock are issued to the Riverstone private investors in the Riverstone Private Placement, (iv) none of the foregoing investors purchase shares of Class A Common Stock in the open market and (v) there are no other issuances of equity interests of Silver Run. As a result of the Transactions, the voting interest of our public stockholders will decrease from 80.0% to 27.3%, and Riverstone affiliates, including our Sponsor, will hold a majority of the combined voting power of all classes of our outstanding voting stock. In addition, if public stockholders elect to have their public shares redeemed in connection with the business combination, the Riverstone private investors have agreed to be ready, willing and able to purchase additional shares of Class A Common Stock from Silver Run at $10.00 per share to offset such redemptions. In such a case, the economic and voting interests of the public stockholders, as a group, will decrease, and the economic and voting interests of the Riverstone private investors, as a group, will increase, accordingly, but the economic and voting interests of the PIPE investors, the holders of our founder shares and the Centennial Contributors will not be affected.

        The ownership percentages with respect to Silver Run set forth above do not take into account warrants to purchase Class A Common Stock that will remain outstanding immediately following the business combination or shares of Class A Common Stock issuable upon the redemption or exchange of CRP Common Units by the Centennial Contributors, but do include the founder shares (even though they and the shares of Class A Common Stock into which they convert upon an Initial Business Combination are subject to transfer restrictions) due to the continued voting rights associated with the founder shares. If the actual facts are different than these assumptions, the percentage ownership retained by Silver Run's existing stockholders in Silver Run following the business combination will be different. For example, if we assume that all outstanding 16,666,666 public warrants and 8,000,000 private placement warrants were exercisable and exercised following completion of the Transactions, then the ownership of Silver Run would be as follows:

    the public stockholders (other than the private investors) and holders of the public warrants will own 66,666,666 shares of our Class A Common Stock, representing a 35.4% economic interest and a 32.0% voting interest;

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    the PIPE investors will own 20,000,000 shares of our Class A Common Stock, representing a 10.6% economic interest and a 9.6% voting interest;

    the Riverstone private investors will own 81,005,000 shares of our Class A Common Stock, representing a 43.1% economic interest and a 38.9% voting interest;

    the holders of our founder shares and the private placement warrants, including our Sponsor and independent directors, will own 20,500,000 shares of our Class A Common Stock, representing a 10.9% economic interest and a 9.9% voting interest;

    the Centennial Contributors will own 20,000,000 shares of our Class C Common Stock, representing a 0% economic interest and a 9.6% voting interest; and

    CRD will own one share of our Series A Preferred Stock, representing a 0% economic interest and limited voting interest.

        The public warrants and private placement warrants will become exercisable on the later of 30 days after the completion of an Initial Business Combination and twelve months following the closing of the IPO and will expire five years after the completion of an Initial Business Combination or earlier upon their redemption or liquidation.

        Please see the section entitled "Summary of the Proxy Statement—Impact of the Business Combination on the Silver Run's Public Float" and "Unaudited Pro Forma Condensed Consolidated Combined Financial Information" for further information.

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Organizational Structure

        The following diagram illustrates the ownership structure of Silver Run prior to the business combination.



GRAPHIC

(1)
Includes founder shares held by our Sponsor and independent directors.

(2)
The economic and voting interests set forth above do not account for private placement warrants and public warrants that will remain outstanding following the business combination and may be exercised at a later date.

        The following diagram illustrates the ownership structure of CRP prior to the business combination.

GRAPHIC

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        The following diagram, which is subject to change based upon any additional purchases of Class A Common Stock by the Riverstone private investors and any redemptions by current Silver Run stockholders of public shares in connection with the business combination, illustrates the ownership structure of Silver Run immediately following the business combination.

GRAPHIC


(1)
Includes founder shares held by our Sponsor and independent directors.

(2)
CRD will also own one share of Series A Preferred Stock, which will not have any voting rights (other than the right to nominate and elect one director to our board of directors) or rights with respect to dividends but will be entitled to preferred distributions in liquidation in the amount of $0.0001 per share.

(3)
The economic and voting interests set forth above do not account for private placement warrants and public warrants that will remain outstanding following the business combination and may be exercised at a later date.


Opinion of Evercore to Silver Run's Board of Directors

        In connection with the business combination, Silver Run's financial advisor, Evercore Group L.L.C. ("Evercore"), delivered a written opinion, dated July 21, 2016 (the "Opinion"), to our board of directors that, as of the date of the Opinion, and subject to and based on the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications contained in such opinion, the Consideration (as defined in such opinion) to be paid by Silver Run in the Transaction (as defined in the Opinion) was fair to Silver Run, from a financial point of view.

        The full text of the Opinion, which describes the procedures followed, assumptions made, other matters considered and limits of the review undertaken by Evercore in connection with such Opinion, is attached to this proxy statement as Annex G and is incorporated herein by reference. You should read the Opinion carefully in its entirety. Evercore's opinion does not constitute a recommendation to our board of directors or to any other persons in respect of the business combination, including as to how any Silver Run stockholder should act or vote in respect of the business combination.

        See the section entitled "Proposal No. 1—The Business Combination Proposal—Description of Fairness Opinion of Evercore."


Board of Directors of Silver Run Following the Transactions

        Upon consummation of the business combination, we anticipate expanding the size of our board of directors from four directors to eight, including one director nominated and elected by CRD, as the

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holder of our Series A Preferred Stock. In addition, two individuals currently serving on our board of directors will resign from the board following the completion of the business combination and six new directors will be appointed, including the director nominated and elected by CRD, effective as of and contingent upon closing of the business combination. Upon completion of the Transactions, Riverstone affiliates, including our Sponsor, will control a majority of the combined voting power of all classes of our outstanding voting stock and will have the ability to influence the election of our board of directors.

        As a result, we expect to be a controlled company within the meaning of the NASDAQ corporate governance standards, and may elect not to comply with certain NASDAQ corporate governance requirements, including the requirements that a majority of the board of directors consist of independent directors and that the nominating and governance committee and compensation committee be composed entirely of independent directors. These requirements will not apply to us as long as we remain a controlled company.


Accounting Treatment

        The business combination will be accounted for as a business combination under the scope of the Financial Accounting Standards Board's Accounting Standards Codification 805, Business Combinations, or ASC 805.


Appraisal Rights

        Appraisal rights are not available to Silver Run stockholders in connection with the business combination.


Other Proposals

        In addition to the proposal to approve and adopt the Contribution Agreement and the business combination (the "Business Combination Proposal"), Silver Run stockholders will be asked to vote on (i) amendments to the Charter to create a new class of capital stock, Class C Common Stock, par value $0.0001 per share (the "Class C Charter Proposal"), (ii) an amendment to increase the number of authorized shares of Class A Common Stock from 200,000,000 shares to 600,000,000 shares (the "Authorized Share Charter Proposal") and (iii) amendments eliminating provisions in the Charter relating to an Initial Business Combination that will no longer be applicable to us following the closing of the business combination (the "Additional Charter Proposal"). A copy of our second amended and restated certificate of incorporation reflecting the proposed amendments pursuant to the Class C Charter Proposal, the Authorized Share Charter Proposal and the Additional Charter Proposal is attached to this proxy statement as Annex B . For more information about the Class C Charter Proposal, the Authorized Share Charter Proposal and the Additional Charter Proposal, see the section entitled "Proposal No. 2—The Class C Charter Proposal", "Proposal No. 3.—The Authorized Share Charter Proposal" and "Proposal No. 4.—The Additional Charter Proposal."

        In addition, Silver Run stockholders will be asked to vote on (i) a proposal to approve, for purposes of complying with applicable NASDAQ listing rules, the issuance and sale of up to 101,005,000 shares of Class A Common Stock, plus any additional shares of Class A Common Stock that the Riverstone private investors may purchase in order to facilitate the Transactions, in the Private Placements, and the issuance of 20,000,000 shares of Class C Common Stock to the Centennial Contributors in connection with the business combination and up to 20,000,000 shares of Class A Common Stock to the Centennial Contributors upon the future redemption or exchange of their CRP Common Units in accordance with the A&R LLC Agreement (the "NASDAQ Proposal"), (ii) a proposal to approve and adopt the Centennial Resource Development, Inc. 2016 Long Term Incentive Plan (the "LTIP Proposal") and (iii) a proposal to approve the adjournment of the special meeting to a

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later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Class C Charter Proposal, the Authorized Share Charter Proposal, the Additional Charter Proposal, the NASDAQ Proposal and the LTIP Proposal (the "Adjournment Proposal").

        See the sections entitled "Proposal No. 5—The NASDAQ Proposal," "Proposal No. 6—The LTIP Proposal" and "Proposal No. 7—The Adjournment Proposal" for more information.


Date, Time and Place of Special Meeting

        The special meeting will be held at 10:00 a.m., local time, on October 7, 2016, at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York, 10153, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.


Voting Power; Record Date

        You will be entitled to vote or direct votes to be cast at the special meeting if you owned shares of Class A Common Stock or Class B Common Stock at the close of business on September 20, 2016, which is the record date for the special meeting. You are entitled to one vote for each share of Class A Common Stock or Class B Common Stock that you owned as of the close of business on the record date. If your shares are held in "street name" or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 62,500,000 shares of Class A Common Stock and Class B Common Stock outstanding in the aggregate, of which 50,000,000 are public shares and 12,500,000 are founder shares held by the Sponsor and our independent directors.


Proxy Solicitation

        Proxies may be solicited by mail. Silver Run has engaged Morrow Sodali to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the special meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled "Special Meeting of Silver Run Stockholders—Revoking Your Proxy."


Quorum and Required Vote for Proposals for the Special Meeting

        A quorum of Silver Run stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting if a majority of the Common Stock outstanding and entitled to vote at the special meeting is represented in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum.

        The approval of the Business Combination Proposal, the NASDAQ Proposal, the LTIP Proposal and the Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of Class A Common Stock and Class B Common Stock represented in person or by proxy and entitled to vote thereon and actually cast at the special meeting, voting as a single class. Approval of the Charter Proposals require the affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock represented in person or by proxy and entitled to vote thereon at the special meeting, voting as a single class. Accordingly, if a valid quorum is otherwise established, a stockholder's failure to vote by proxy or to vote in person at the special meeting will have no effect on the outcome of any vote on the Business Combination Proposal, NASDAQ Proposal, the LTIP Proposal or the Adjournment Proposal, but will have the same effect as a vote AGAINST the Charter Proposals.

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Recommendation to Silver Run Stockholders

        Our board of directors believes that each of the Business Combination Proposal, the Class C Charter Proposal, the Authorized Share Charter Proposal, the Additional Charter Proposal, the NASDAQ Proposal, the LTIP Proposal and the Adjournment Proposal is in the best interests of Silver Run and its stockholders and recommends that its stockholders vote "FOR" each of the Proposals to be presented at the special meeting.

        When you consider the recommendation of the board of directors in favor of approval of these Proposals, you should keep in mind that the Sponsor, members of the board of directors and officers have interests in the business combination that are different from or in addition to (and which may conflict with) your interests as a stockholder. Please see the section entitled "Proposal No. 1—The Business Combination Proposal—Interests of Certain Persons in the Business Combination."


Risk Factors

        In evaluating the proposals set forth in this proxy statement, you should carefully read this proxy statement, including the annexes, and especially consider the factors discussed in the section entitled "Risk Factors."


Summary Historical Reserve and Operating Data of CRP

        The following tables present, for the periods and as of the dates indicated, summary data with respect to CRP's estimated net proved oil and natural gas reserves and operating data.

        The reserve estimates attributable to CRP's properties as of December 31, 2015 presented in the table below are based on a reserve report prepared by Netherland, Sewell & Associates, Inc., CRP's independent petroleum engineer. A copy of the reserve report is attached to this proxy statement as Annex F . All of these reserve estimates were prepared in accordance with the SEC's rules regarding oil and natural gas reserve reporting that are currently in effect. The following tables also contain summary unaudited information regarding production and sales of oil, natural gas and NGLs with respect to such properties.

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        See the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations of CRP" and "Business of CRP—Oil and Natural Gas Data—Proved Reserves" in evaluating the material presented below.

 
  As of
December 31, 2015(1)
 

Proved Reserves:

       

Oil (MBbls)

    23,199  

Natural gas (MMcf)

    32,442  

NGLs (MBbls)

    3,851  

Total proved reserves (MBoe)

    32,457  

Proved Developed Reserves:

       

Oil (MBbls)

    9,347  

Natural gas (MMcf)

    12,711  

NGLs (MBbls)

    1,603  

Total proved developed reserves (MBoe)

    13,068  

Proved developed reserves as a percentage of total proved reserves

    40 %

Proved Undeveloped Reserves:

   
 
 

Oil (MBbls)

    13,852  

Natural gas (MMcf)

    19,731  

NGLs (MBbls)

    2,248  

Total proved undeveloped reserves (MBoe)

    19,389  

Oil and Natural Gas Prices:

       

Oil—WTI posted price per Bbl

  $ 46.79  

Natural gas—Henry Hub spot price per MMBtu

  $ 2.59  

(1)
CRP's estimated net proved reserves were determined using average first-day-of-the-month prices for the prior 12 months in accordance with SEC guidance. For oil and NGL volumes, the average West Texas Intermediate posted price of $46.79 per barrel as of December 31, 2015 was adjusted for quality, transportation fees and a regional price differential. For gas volumes, the average Henry Hub spot price of $2.59 per MMBtu as of December 31, 2015 was adjusted for energy content, transportation fees and a regional price differential. All prices are held constant throughout the lives of the properties. The average adjusted product prices weighted by production over the remaining lives of the properties are $41.85 per barrel of oil, $13.94 per barrel of NGL and $1.71 per Mcf of gas as of December 31, 2015.

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  Six Months
Ended
June 30, 2016
  Year Ended
December 31, 2015
 

Production and Operating Data:

             

Net Production Volumes(1):

             

Oil (MBbls)

    959     1,830  

Natural gas (MMcf)

    1,567     3,058  

NGLs (MBbls)

    149     331  

Total (MBoe)

    1,369     2,671  

Average net daily production (Boe/d)

    7,523     7,317  

Average Sales Prices:

   
 
   
 
 

Oil (per Bbl) (excluding impact of cash settled derivatives)

  $ 35.02   $ 42.43  

Oil (per Bbl) (after impact of cash settled derivatives)

    50.32     61.61  

Natural gas (per Mcf) (excluding impact of cash settled derivatives)

    1.97     2.60  

Natural gas (per Mcf) (after impact of cash settled derivatives)          

    1.97     3.04  

NGLs (per Bbl)

    12.03     14.66  

Total (per Boe) (excluding impact of cash settled derivatives)          

    28.10     33.87  

Total (per Boe) (after impact of cash settled derivatives)

    38.82     47.51  

Average Unit Costs per Boe:

   
 
   
 
 

Lease operating expenses

  $ 4.85   $ 7.93  

Severance and ad valorem taxes

    1.53     1.88  

Transportation, processing, gathering and other operating expenses

    1.89     2.15  

Depreciation, depletion, amortization, and accretion of asset retirement obligations

    31.03     33.73  

Abandonment expense and impairment of unproved properties

    0.66     2.85  

Exploration

        0.03  

Contract termination and rig stacking

        0.89  

General and administrative expenses

    3.95     5.32  

(1)
Totals may not sum or recalculate due to rounding.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF SILVER RUN

        The following table shows selected historical financial information of Silver Run for the periods and as of the dates indicated. The selected historical financial information of Silver Run as of December 31, 2015 and for the period from November 4, 2015 (inception) to December 31, 2015 was derived from the audited historical financial statements of Silver Run included elsewhere in this proxy statement. The selected historical interim financial information of Silver Run as of June 30, 2016 and for the six months ended June 30, 2016 was derived from the unaudited interim financial statements of Silver Run included elsewhere in this proxy statement. The following table should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations of Silver Run" and our historical financial statements and the notes and schedules related thereto, included elsewhere in this proxy statement.

 
  Six Months
Ended
June 30, 2016
  Period from
November 4,
2015
(inception) to
December 31,
2015
 
 
  (in millions, except per share
data)

 

Statement of Operations Data:

             

Loss from operations

  $ (0.23 ) $ 0.00  

Other income—interest income

  $ 0.30   $  

Net income attributable to common shareholders

  $ 0.06   $ 0.00  

Per Share Data:

             

Net income per common share—basic and diluted

  $ 0.00   $ 0.00  

Weighted average number of common shares outstanding—basic and diluted

    14,152,023     12,937,500  

 

 
  As of
June 30,
2016
  As of
December 31,
2015
 

Balance Sheet Data:

             

Working capital(1)

  $ 1.0   $ 0.23  

Total assets(2)

  $ 501.3   $ 0.48  

Total liabilities

  $ 17.5   $ 0.45  

Value of Class A Common Stock that may be redeemed in connection with an Initial Business Combination ($10.00 per share)

  $ 478.8   $  

Stockholders' equity(3)

  $ 5.0   $ 0.23  

(1)
For June 30, 2016, excludes $500,296,824 held in the Trust Account from the proceeds of our IPO and the sale of the private placement warrants.

(2)
For June 30, 2016, includes $500,296,824 held in trust from the proceeds of our IPO and the sale of the private placement warrants, plus $778,524 in cash held outside of the Trust Account, plus $198,652 of other assets as of June 30, 2016. For 2015, includes $105,000 in cash, plus $370,691 of other assets as of December 31, 2015.

(3)
For June 30, 2016, excludes 47,877,199 shares of Class A Common Stock purchased in the IPO, which are subject to redemption in connection with the business combination (approximately $10.00 per share).

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SELECTED HISTORICAL FINANCIAL INFORMATION OF CRP

        The following table shows selected historical financial information of CRP for the periods and as of the dates indicated. For all periods ending on or prior to and all dates as of or prior to October 15, 2014, the date on which Celero conveyed all of its oil and natural gas properties to CRP, the following table reflects the combined results of CRP and Celero, and for all periods and dates subsequent to October 15, 2014, reflects the results of CRP.

        The selected historical consolidated and combined financial information of CRP as of and for the years ended December 31, 2015, 2014 and 2013 was derived from the audited historical consolidated and combined financial statements of CRP included elsewhere in this proxy statement. The selected historical interim consolidated financial information of CRP as of June 30, 2016 and for the six months ended June 30, 2016 and 2015 was derived from the unaudited interim condensed consolidated financial statements of CRP included elsewhere in this proxy statement.

        CRP's historical results are not necessarily indicative of future operating results. The selected consolidated and combined financial information should be read in conjunction with "Capitalization," "Management's Discussion and Analysis of Financial Condition and Results of Operations of CRP," the historical consolidated and combined financial statements of CRP and accompanying notes included elsewhere in this proxy statement.

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  Six Months Ended
June 30,
  Year Ended December 31,  
 
  2016   2015   2015   2014   2013  
 
  (Unaudited)
   
   
   
 
 
  (in thousands)
 

Statement of Operations Data:

                               

Revenues:

                               

Oil sales

  $ 33,587   $ 40,155   $ 77,643   $ 114,955   $ 65,863  

Natural gas sales

    3,088     4,028     7,965     9,670     3,024  

NGL sales

    1,793     2,664     4,852     7,200     3,087  

Total revenues

    38,468     46,847     90,460     131,825     71,974  

Operating expenses:

                               

Lease operating expenses

    6,639     12,962     21,173     17,690     19,106  

Severance and ad valorem taxes

    2,091     2,278     5,021     6,875     4,153  

Transportation, processing, gathering and other operating expenses              

    2,589     2,928     5,732     4,772     1,291  

Depreciation, depletion, amortization and accretion of asset retirement obligations

    42,485     44,123     90,084     69,110     29,285  

Abandonment expense and impairment of unproved properties              

    897     3,851     7,619     20,025     8,561  

Exploration

            84          

Contract termination and rig stacking

        2,167     2,387          

General and administrative expenses

    5,405     5,531     14,206     31,694     16,842  

Total operating expenses

    60,106     73,840     146,306     150,166     79,238  

Loss (gain) on sale of oil and natural gas properties

    4     (2,679 )   (2,439 )   2,096     (16,756 )

Total operating (loss) income

    (21,642 )   (24,314 )   (53,407 )   (20,437 )   9,492  

Other income (expense):

                               

Interest expense

    (3,439 )   (3,274 )   (6,266 )   (2,475 )   (513 )

(Loss) gain on derivatives instruments          

    (5,925 )   (1,024 )   20,756     41,943     (4,410 )

Other income

    6     4     20     281     122  

Total other (expense) income

    (9,358 )   (4,294 )   14,510     39,749     (4,801 )

(Loss) income before taxes

    (31,000 )   (28,608 )   (38,897 )   19,312     4,691  

Income tax benefit (expense)(2)

    406         572     (1,524 )   (1,079 )

Net (loss) income

    (30,594 )   (28,608 )   (38,325 )   17,788     3,612  

Less: Net loss attributable to noncontrolling interest

                (2 )   (6 )

Net (loss) income

  $ (30,594 ) $ (28,608 ) $ (38,325 ) $ 17,790   $ 3,618  

Cash Flow Data:

   
 
   
 
   
 
   
 
   
 
 

Net cash provided by operating activities

  $ 35,604   $ 34,436   $ 68,882   $ 97,248   $ 13,416  

Net cash used in investing activities

    (85,455 )   (117,273 )   (198,635 )   (163,380 )   (136,517 )

Net cash provided by financing activities

    48,767     80,550     118,504     36,966     118,742  

Other Financial Data:

                               

Adjusted EBITDAX(1)

  $ 36,421   $ 39,939   $ 82,279   $ 88,108   $ 18,059  

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  December 31,  
 
  June 30,
2016
 
 
  2015   2014   2013  
 
  (Unaudited)
   
   
   
 
 
  (in thousands)
 

Balance Sheet Data:

                         

Cash and cash equivalents

  $ 684   $ 1,768   $ 13,017   $ 42,183  

Cash held in escrow

                5,000  

Other current assets

    14,594     32,377     54,329     19,132  

Total current assets

    15,278     34,145     67,346     66,315  

Total property and equipment, net

    612,240     578,787     540,624     357,541  

Other long-term assets

    1,574     3,363     7,799     48,229  

Total assets

  $ 629,092   $ 616,295   $ 615,769   $ 472,085  

Current liabilities

  $ 14,272   $ 22,133   $ 103,512   $ 46,169  

Revolving credit facility

    124,000     74,000     65,000     29,000  

Term loan, net of unamortized deferred financing costs

    64,724     64,649     64,568      

Other long-term liabilities

    5,826     4,649     4,757     6,369  

Total liabilities

    208,822     165,431     237,837     81,538  

Owners' equity

    420,270     450,864     377,932     389,859  

Noncontrolling interest in unconsolidated subsidiary

                688  

Total liabilities and owners' equity

  $ 629,092   $ 616,295   $ 615,769   $ 472,085  

(1)
Adjusted EBITDAX is a non-GAAP financial measure. For a definition of Adjusted EBITDAX and a reconciliation of Adjusted EBITDAX to net income, see "—Non-GAAP Financial Measure" below.

(2)
Silver Run is a C-corp under the Internal Revenue Code of 1986, as amended, and, as a result, is subject to U.S. federal, state and local income taxes. Although CRP is subject to franchise tax in the State of Texas (at less than 1% of modified pre-tax earnings), as a partnership, it generally passes through its taxable income to its owners for other income tax purposes and is not subject to U.S. federal income taxes or other state or local income taxes.


Non-GAAP Financial Measure

        Adjusted EBITDAX is a supplemental non-GAAP financial measure that is used by CRP's management and external users of CRP's financial statements, such as industry analysts, investors, lenders and rating agencies. CRP defines Adjusted EBITDAX as net income (loss) before interest expense, income taxes, depreciation, depletion and amortization and accretion of asset retirement obligations, abandonment expense and impairment of unproved properties, (gains) losses on derivatives excluding net cash receipts (payments) on settled derivatives, non-cash equity based compensation, gains and losses from the sale of assets and other non-cash and non-recurring operating items. Adjusted EBITDAX is not a measure of net income as determined by United States generally accepted accounting principles ("GAAP").

        CRP's management believes Adjusted EBITDAX is useful because it allows them to more effectively evaluate the operating performance of CRP and compare the results of its operations from period to period and against its peers without regard to CRP's financing methods or capital structure. CRP excludes the items listed above from net income in arriving at Adjusted EBITDAX because these amounts can vary substantially from company to company within CRP's industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDAX should not be considered as an alternative to, or more meaningful

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than, net income as determined in accordance with GAAP or as an indicator of CRP's operating performance or liquidity. Certain items excluded from Adjusted EBITDAX are significant components in understanding and assessing a company's financial performance, such as a company's cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of Adjusted EBITDAX. CRP's presentation of Adjusted EBITDAX should not be construed as an inference that its results will be unaffected by unusual or non-recurring items. CRP's computations of Adjusted EBITDAX may not be comparable to other similarly titled measures of other companies.

        The following table presents a reconciliation of Adjusted EBITDAX to net income, CRP's most directly comparable financial measure calculated and presented in accordance with GAAP.

 
  Six Months Ended
June 30,
  Year Ended December 31,  
 
  2016   2015   2015   2014   2013  
 
  (in thousands)
 

Adjusted EBITDAX reconciliation to net income:

                               

Net (loss) income

  $ (30,594 ) $ (28,608 ) $ (38,325 ) $ 17,790   $ 3,618  

Interest expense

    3,439     3,274     6,266     2,475     513  

Income tax (benefit) expense

    (406 )       (572 )   1,524     1,079  

Depreciation, depletion and amortization and accretion of asset retirement obligations

    42,485     44,123     90,084     69,110     29,285  

Abandonment expense and impairment of unproved properties

    897     3,851     7,619     20,025     8,561  

Loss (gain) on derivatives

    5,925     1,024     (20,756 )   (41,943 )   4,410  

Net cash received for derivative settlements

    14,671     16,787     36,430     4,611     (12,651 )

Noncash incentive compensation expense

                12,420      

Contract termination and rig stacking

        2,167     2,387          

Write-off of deferred offering costs(1)

            1,585          

Loss (gain) on sale of oil and natural gas properties

    4     (2,679 )   (2,439 )   2,096     (16,756 )

Adjusted EBITDAX

  $ 36,421   $ 39,939   $ 82,279   $ 88,108   $ 18,059  

(1)
During the year ended December 31, 2015, CRP delayed the timing of its initial public offering and, as a result, deferred offering costs of $1.6 million were charged against earnings.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        Certain statements in this proxy statement may constitute "forward-looking statements" for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement may include, for example, statements about:

    our ability to consummate the business combination;

    the benefits of the business combination;

    the future financial performance of Silver Run following the business combination;

    changes in CRP's reserves and future operating results; and

    expansion plans and opportunities.

        These forward-looking statements are based on information available as of the date of this proxy statement, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

        You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or instruct how your vote should be cast on the proposals set forth in this proxy statement. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

    the occurrence of any event, change or other circumstances that could delay the business combination or give rise to the termination of the Contribution Agreement;

    the outcome of any legal proceedings that may be instituted against Silver Run following announcement of the proposed business combination and transactions contemplated thereby;

    the inability to complete the business combination due to the failure to obtain approval of the stockholders of Silver Run, or other conditions to closing in the Contribution Agreement;

    the risk that the proposed business combination disrupts current plans and operations of CRP as a result of the announcement and consummation of the transactions described herein;

    our ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of Silver Run to grow and manage growth profitably following the business combination;

    costs related to the business combination;

    changes in applicable laws or regulations;

    the possibility that Silver Run or CRP may be adversely affected by other economic, business, and/or competitive factors; and

    other risks and uncertainties indicated in this proxy statement, including those under the section entitled "Risk Factors."

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RISK FACTORS

         The following risk factors apply to the business and operations of CRP and its consolidated subsidiaries and will also apply to our business and operations following the completion of the business combination. These risk factors are not exhaustive and investors are encouraged to perform their own investigation with respect to the business, financial condition and prospects of CRP and our business, financial condition and prospects following the completion of the business combination. You should carefully consider the following risk factors in addition to the other information included in this proxy statement, including matters addressed in the section entitled "Cautionary Note Regarding Forward-Looking Statements." We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business or financial condition. The following discussion should be read in conjunction with our and CRP's financial statements and notes to the financial statements included herein.

Risks Related to the Business, Operations and Industry of CRP

Oil, natural gas and NGL prices are volatile. A sustained decline in oil, natural gas and NGL prices could adversely affect CRP's business, financial condition and results of operations and its ability to meet its capital expenditure obligations and financial commitments.

        The prices CRP receives for its oil, natural gas and NGLs production heavily influences its revenue, profitability, access to capital, future rate of growth and carrying value of its properties. Oil, natural gas and NGLs are commodities, and their prices may fluctuate widely in response to relatively minor changes in the supply of and demand for oil, natural gas and NGLs and market uncertainty. Historically, oil, natural gas and NGL prices have been volatile. For example, during the period from January 1, 2014 through August 1, 2016, the WTI spot price for oil has declined from a high of $107.62 per Bbl on July 23, 2014 to $26.21 per Bbl on February 11, 2016, and the Henry Hub spot price for natural gas has declined from a high of $7.92 per MMBtu on March 4, 2014 to a low of $1.49 per MMBtu on March 4, 2016. Likewise, NGLs, which are made up of ethane, propane, isobutene, normal butane and natural gasoline, all of which have different uses and different pricing characteristics, have suffered significant recent declines in realized prices. The prices CRP receives for its production, and the levels of its production, depend on numerous factors beyond its control, which include the following:

    worldwide and regional economic conditions impacting the global supply and demand for oil, natural gas and NGLs;

    the price and quantity of foreign imports of oil, natural gas and NGLs;

    political and economic conditions in or affecting other producing regions or countries, including the Middle East, Africa, South America and Russia;

    actions of the Organization of the Petroleum Exporting Countries, its members and other state-controlled oil companies relating to oil price and production controls;

    the level of global exploration, development and production;

    the level of global inventories;

    prevailing prices on local price indexes in the area in which CRP operates;

    the proximity, capacity, cost and availability of gathering and transportation facilities;

    localized and global supply and demand fundamentals and transportation availability;

    the cost of exploring for, developing, producing and transporting reserves;

    weather conditions and other natural disasters;

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    technological advances affecting energy consumption;

    the price and availability of alternative fuels;

    expectations about future commodity prices; and

    U.S. federal, state and local and non-U.S. governmental regulation and taxes.

        In the second half of 2014, oil prices began a rapid and significant decline as the global oil supply began to outpace demand. During 2015 and thus far in 2016, the global oil supply has continued to outpace demand, resulting in a sustained decline in realized prices for oil production. In general, this imbalance between supply and demand reflects the significant supply growth achieved in the United States as a result of shale drilling and oil production increases by certain other countries, including Russia and Saudi Arabia, as part of an effort to retain market share, combined with only modest demand growth in the United States and less-than-expected demand in other parts of the world, particularly in Europe and China. Although there has been a dramatic decrease in drilling activity in the industry, oil storage levels in the United States remain at historically high levels. Until supply and demand balance and the overhang in storage levels begins to decline, prices are expected to remain under pressure. In addition, the lifting of economic sanctions on Iran has resulted in increasing supplies of oil from Iran, adding further downward pressure to oil prices. NGL prices generally correlate to the price of oil. Also adversely affecting the price for NGLs is the supply of NGLs in the United States, which has continued to grow due to an increase in industry participants targeting projects that produce NGLs in recent years. Prices for domestic natural gas began to decline during the third quarter of 2014 and have continued to be weak throughout 2015 and thus far in 2016. The declines in natural gas prices are primarily due to an imbalance between supply and demand across North America. The duration and magnitude of the commodity price declines cannot be accurately predicted. Compared to 2014, CRP's realized oil price for 2015 fell 47.3% to $42.43 per barrel, and its realized oil price for the six months ended June 30, 2016 has further decreased to $35.02 per barrel. Similarly, CRP's realized natural gas price for 2015 dropped 43.2% to $2.60 per Mcf and its realized price for NGLs declined 52.2% to $14.66 per barrel. For the six months ended June 30, 2016, CRP's realized price for natural gas was $1.97 per Mcf and its realized price for NGLs was $12.03 per barrel.

        Lower commodity prices may reduce CRP's cash flows and borrowing ability. If CRP is unable to obtain needed capital or financing on satisfactory terms, its ability to develop future reserves could be adversely affected. Also, using lower prices in estimating proved reserves may result in a reduction in proved reserve volumes due to economic limits. In addition, sustained periods with oil and natural gas prices at levels lower than current WTI or Henry Hub strip prices and the resultant effect such prices may have on CRP's drilling economics and its ability to raise capital may require CRP to re-evaluate and postpone or eliminate its development drilling, which could result in the reduction of some of its proved undeveloped reserves and related standardized measure. If CRP is required to curtail its drilling program, it may be unable to continue to hold leases that are scheduled to expire, which may further reduce its reserves. As a result, a substantial or extended decline in commodity prices may materially and adversely affect CRP's future business, financial condition, results of operations, liquidity and ability to finance planned capital expenditures.

CRP's development and acquisition projects require substantial capital expenditures. CRP may be unable to obtain required capital or financing on satisfactory terms, which could lead to a decline in CRP's ability to access or grow production and reserves.

        The oil and natural gas industry is capital-intensive. CRP makes and expects to continue to make substantial capital expenditures related to development and acquisition projects. Following the completion of the business combination, we expect that CRP will fund its capital expenditures with cash generated by operations and borrowings under CRP's revolving credit facility (or a replacement credit facility if CRP is unable to amend its credit agreement to permit the business combination); however,

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CRP's financing needs may require us to alter or increase CRP's capitalization substantially through the issuance of debt or equity securities or the sale of assets. The issuance of additional indebtedness would require that a portion of CRP's cash flow from operations be used for the payment of interest and principal on CRP's indebtedness, thereby reducing CRP's ability to use cash flow from operations to fund working capital, capital expenditures and acquisitions. The issuance of additional equity securities would be dilutive to CRP's members, including us. The actual amount and timing of CRP's future capital expenditures may differ materially from CRP's estimates as a result of, among other things, oil, natural gas and NGL prices; actual drilling results; the availability of drilling rigs and other services and equipment; and regulatory, technological and competitive developments. A reduction in commodity prices from current levels may result in a decrease in CRP's actual capital expenditures, which would negatively impact CRP's ability to grow production.

        CRP's cash flow from operations and access to capital are subject to a number of variables, including:

    the prices at which CRP's production is sold;

    CRP's proved reserves;

    the level of hydrocarbons CRP is able to produce from existing wells;

    CRP's ability to acquire, locate and produce new reserves;

    the levels of CRP's operating expenses; and

    CRP's ability to borrow under CRP's revolving credit facility (or a replacement credit facility if CRP is unable to amend its credit agreement to permit the business combination) and the ability to access the capital markets.

        If CRP's revenues or the borrowing base under CRP's revolving credit facility (or a replacement credit facility if CRP is unable to amend its credit agreement to permit the business combination) decrease as a result of lower oil, natural gas and NGL prices, operating difficulties, declines in reserves or for any other reason, CRP may have limited ability to obtain the capital necessary to sustain CRP's operations at current levels. If additional capital is needed, CRP may not be able to obtain debt or equity financing on terms acceptable to CRP, if at all. If cash flow generated by CRP's operations or available borrowings under CRP's revolving credit facility (or a replacement credit facility if CRP is unable to amend its credit agreement to permit the business combination) are not sufficient to meet CRP's capital requirements, the failure to obtain additional financing could result in a curtailment of CRP's operations relating to development of CRP's properties, which in turn could lead to a decline in CRP's reserves and production, and could materially and adversely affect CRP's business, financial condition and results of operations.

If CRP is unable to amend its credit agreement to permit the business combination, CRP may be unable to obtain required capital or financing on satisfactory terms following the business combination, which could adversely affect CRP's ability to access or grow production and reserves.

        As discussed above, the oil and gas industry is capital intensive. If CRP is unable to amend its credit agreement to permit the business combination, CRP's ability to make capital expenditures related to development and acquisition projects may be adversely impacted. In addition, any new credit facility, or any amendment to CRP's existing credit agreement or refinancing of the existing term loan and revolving credit facility, may be on terms less favorable to CRP than the existing terms described herein.

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Part of CRP's strategy involves using some of the latest available horizontal drilling and completion techniques, which involve risks and uncertainties in their application.

        CRP's operations involve utilizing some of the latest drilling and completion techniques as developed by CRP and its service providers. Risks that CRP faces while drilling horizontal wells include the following:

    landing a wellbore in the desired drilling zone;

    staying in the desired drilling zone while drilling horizontally through the formation;

    running CRP's casing the entire length of the wellbore; and

    being able to run tools and other equipment consistently through the horizontal wellbore.

        Risks that CRP faces while completing wells include the following:

    the ability to fracture stimulate the planned number of stages;

    the ability to run tools the entire length of the wellbore during completion operations; and

    the ability to successfully clean out the wellbore after completion of the final fracture stimulation stage.

        In addition, certain of the new techniques CRP is adopting may cause irregularities or interruptions in production due to offset wells being shut in and the time required to drill and complete multiple wells before any such wells begin producing. Furthermore, the results of CRP's drilling in new or emerging formations are more uncertain initially than drilling results in areas that are more developed and have a longer history of established production. Newer or emerging formations and areas have limited or no production history and, consequently, CRP is more limited in assessing future drilling results in these areas. If CRP's drilling results are less than anticipated, the return on CRP's investment for a particular project may not be as attractive as anticipated, and CRP could incur material write-downs of unevaluated properties and the value of CRP's undeveloped acreage could decline in the future.

Drilling for and producing oil and natural gas are high risk activities with many uncertainties that could adversely affect CRP's business, financial condition or results of operations.

        CRP's future financial condition and results of operations will depend on the success of CRP's development, acquisition and production activities, which are subject to numerous risks beyond CRP's control, including the risk that drilling will not result in commercially viable oil and natural gas production.

        CRP's decisions to develop or purchase prospects or properties will depend in part on the evaluation of data obtained through geophysical and geological analyses, production data and engineering studies, the results of which are often inconclusive or subject to varying interpretations. For a discussion of the uncertainty involved in these processes, see "—Reserve estimates depend on many assumptions that may turn out to be inaccurate. Any material inaccuracies in reserve estimates or underlying assumptions will materially affect the quantities and present value of CRP's reserves." In addition, CRP's cost of drilling, completing and operating wells is often uncertain.

        Further, many factors may curtail, delay or cancel CRP's scheduled drilling projects, including the following:

    delays imposed by or resulting from compliance with regulatory requirements, including limitations resulting from wastewater disposal, emission of greenhouse gases ("GHGs") and limitations on hydraulic fracturing;

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    pressure or irregularities in geological formations;

    shortages of or delays in obtaining equipment and qualified personnel or in obtaining water for hydraulic fracturing activities;

    equipment failures, accidents or other unexpected operational events;

    lack of available gathering facilities or delays in construction of gathering facilities;

    lack of available capacity on interconnecting transmission pipelines;

    adverse weather conditions;

    issues related to compliance with environmental regulations;

    environmental hazards, such as oil and natural gas leaks, oil spills, pipeline and tank ruptures and unauthorized discharges of brine, well stimulation and completion fluids, toxic gases or other pollutants into the surface and subsurface environment;

    declines in oil and natural gas prices;

    limited availability of financing at acceptable terms;

    title problems; and

    limitations in the market for oil and natural gas.

CRP may not be able to generate sufficient cash to service all of its indebtedness and may be forced to take other actions to satisfy its obligations under applicable debt instruments, which may not be successful.

        CRP's ability to make scheduled payments on or to refinance CRP's indebtedness obligations, including CRP's term loan and revolving credit facility, depends on CRP's financial condition and operating performance, which are subject to prevailing economic and competitive conditions and certain financial, business and other factors beyond CRP's control. CRP may not be able to maintain a level of cash flows from operating activities sufficient to permit it to pay the principal, premium, if any, and interest on CRP's indebtedness.

        If CRP's cash flows and capital resources are insufficient to fund debt service obligations, CRP may be forced to reduce or delay investments and capital expenditures, sell assets, seek additional capital or restructure or refinance indebtedness. CRP's ability to restructure or refinance CRP's indebtedness will depend on the condition of the capital markets and CRP's financial condition at such time. Any refinancing of indebtedness could be at higher interest rates and may require CRP to comply with more onerous covenants, which could further restrict business operations. The terms of existing or future debt instruments may restrict CRP from adopting some of these alternatives. In addition, any failure to make payments of interest and principal on outstanding indebtedness on a timely basis would likely result in a reduction of CRP's credit rating, which could harm CRP's ability to incur additional indebtedness. In the absence of sufficient cash flows and capital resources, CRP could face substantial liquidity problems and might be required to dispose of material assets or operations to meet debt service and other obligations. CRP's credit agreement currently restricts CRP's ability to dispose of assets and CRP's use of the proceeds from such disposition. CRP may not be able to consummate those dispositions, and the proceeds of any such disposition may not be adequate to meet any debt service obligations then due. These alternative measures may not be successful and may not permit CRP to meet scheduled debt service obligations.

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Restrictions in CRP's existing and future debt agreements could limit CRP's growth and ability to engage in certain activities.

        CRP's credit agreement contains a number of significant covenants, including restrictive covenants that may limit CRP's ability to, among other things:

    incur additional indebtedness;

    make loans to others;

    make investments;

    merge or consolidate with another entity;

    make certain payments;

    hedge future production or interest rates;

    incur liens;

    sell assets; and

    engage in certain other transactions without the prior consent of the lenders.

        In addition, CRP's credit agreement requires CRP to maintain certain financial ratios or to reduce CRP's indebtedness if it is unable to comply with such ratios. As of June 30, 2016, CRP was in full compliance with such financial ratios and covenants.

        The restrictions in CRP's credit agreement (or a replacement credit agreement if CRP is unable to amend its credit agreement to permit the business combination) may also limit CRP's ability to obtain future financings to withstand a future downturn in its business or the economy in general, or to otherwise conduct necessary corporate activities. CRP may also be prevented from taking advantage of business opportunities that arise because of the limitations that the restrictive covenants under CRP's credit agreement impose on CRP.

        A breach of any covenant in CRP's credit agreement (or a replacement credit agreement if CRP is unable to amend its credit agreement to permit the business combination) would result in a default under the applicable agreement after any applicable grace periods. A default, if not waived, could result in acceleration of the indebtedness outstanding under CRP's credit agreement and in a default with respect to, and an acceleration of, the indebtedness outstanding under other debt agreements. The accelerated indebtedness would become immediately due and payable. If that occurs, CRP may not be able to make all of the required payments or borrow sufficient funds to refinance such indebtedness. Even if new financing were available at that time, it may not be on terms that are acceptable to CRP.

Any significant reduction in the borrowing base under CRP's revolving credit facility as a result of the periodic borrowing base redeterminations or otherwise may negatively impact CRP's ability to fund its operations.

        CRP's revolving credit facility limits (and any replacement facility is expected to limit) the amounts CRP can borrow up to a borrowing base amount, which the lenders, in their sole discretion, determine semiannually on April 1 and October 1. The borrowing base depends on, among other things, projected revenues from, and asset values of, the oil and natural gas properties securing CRP's loan. The borrowing base will automatically be decreased by an amount equal to 25% of the aggregate notional amount of issued permitted senior unsecured notes unless such decrease is waived by the lenders. The lenders can unilaterally adjust the borrowing base and the borrowings permitted to be outstanding under CRP's revolving credit facility. Any increase in the borrowing base requires the consent of the lenders holding 100% of the commitments. CRP's borrowing base was $140 million as of June 30, 2016. CRP's next scheduled borrowing base redetermination is expected in the fall of 2016.

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        In the future, CRP may not be able to access adequate funding under its revolving credit facility (or a replacement facility) as a result of a decrease in its borrowing base due to the issuance of new indebtedness, the outcome of a subsequent borrowing base redetermination or an unwillingness or inability on the part of lending counterparties to meet their funding obligations and the inability of other lenders to provide additional funding to cover the defaulting lender's portion. Declines in commodity prices could result in a determination to lower the borrowing base in the future and, in such a case, CRP could be required to repay any indebtedness in excess of the redetermined borrowing base. As a result, CRP may be unable to implement its respective drilling and development plan, make acquisitions or otherwise carry out business plans, which would have a material adverse effect on CRP's financial condition and results of operations and impair CRP's ability to service its indebtedness.

CRP's derivative activities could result in financial losses or could reduce CRP's earnings.

        CRP enters into derivative instrument contracts for a portion of its oil and natural gas production. As of June 30, 2016, CRP had entered into hedging contracts through December 2018 covering a total of 1,098 MBbls of its projected oil production and 1,460 BBtu of its projected natural gas production. In addition, as of June 30, 2016, CRP had entered into basis swaps covering a total of 769 MBbls of CRP's projected oil production. Accordingly, CRP's earnings may fluctuate significantly as a result of changes in fair value of its derivative instruments.

        Derivative instruments also expose CRP to the risk of financial loss in some circumstances, including when:

    production is less than the volume covered by the derivative instruments;

    the counterparty to the derivative instrument defaults on its contractual obligations;

    there is an increase in the differential between the underlying price in the derivative instrument and actual prices received; or

    there are issues with regard to legal enforceability of such instruments.

        The use of derivatives may, in some cases, require the posting of cash collateral with counterparties. If CRP enters into derivative instruments that require cash collateral and commodity prices or interest rates change in a manner adverse to CRP, CRP's cash otherwise available for use in its operations would be reduced, which could limit CRP's ability to make future capital expenditures and make payments on CRP's indebtedness, and which could also limit the size of CRP's borrowing base. Future collateral requirements will depend on arrangements with CRP's counterparties, highly volatile oil and natural gas prices and interest rates. In addition, derivative arrangements could limit the benefit CRP would receive from increases in the prices for oil and natural gas, which could also have a material adverse effect on CRP's financial condition.

        CRP's commodity derivative contracts expose CRP to risk of financial loss if a counterparty fails to perform under a contract. Disruptions in the financial markets could lead to sudden decreases in a counterparty's liquidity, which could make the counterparty unable to perform under the terms of the contract, and CRP may not be able to realize the benefit of the contract. CRP is unable to predict sudden changes in a counterparty's creditworthiness or ability to perform. Even if CRP accurately predicts sudden changes, CRP's ability to negate the risk may be limited depending upon market conditions.

        During periods of declining commodity prices, CRP's derivative contract receivable positions generally increase, which increases CRP's counterparty credit exposure. If the creditworthiness of CRP's counterparties deteriorates and results in their nonperformance, CRP could incur a significant loss with respect to CRP's commodity derivative contracts.

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Reserve estimates depend on many assumptions that may turn out to be inaccurate. Any material inaccuracies in reserve estimates or underlying assumptions will materially affect the quantities and present value of CRP's reserves.

        The process of estimating oil and natural gas reserves is complex. It requires interpretations of available technical data and many assumptions, including assumptions relating to current and future economic conditions and commodity prices. Any significant inaccuracies in these interpretations or assumptions could materially affect the estimated quantities and present value of CRP's reserves. In order to prepare reserve estimates, CRP must project production rates and timing of development expenditures. CRP must also analyze available geological, geophysical, production and engineering data. The extent, quality and reliability of this data can vary. The process also requires economic assumptions about matters such as oil and natural gas prices, drilling and operating expenses, capital expenditures, taxes and availability of funds.

        Actual future production, oil and natural gas prices, revenues, taxes, development expenditures, operating expenses and quantities of recoverable oil and natural gas reserves may vary from CRP's estimates. For instance, initial production rates reported by CRP or other operators may not be indicative of future or long-term production rates, CRP's recovery efficiencies may be worse than expected, and production declines may be greater than CRP estimates and may be more rapid and irregular when compared to initial production rates. In addition, CRP may adjust reserve estimates to reflect additional production history, results of development activities, current commodity prices and other existing factors. Any significant variance could materially affect the estimated quantities and present value of CRP's reserves.

        You should not assume that the present value of future net revenues from CRP's reserves is the current market value of CRP's estimated reserves. CRP generally bases the estimated discounted future net cash flows from reserves on prices and costs on the date of the estimate. Actual future prices and costs may differ materially from those used in the present value estimate. For example, CRP's estimated proved reserves as of December 31, 2015 and related standardized measure were calculated under SEC rules using twelve-month trailing average benchmark prices of $46.79 per barrel of oil (WTI) and $2.59 per MMBtu (Henry Hub spot), which, for certain periods in 2016, were substantially higher than the available spot prices. If spot prices are below such calculated amounts, using more recent prices in estimating proved reserves may result in a reduction in proved reserve volumes due to economic limits.

CRP will not be the operator on all of its acreage or drilling locations, and, therefore, CRP will not be able to control the timing of exploration or development efforts, associated costs, or the rate of production of any non-operated assets.

        CRP has leased or acquired approximately 42,500 net acres, approximately 80% of which it operates, as of June 30, 2016. As of June 30, 2016, CRP was the operator on 674 of its 1,357 identified gross horizontal drilling locations. CRP will have limited ability to exercise influence over the operations of the drilling locations operated by CRP's partners, and there is the risk that CRP's partners may at any time have economic, business or legal interests or goals that are inconsistent with CRP's. Furthermore, the success and timing of development activities operated by CRP's partners will depend on a number of factors that will be largely outside of its control, including:

    the timing and amount of capital expenditures;

    the operator's expertise and financial resources;

    the approval of other participants in drilling wells;

    the selection of technology; and

    the rate of production of reserves, if any.

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        This limited ability to exercise control over the operations and associated costs of some of CRP's drilling locations could prevent the realization of targeted returns on capital in drilling or acquisition activities.

CRP's identified drilling locations are scheduled out over many years, making them susceptible to uncertainties that could materially alter the occurrence or timing of their drilling. In addition, CRP may not be able to raise the substantial amount of capital that would be necessary to drill such locations.

        CRP's existing management team has specifically identified and scheduled certain drilling locations as an estimation of CRP's future multi-year drilling activities on CRP's existing acreage. These drilling locations represent a significant part of CRP's growth strategy. CRP's ability to drill and develop these locations depends on a number of uncertainties, including oil and natural gas prices, the availability and cost of capital, drilling and production costs, availability of drilling services and equipment, drilling results, lease expirations, gathering system and pipeline transportation constraints, access to and availability of water sourcing and distribution systems, regulatory approvals and other factors. Because of these uncertain factors, CRP does not know if the numerous drilling locations it has identified will ever be drilled or if it will be able to produce natural gas or oil from these or any other drilling locations. In addition, unless production is established within the spacing units covering the undeveloped acres on which some of the drilling locations are obtained, the leases for such acreage will expire. As such, CRP's actual drilling activities may materially differ from those presently identified.

        As of June 30, 2016, CRP had identified 1,357 horizontal drilling locations on CRP's acreage based on approximately 880-foot spacing with five to six wells per 640-acre section in the Wolfcamp zones and approximately 1,320-foot spacing with four wells per 640-acre section in the 3rd Bone Spring Sandstone, in each case, consisting of laterals ranging from 4,500 feet up to 9,500 feet. As a result of the limitations described above, CRP may be unable to drill many of CRP's identified locations. In addition, CRP will require significant additional capital over a prolonged period in order to pursue the development of these locations, and CRP may not be able to raise or generate the capital required to do so. See "—CRP's development and acquisition projects require substantial capital expenditures. CRP may be unable to obtain required capital or financing on satisfactory terms, which could lead to a decline in CRP's ability to access or grow production and reserves." Any drilling activities CRP is able to conduct on these locations may not be successful or result in CRP's ability to add additional proved reserves to its overall proved reserves or may result in a downward revision of its estimated proved reserves, which could have a material adverse effect on its future business and results of operations. Additionally, if CRP curtails its drilling program, CRP may lose a portion of its acreage through lease expirations.

Certain of CRP's undeveloped leasehold acreage is subject to leases that will expire over the next several years unless production is established on units containing the acreage, the primary term is extended through continuous drilling provisions or the leases are renewed.

        As of June 30, 2016, approximately 59% of CRP's total net acreage (approximately 79% of CRP's operated net acreage in Reeves and Ward counties) was either held by production or under continuous drilling provisions. The leases for CRP's net acreage not held by production will expire at the end of their primary term unless production is established in paying quantities under the units containing these leases, the leases are held beyond their primary terms under continuous drilling provisions or the leases are renewed. If CRP's leases expire and it is unable to renew the leases, CRP will lose the right to develop the related properties. CRP's ability to drill and develop these locations depends on a number of uncertainties, including oil and natural gas prices, the availability and cost of capital, drilling and production costs, availability of drilling services and equipment, drilling results, lease expirations, gathering system and pipeline transportation constraints, access to and availability of water sourcing and distribution systems, regulatory approvals and other factors.

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Adverse weather conditions may negatively affect CRP's operating results and its ability to conduct drilling activities.

        Adverse weather conditions may cause, among other things, increases in the costs of, and delays in, drilling or completing new wells, power failures, temporary shut-in of production and difficulties in the transportation of CRP's oil, natural gas and NGLs. Any decreases in production due to poor weather conditions will have an adverse effect on CRP's revenues, which will in turn negatively affect its cash flow from operations.

CRP's operations are substantially dependent on the availability of water. Restrictions on CRP's ability to obtain water may have an adverse effect on CRP's financial condition, results of operations and cash flows.

        Water is an essential component of deep shale oil and natural gas production during both the drilling and hydraulic fracturing processes. Drought conditions have persisted in Texas in past years. These drought conditions have led governmental authorities to restrict the use of water subject to their jurisdiction for hydraulic fracturing to protect local water supplies. If CRP is unable to obtain water to use in its operations, CRP may be unable to economically produce oil and natural gas, which could have a material and adverse effect on CRP's financial condition, results of operations and cash flows.

CRP's producing properties are located in the Delaware Basin, a sub-basin of the Permian Basin, in West Texas, making CRP vulnerable to risks associated with operating in a single geographic area.

        All of CRP's producing properties are geographically concentrated in the Delaware Basin, a sub-basin of the Permian Basin, in West Texas. At December 31, 2015, all of CRP's total estimated proved reserves were attributable to properties located in this area. As a result of this concentration, CRP may be disproportionately exposed to the impact of regional supply and demand factors, delays or interruptions of production from wells in this area caused by governmental regulation, processing or transportation capacity constraints, market limitations, availability of equipment and personnel, water shortages or other drought related conditions or interruption of the processing or transportation of oil, natural gas or NGLs.

The marketability of CRP's production is dependent upon transportation and other facilities, certain of which CRP does not control. If these facilities are unavailable, CRP's operations could be interrupted and its revenues reduced.

        The marketability of CRP's oil and natural gas production depends in part upon the availability, proximity and capacity of transportation facilities owned by third parties. CRP's oil production is transported from the wellhead to its tank batteries by CRP's gathering systems. The oil is then transported by the purchaser by truck to a transportation facility. CRP's natural gas production is generally transported by third-party gathering lines from the wellhead to a gas processing facility. CRP does not control these trucks and other third-party transportation facilities and CRP's access to them may be limited or denied. Insufficient production from CRP's wells to support the construction of pipeline facilities by CRP's purchasers or a significant disruption in the availability of CRP's or third-party transportation facilities or other production facilities could adversely impact CRP's ability to deliver to market or produce CRP's oil and natural gas and thereby cause a significant interruption in CRP's operations. If, in the future, CRP is unable, for any sustained period, to implement acceptable delivery or transportation arrangements or encounter production related difficulties, CRP may be required to shut in or curtail production. Any such shut-in or curtailment, or an inability to obtain favorable terms for delivery of the oil and natural gas produced from CRP's fields, would materially and adversely affect CRP's financial condition and results of operations.

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CRP may incur losses as a result of title defects in the properties in which CRP invests.

        The existence of a material title deficiency can render a lease worthless and can adversely affect CRP's results of operations and financial condition. While CRP typically obtains title opinions prior to commencing drilling operations on a lease or in a unit, the failure of title may not be discovered until after a well is drilled, in which case CRP may lose the lease and the right to produce all or a portion of the minerals under the property.

The development of CRP's estimated PUDs may take longer and may require higher levels of capital expenditures than CRP currently anticipates. Therefore, CRP's estimated PUDs may not be ultimately developed or produced.

        As of December 31, 2015, 60% of CRP's total estimated proved reserves were classified as proved undeveloped. Development of these proved undeveloped reserves may take longer and require higher levels of capital expenditures than CRP currently anticipates. Delays in the development of CRP's reserves, increases in costs to drill and develop such reserves or decreases in commodity prices will reduce the value of CRP's estimated PUDs and future net revenues estimated for such reserves and may result in some projects becoming uneconomic. In addition, delays in the development of reserves could cause CRP to have to reclassify its PUDs as unproved reserves. Further, CRP may be required to write-down its PUDs if it does not drill those wells within five years after their respective dates of booking.

If commodity prices decrease to a level such that CRP's future undiscounted cash flows from its properties are less than their carrying value, CRP may be required to take write-downs of the carrying values of CRP's properties.

        Accounting rules require CRP to periodically review the carrying value of CRP's properties for possible impairment. Based on prevailing commodity prices and specific market factors and circumstances at the time of prospective impairment reviews, and the continuing evaluation of development plans, production data, economics and other factors, CRP may be required to write-down the carrying value of CRP's properties. A write-down constitutes a non-cash charge to earnings. Recently, commodity prices have declined significantly. On June 30, 2016, the WTI spot price for crude oil was $48.27 per barrel and the Henry Hub spot price for natural gas was $2.94 per MMBtu, representing decreases of 55% and 63%, respectively, from the high of $107.62 per barrel of oil and $7.92 per MMBtu for natural gas during 2014. Likewise, NGLs have suffered significant recent declines in realized prices. NGLs are made up of ethane, propane, isobutene, normal butane and natural gasoline, all of which have different uses and different pricing characteristics. Lower commodity prices in the future could result in impairments of CRP's properties, which could have a material adverse effect on CRP's results of operations for the periods in which such charges are taken.

Unless CRP replaces its reserves with new reserves and develop those reserves, CRP's reserves and production will decline, which would adversely affect CRP's future cash flows and results of operations.

        Producing oil and natural gas reservoirs generally are characterized by declining production rates that vary depending upon reservoir characteristics and other factors. Unless CRP conducts successful ongoing exploration and development activities or continually acquires properties containing proved reserves, CRP's proved reserves will decline as those reserves are produced. CRP's future reserves and production, and therefore CRP's future cash flow and results of operations, are highly dependent on CRP's success in efficiently developing CRP's current reserves and economically finding or acquiring additional recoverable reserves. CRP may not be able to develop, find or acquire sufficient additional reserves to replace CRP's current and future production. If CRP is unable to replace CRP's current and future production, the value of CRP's reserves will decrease, and CRP's business, financial condition and results of operations would be materially and adversely affected.

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Conservation measures and technological advances could reduce demand for oil and natural gas.

        Fuel conservation measures, alternative fuel requirements, increasing consumer demand for alternatives to oil and natural gas, technological advances in fuel economy and energy generation devices could reduce demand for oil and natural gas. The impact of the changing demand for oil and natural gas may have a material adverse effect on CRP's business, financial condition, results of operations and cash flows.

CRP depends upon a significant purchaser for the sale of most of CRP's oil, natural gas and NGL production.

        CRP normally sells its production to a relatively small number of customers, as is customary in CRP's business. For the years ended December 31, 2015 and 2014, Plains Marketing, L.P. accounted for 64% and 78%, respectively, of CRP's total revenue. During such years, no other purchaser accounted for 10% or more of CRP's revenue. The loss of Plains Marketing, L.P. as a purchaser could materially and adversely affect CRP's revenues in the short-term.

CRP's operations may be exposed to significant delays, costs and liabilities as a result of environmental and occupational health and safety requirements applicable to CRP's business activities.

        CRP's operations are subject to stringent and complex federal, state and local laws and regulations governing the discharge of materials into the environment, health and safety aspects of CRP's operations or otherwise relating to environmental protection. These laws and regulations may impose numerous obligations applicable to CRP's operations, including the acquisition of a permit or other approval before conducting regulated activities; the restriction of types, quantities and concentration of materials that can be released into the environment; the limitation or prohibition of drilling activities on certain lands lying within wilderness, wetlands and other protected areas; the application of specific health and safety criteria addressing worker protection; and the imposition of substantial liabilities for pollution resulting from CRP's operations. Numerous governmental authorities, such as the U.S. Environmental Protection Agency ("EPA") and analogous state agencies, have the power to enforce compliance with these laws and regulations and the permits issued under them. Such enforcement actions often involve taking difficult and costly compliance measures or corrective actions. Failure to comply with these laws and regulations may result in the assessment of sanctions, including administrative, civil or criminal penalties, natural resource damages, the imposition of investigatory or remedial obligations, and the issuance of orders limiting or prohibiting some or all of CRP's operations. In addition, CRP may experience delays in obtaining, or be unable to obtain, required permits, which may delay or interrupt CRP's operations and limit CRP's growth and revenue.

        Certain environmental laws impose strict as well as joint and several liability for costs required to remediate and restore sites where hazardous substances, hydrocarbons or solid wastes have been stored or released. CRP may be required to remediate contaminated properties currently or formerly operated by CRP or facilities of third parties that received waste generated by CRP's operations regardless of whether such contamination resulted from the conduct of others or from consequences of CRP's own actions that were in compliance with all applicable laws at the time those actions were taken. In connection with certain acquisitions, CRP could acquire, or be required to provide indemnification against, environmental liabilities that could expose CRP to material losses. In addition, claims for damages to persons or property, including natural resources, may result from the environmental, health and safety impacts of CRP's operations. CRP's insurance may not cover all environmental risks and costs or may not provide sufficient coverage if an environmental claim is made against CRP. Moreover, public interest in the protection of the environment has increased dramatically in recent years. The trend of more expansive and stringent environmental legislation and regulations applied to the crude oil and natural gas industry could continue, resulting in increased costs of doing business and consequently affecting profitability. To the extent laws are enacted or other governmental action is

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taken that restricts drilling or imposes more stringent and costly operating, waste handling, disposal and cleanup requirements, CRP's business, prospects, financial condition or results of operations could be materially adversely affected.

CRP may incur substantial losses and be subject to substantial liability claims as a result of CRP's operations. Additionally, CRP may not be insured for, or CRP's insurance may be inadequate to protect it against, these risks.

        CRP is not insured against all risks. Losses and liabilities arising from uninsured and underinsured events could materially and adversely affect CRP's business, financial condition or results of operations.

        CRP's development activities are subject to all of the operating risks associated with drilling for and producing oil and natural gas, including the possibility of:

    environmental hazards, such as uncontrollable releases of oil, natural gas, brine, well fluids, toxic gas or other pollution into the environment, including groundwater, air and shoreline contamination;

    abnormally pressured formations;

    mechanical difficulties, such as stuck oilfield drilling and service tools and casing collapse;

    fire, explosions and ruptures of pipelines;

    personal injuries and death;

    natural disasters; and

    terrorist attacks targeting oil and natural gas related facilities and infrastructure.

        Any of these risks could adversely affect CRP's ability to conduct operations or result in substantial loss to us as a result of claims for:

    injury or loss of life;

    damage to and destruction of property, natural resources and equipment;

    pollution and other environmental damage;

    regulatory investigations and penalties; and

    repair and remediation costs.

        CRP may elect not to obtain insurance for any or all of these risks if CRP believes that the cost of available insurance is excessive relative to the risks presented. In addition, pollution and environmental risks generally are not fully insurable. The occurrence of an event that is not fully covered by insurance could have a material adverse effect on CRP's business, financial condition and results of operations.

Properties that CRP decides to drill may not yield oil or natural gas in commercially viable quantities.

        Properties that CRP decides to drill that do not yield oil or natural gas in commercially viable quantities will adversely affect CRP's results of operations and financial condition. There is no way to predict in advance of drilling and testing whether any particular prospect will yield oil or natural gas in sufficient quantities to recover drilling or completion costs or to be economically viable. The use of micro-seismic data and other technologies and the study of producing fields in the same area will not enable CRP to know conclusively prior to drilling whether oil or natural gas will be present or, if present, whether oil or natural gas will be present in commercial quantities. CRP cannot assure you that the analogies CRP draws from available data from other wells, more fully explored prospects or

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producing fields will be applicable to CRP's drilling prospects. Further, CRP's drilling operations may be curtailed, delayed or cancelled as a result of numerous factors, including:

    unexpected drilling conditions;

    title problems;

    pressure or lost circulation in formations;

    equipment failure or accidents;

    adverse weather conditions;

    compliance with environmental and other governmental or contractual requirements; and

    increase in the cost of, shortages or delays in the availability of, electricity, supplies, materials, drilling or workover rigs, equipment and services.

CRP may be unable to make attractive acquisitions or successfully integrate acquired businesses, and any inability to do so may disrupt CRP's business and hinder CRP's ability to grow.

        In the future CRP may make acquisitions of assets or businesses that complement or expand CRP's current business. However, there is no guarantee CRP will be able to identify attractive acquisition opportunities. In the event CRP is able to identify attractive acquisition opportunities, CRP may not be able to complete the acquisition or do so on commercially acceptable terms. Competition for acquisitions may also increase the cost of, or cause CRP to refrain from, completing acquisitions.

        The success of any completed acquisition will depend on CRP's ability to integrate effectively the acquired business into CRP's existing operations. The process of integrating acquired businesses may involve unforeseen difficulties and may require a disproportionate amount of CRP's managerial and financial resources. In addition, possible future acquisitions may be larger and for purchase prices significantly higher than those paid for earlier acquisitions. No assurance can be given that CRP will be able to identify additional suitable acquisition opportunities, negotiate acceptable terms, obtain financing for acquisitions on acceptable terms or successfully acquire identified targets. CRP's failure to achieve consolidation savings, to integrate the acquired businesses and assets into CRP's existing operations successfully or to minimize any unforeseen operational difficulties could have a material adverse effect on CRP's financial condition and results of operations.

        In addition, CRP's credit agreement imposes certain limitations on CRP's ability to enter into mergers or combination transactions. CRP's credit agreement also limits its ability to incur certain indebtedness, which could indirectly limit CRP's ability to engage in acquisitions of businesses.

Certain of CRP's properties are subject to land use restrictions, which could limit the manner in which CRP conduct its business.

        Certain of CRP's properties are subject to land use restrictions, including city ordinances, which could limit the manner in which CRP conducts its business. Although none of CRP's drilling locations associated with proved undeveloped reserves as of December 31, 2015 or June 30, 2016 are on properties currently subject to such land use restrictions, such restrictions could affect, among other things, CRP's access to and the permissible uses of CRP's facilities as well as the manner in which CRP produces oil and natural gas and may restrict or prohibit drilling in general. The costs CRP incurs to comply with such restrictions may be significant in nature, and CRP may experience delays or curtailment in the pursuit of development activities and perhaps even be precluded from the drilling of wells.

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The unavailability or high cost of additional drilling rigs, equipment, supplies, personnel and oilfield services could adversely affect CRP's ability to execute its development plans within its budget and on a timely basis.

        The demand for drilling rigs, pipe and other equipment and supplies, as well as for qualified and experienced field personnel to drill wells and conduct field operations, geologists, geophysicists, engineers and other professionals in the oil and natural gas industry, can fluctuate significantly, often in correlation with oil and natural gas prices, causing periodic shortages. CRP's operations are concentrated in areas in which industry had increased rapidly, and as a result, demand for such drilling rigs, equipment and personnel, as well as access to transportation, processing and refining facilities in these areas, had increased, as did the costs for those items. However, beginning in the second half of 2014, commodity prices began to decline and the demand for goods and services has subsided due to reduced activity. To the extent that commodity prices improve in the future, any delay or inability to secure the personnel, equipment, power, services, resources and facilities access necessary for CRP to resume or increase its development activities could result in production volumes being below CRP's forecasted volumes. In addition, any such negative effect on production volumes, or significant increases in costs, could have a material adverse effect on CRP's cash flow and profitability. Furthermore, if CRP is unable to secure a sufficient number of drilling rigs at reasonable costs, CRP may not be able to drill all of CRP's acreage before its leases expire.

CRP could experience periods of higher costs if commodity prices rise. These increases could reduce CRP's profitability, cash flow and ability to complete development activities as planned.

        Historically, CRP's capital and operating costs have risen during periods of increasing oil, natural gas and NGL prices. These cost increases result from a variety of factors beyond CRP's control, such as increases in the cost of electricity, steel and other raw materials that CRP and its vendors rely upon; increased demand for labor, services and materials as drilling activity increases; and increased taxes. Decreased levels of drilling activity in the oil and gas industry in recent periods have led to declining costs of some drilling equipment, materials and supplies. However, such costs may rise faster than increases in CRP's revenue if commodity prices rise, thereby negatively impacting CRP's profitability, cash flow and ability to complete development activities as scheduled and on budget. This impact may be magnified to the extent that CRP's ability to participate in the commodity price increases is limited by CRP's derivative activities.

Should CRP fail to comply with all applicable FERC administered statutes, rules, regulations and orders, CRP could be subject to substantial penalties and fines.

        Under the Domenici-Barton Energy Policy Act of 2005 ("EP Act of 2005"), the Federal Energy Regulatory Commission ("FERC") has civil penalty authority under the Natural Gas Act of 1938 (the "NGA") and the Natural Gas Policy Act ("NGPA") to impose penalties for current violations of up to $1 million per day for each violation and disgorgement of profits associated with any violation. While CRP's operations have not been regulated by FERC as a natural gas company under the NGA, FERC has adopted regulations that may subject certain of CRP's otherwise non-FERC jurisdictional operations to FERC annual reporting and posting requirements. CRP also must comply with the anti-market manipulation rules enforced by FERC. Additional rules and legislation pertaining to those and other matters may be considered or adopted by FERC from time to time. Failure to comply with those regulations in the future could subject us to civil penalty liability.

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Climate change laws and regulations restricting emissions of GHGs could result in increased operating costs and reduced demand for the oil and natural gas that CRP produces, while potential physical effects of climate change could disrupt CRP's production and cause CRP to incur significant costs in preparing for or responding to those effects.

        In response to findings that emissions of carbon dioxide, methane and other GHGs present an endangerment to public health and the environment, the EPA has adopted regulations pursuant to the federal Clean Air Act that, among other things, require preconstruction and operating permits for certain large stationary sources. Facilities required to obtain preconstruction permits for their GHG emissions are also required to meet "best available control technology" standards that are being established by the states or, in some cases, by the EPA on a case-by-case basis. These regulatory requirements could adversely affect CRP's operations and restrict or delay CRP's ability to obtain air permits for new or modified sources. In addition, the EPA has adopted rules requiring the monitoring and reporting of GHG emissions from specified onshore and offshore oil and natural gas production sources in the United States on an annual basis, which include certain of CRP's operations. Furthermore, in May 2016, the EPA finalized rules that establish new controls for emissions of methane from new, modified or reconstructed sources in the oil and natural gas source category, including production, processing, transmission and storage activities. The rule includes first-time standards to address emissions of methane from equipment and processes across the source category, including hydraulically fractured oil and natural gas well completions. The EPA has also announced that it intends to impose methane emission standards for existing sources as well but, to date, has not yet issued a proposal. Compliance with these rules will require enhanced record-keeping practices, the purchase of new equipment, such as optical gas imaging instruments to detect leaks, and increased frequency of maintenance and repair activities to address emissions leakage. The rules will also likely require additional personnel time to support these activities or the engagement of third party contractors to assist with and verify compliance. These new and proposed rules could result in increased compliance costs on CRP's operations.

        While Congress has from time to time considered legislation to reduce emissions of GHGs, there has not been significant activity in the form of adopted legislation to reduce GHG emissions at the federal level in recent years. In the absence of such federal climate legislation, a number of state and regional efforts have emerged that are aimed at tracking and/or reducing GHG emissions by means of cap and trade programs. These programs typically require major sources of GHG emissions to acquire and surrender emission allowances in return for emitting those GHGs. In addition, efforts have been made and continue to be made in the international community toward the adoption of international treaties or protocols that would address global climate change issues. Most recently in April 2016, the United States was one of 175 countries to ratify the Paris Agreement, which requires member countries to review and "represent a progression" in their intended nationally determined contributions, which set GHG emission reduction goals, every five years beginning in 2020. Although it is not possible at this time to predict how legislation or new regulations that may be adopted to address GHG emissions would impact CRP's business, any such future laws and regulations imposing reporting obligations on, or limiting emissions of GHGs from, CRP's equipment and operations could require CRP to incur costs to reduce emissions of GHGs associated with CRP's operations. Substantial limitations on GHG emissions could adversely affect demand for the oil and natural gas CRP produces. Finally, it should be noted that some scientists have concluded that increasing concentrations of GHGs in the Earth's atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, floods and other climatic events; if any such effects were to occur, they could have a material adverse effect on CRP's operations.

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Federal, state and local legislative and regulatory initiatives relating to hydraulic fracturing as well as governmental reviews of such activities could result in increased costs and additional operating restrictions or delays in the completion of oil and natural gas wells and adversely affect CRP's production.

        Hydraulic fracturing is an important and common practice that is used to stimulate production of oil and/or natural gas from dense subsurface rock formations. The hydraulic fracturing process involves the injection of water, proppants and chemicals under pressure into targeted subsurface formations to fracture the surrounding rock and stimulate production. CRP regularly uses hydraulic fracturing as part of its operations. Hydraulic fracturing is typically regulated by state oil and natural gas commissions, but the EPA has asserted federal regulatory authority pursuant to the federal Safe Drinking Water Act ("SDWA") over certain hydraulic fracturing activities involving the use of diesel fuels and published permitting guidance in February 2014 addressing the performance of such activities using diesel fuels. The EPA has also issued final regulations under the federal Clean Air Act establishing performance standards, including standards for the capture of air emissions released during hydraulic fracturing, and advanced notice of proposed rulemaking under the Toxic Substances Control Act to require companies to disclose information regarding the chemicals used in hydraulic fracturing, and also finalized rules in 2016 that prohibit the discharge of wastewater from hydraulic fracturing operations to publicly owned wastewater treatment plants. In addition, the Bureau of Land Management finalized rules in March 2015 that impose new or more stringent standards for performing hydraulic fracturing on federal and American Indian lands. The U.S. District Court of Wyoming has temporarily stayed implementation of this rule. A final decision has not yet been issued. In addition, Congress has from time to time considered legislation to provide for federal regulation of hydraulic fracturing under the SDWA and to require disclosure of the chemicals used in the hydraulic fracturing process. It is unclear how any additional federal regulation of hydraulic fracturing activities may affect CRP's operations.

        Certain governmental reviews are either underway or being proposed that focus on environmental aspects of hydraulic fracturing practices. The White House Council on Environmental Quality is coordinating an administration-wide review of hydraulic fracturing practices. Additionally, in June 2015, the EPA released its draft report on the potential impacts of hydraulic fracturing on drinking water resources. The EPA report concluded that hydraulic fracturing activities have not led to widespread, systemic impacts on drinking water resources in the United States, although there are above and below ground mechanisms by which hydraulic fracturing activities have the potential to impact drinking water resources. The draft report is expected to be finalized after a public comment period and a formal review by the EPA's Science Advisory Board. Other governmental agencies, including the United States Department of Energy and the United States Department of the Interior, are evaluating various other aspects of hydraulic fracturing. These ongoing or proposed studies could spur initiatives to further regulate hydraulic fracturing under the federal SDWA or other regulatory mechanisms.

        At the state level, several states have adopted or are considering legal requirements that could impose more stringent permitting, disclosure and well construction requirements on hydraulic fracturing activities. For example, in May 2013, the Railroad Commission of Texas issued a "well integrity rule," which updates the requirements for drilling, putting pipe down and cementing wells. The rule also includes new testing and reporting requirements, such as (i) the requirement to submit cementing reports after well completion or after cessation of drilling, whichever is later, and (ii) the imposition of additional testing on wells less than 1,000 feet below usable groundwater. The well integrity rule took effect in January 2014. Local governments also may seek to adopt ordinances within their jurisdictions regulating the time, place and manner of drilling activities in general or hydraulic fracturing activities in particular. CRP believes that it follows applicable standard industry practices and legal requirements for groundwater protection in CRP's hydraulic fracturing activities. Nonetheless, if new or more stringent federal, state or local legal restrictions relating to the hydraulic fracturing process are adopted in areas where CRP operates, CRP could incur potentially significant added costs to comply with such

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requirements, experience delays or curtailment in the pursuit of development activities, and perhaps even be precluded from drilling wells.

Legislation or regulatory initiatives intended to address seismic activity could restrict CRP's drilling and production activities, as well as CRP's ability to dispose of saltwater gathered from such activities, which could have a material adverse effect on CRP's business.

        State and federal regulatory agencies recently have focused on a possible connection between the hydraulic fracturing related activities and the increased occurrence of seismic activity, and regulatory agencies at all levels are continuing to study the possible linkage between oil and gas activity and induced seismicity. For example, in 2015, the United States Geological Study identified eight states, including Texas, with areas of increased rates of induced seismicity that could be attributed to fluid injection or oil and gas extraction. In addition, a number of lawsuits have been filed in other states, most recently in Oklahoma, alleging that disposal well operations have caused damage to neighboring properties or otherwise violated state and federal rules regulating waste disposal. In response to these concerns, regulators in some states are seeking to impose additional requirements, including requirements in the permitting of saltwater disposal wells or otherwise to assess any relationship between seismicity and the use of such wells. For example, in October 2014, the Railroad Commission of Texas published a new rule governing permitting or re-permitting of disposal wells that would require, among other things, the submission of information on seismic events occurring within a specified radius of the disposal well location, as well as logs, geologic cross sections and structure maps relating to the disposal area in question. If the permittee or an applicant of a disposal well permit fails to demonstrate that the saltwater or other fluids are confined to the disposal zone or if scientific data indicates such a disposal well is likely to be or determined to be contributing to seismic activity, then the agency may deny, modify, suspend or terminate the permit application or existing operating permit for that well.

        CRP disposes of large volumes of saltwater gathered from CRP's drilling and production operations pursuant to permits issued to CRP by governmental authorities overseeing such disposal activities. While these permits are issued pursuant to existing laws and regulations, these legal requirements are subject to change, which could result in the imposition of more stringent operating constraints or new monitoring and reporting requirements, owing to, among other things, concerns of the public or governmental authorities regarding such gathering or disposal activities. The adoption and implementation of any new laws or regulations that restrict CRP's ability to use hydraulic fracturing or dispose of saltwater gathered from CRP's drilling and production activities by limiting volumes, disposal rates, disposal well locations or otherwise, or requiring CRP to shut down disposal wells, could have a material adverse effect on CRP's business, financial condition and results of operations.

Competition in the oil and natural gas industry is intense, making it more difficult for CRP to acquire properties, market oil or natural gas and secure trained personnel.

        CRP's ability to acquire additional prospects and to find and develop reserves in the future will depend on CRP's ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment for acquiring properties, marketing oil and natural gas and securing trained personnel. Also, there is substantial competition for capital available for investment in the oil and natural gas industry. Many of CRP's competitors possess and employ financial, technical and personnel resources substantially greater than CRP's. Those companies may be able to pay more for productive properties and exploratory prospects and to evaluate, bid for and purchase a greater number of properties and prospects than CRP's financial or personnel resources permit. In addition, other companies may be able to offer better compensation packages to attract and retain qualified personnel than CRP is able to offer. The cost to attract and retain qualified personnel has increased over the past three years due to competition and may increase substantially in the future. CRP may not be able to

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compete successfully in the future in acquiring prospective reserves, developing reserves, marketing hydrocarbons, attracting and retaining quality personnel and raising additional capital, which could have a material adverse effect on CRP's business.

The loss of senior management or technical personnel could adversely affect CRP's operations.

        CRP depends on the services of its senior management and technical personnel. CRP does not maintain, nor does it plan to obtain, any insurance against the loss of any of these individuals. The loss of the services of CRP's senior management or technical personnel could have a material adverse effect on CRP's business, financial condition and results of operations. Certain members of CRP's senior management, including Ward Polzin, CRP's current Chief Executive Officer, are not expected to continue as employees of CRP following the business combination. See "Risk Factors—Risks Related to the Business, Operations and Industry of CRP—Our ability to successfully effect the business combination and successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel of CRP. The loss of such key personnel could negatively impact the operations and profitability of Silver Run following the business combination" for a discussion of risks related to the fact that certain members of CRP's senior management are not expected to continue as employees of CRP following the business combination.

CRP's business is difficult to evaluate because CRP has a limited operating history, and CRP is susceptible to the potential difficulties associated with rapid growth and expansion.

        CRP was formed in 2012 and, as a result, there is only limited historical financial and operating information available upon which to base your evaluation of CRP's performance.

        In addition, CRP has grown rapidly over the last several years. CRP's management believes that CRP's future success depends on CRP's ability to manage the rapid growth that CRP has experienced and the demands from increased responsibility on management personnel. The following factors could present difficulties:

    increased responsibilities for CRP's executive level personnel;

    increased administrative burden;

    increased capital requirements; and

    increased organizational challenges common to large, expansive operations.

        CRP's operating results could be adversely affected if CRP does not successfully manage these potential difficulties. The historical financial information incorporated herein is not necessarily indicative of the results that may be realized in the future. In addition, CRP's operating history is limited and the results from CRP's current producing wells are not necessarily indicative of success from CRP's future drilling operations.

Increases in interest rates could adversely affect CRP's business.

        CRP's business and operating results can be harmed by factors such as the availability, terms of and cost of capital, increases in interest rates or a reduction in credit rating. These changes could cause CRP's cost of doing business to increase, limit CRP's ability to pursue acquisition opportunities, reduce cash flow used for drilling and place it at a competitive disadvantage. For example, as of June 30, 2016, outstanding borrowings subject to variable interest rates were approximately $189 million, and a 1.0% increase in interest rates would result in an increase in annual interest expense of approximately $1.9 million, assuming the $189 million of debt was outstanding for the full year. Recent and continuing disruptions and volatility in the global financial markets may lead to a contraction in credit availability impacting CRP's ability to finance operations. CRP requires continued access to capital. A significant reduction in cash flows from operations or the availability of credit could materially and adversely affect CRP's ability to achieve its planned growth and operating results.

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CRP may be subject to risks in connection with acquisitions of properties.

        The successful acquisition of producing properties requires an assessment of several factors, including:

    recoverable reserves;

    future oil and natural gas prices and their applicable differentials;

    operating costs; and

    potential environmental and other liabilities.

        The accuracy of these assessments is inherently uncertain. In connection with these assessments, CRP performs a review of the subject properties that CRP believes to be generally consistent with industry practices. CRP's review will not reveal all existing or potential problems nor will it permit CRP to become sufficiently familiar with the properties to fully assess their deficiencies and capabilities. Inspections may not always be performed on every well, and environmental problems, such as groundwater contamination, are not necessarily observable even when an inspection is undertaken. Even when problems are identified, the seller may be unwilling or unable to provide effective contractual protection against all or part of the problems. CRP often is not entitled to contractual indemnification for environmental liabilities and acquires properties on an "as is" basis.

As a result of future legislation, certain U.S. federal income tax deductions currently available with respect to oil and gas exploration and development may be eliminated and CRP's production may be subject to the imposition of new U.S. federal taxes.

        The U.S. President's Fiscal Year 2017 Budget Proposal and legislation introduced in a prior session of Congress includes proposals that, if enacted into law, would eliminate certain key U.S. federal income tax provisions currently available to oil and gas exploration and production companies or potentially make CRP's operations subject to the imposition of new U.S. federal taxes. These changes include, but are not limited to, (i) the repeal of the percentage depletion allowance for oil and gas properties, (ii) the elimination of current deductions for intangible drilling and development costs, (iii) the elimination of the deduction for certain domestic production activities, (iv) an extension of the amortization period for certain geological and geophysical expenditures and (v) imposition of a $10.25 per barrel fee on oil, to be paid by oil companies (but the budget does not describe where and how such a fee would be collected). It is unclear whether these or similar changes will be enacted and, if enacted, how soon any such changes could become effective. The passage of any legislation as a result of these proposals or any similar changes in U.S. federal income tax laws could eliminate or postpone certain tax deductions that are currently available with respect to oil and gas exploration and development, and any such change, as well as any changes to or the imposition of new U.S. federal, state or local taxes (including the imposition of, or increase in production, severance or similar taxes), could increase the cost of exploration and development of oil and gas resources, which would negatively affect CRP's financial condition and results of operations.

CRP's use of seismic data is subject to interpretation and may not accurately identify the presence of oil and natural gas, which could adversely affect the results of CRP's drilling operations.

        Even when properly used and interpreted, seismic data and visualization techniques are only tools used to assist geoscientists in identifying subsurface structures and hydrocarbon indicators and do not enable the interpreter to know whether hydrocarbons are, in fact, present in those structures. As a result, CRP's drilling activities may not be successful or economical. In addition, the use of advanced technologies, such as 3-D seismic data, requires greater pre-drilling expenditures than traditional drilling strategies, and CRP could incur losses as a result of such expenditures.

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Restrictions on drilling activities intended to protect certain species of wildlife may adversely affect CRP's ability to conduct drilling activities in areas where CRP operates.

        Oil and natural gas operations in CRP's operating areas may be adversely affected by seasonal or permanent restrictions on drilling activities designed to protect various wildlife. Seasonal restrictions may limit CRP's ability to operate in protected areas and can intensify competition for drilling rigs, oilfield equipment, services, supplies and qualified personnel, which may lead to periodic shortages when drilling is allowed. These constraints and the resulting shortages or high costs could delay CRP's operations or materially increase CRP's operating and capital costs. Permanent restrictions imposed to protect endangered species could prohibit drilling in certain areas or require the implementation of expensive mitigation measures. The designation of previously unprotected species in areas where CRP operates as threatened or endangered could cause CRP to incur increased costs arising from species protection measures or could result in limitations on CRP's activities that could have a material and adverse impact on its ability to develop and produce its reserves.

The enactment of derivatives legislation could have an adverse effect on CRP's ability to use derivative instruments to reduce the effect of commodity price, interest rate and other risks associated with CRP's business.

        The Dodd-Frank Act, enacted on July 21, 2010, established federal oversight and regulation of the over-the-counter derivatives market and entities, such as CRP, that participate in that market. The Dodd-Frank Act requires the Commodity Futures Trading Commission ("CFTC") and the SEC to promulgate rules and regulations implementing the Dodd-Frank Act. In October 2011, the CFTC issued regulations to set position limits for certain futures and option contracts in the major energy markets and for swaps that are their economic equivalents. The initial position limits rule was vacated by the United States District Court for the District of Columbia in September 2012. However, in November 2013, the CFTC proposed new rules that would place limits on positions in certain core futures and equivalent swaps contracts for or linked to certain physical commodities, subject to exceptions for certain bona fide hedging transactions. As these new position limit rules are not yet final, the impact of those provisions on CRP is uncertain at this time.

        The CFTC has designated certain interest rate swaps and credit default swaps for mandatory clearing. The CFTC has not yet proposed rules designating any other classes of swaps, including physical commodity swaps, for mandatory clearing. In addition, certain banking regulators and the CFTC have recently adopted final rules establishing minimum margin requirements for uncleared swaps. Although CRP expects to qualify for the end-user exception from such margin requirements for swaps entered into to hedge CRP's commercial risks, the application of such requirements to other market participants, such as swap dealers, may change the cost and availability of the swaps that CRP uses for hedging. If any of CRP's swaps do not qualify for the commercial end-user exception, posting of collateral could impact liquidity and reduce cash available to CRP for capital expenditures, therefore reducing CRP's ability to execute hedges to reduce risk and protect cash flow.

        The full impact of the Dodd-Frank Act and related regulatory requirements upon CRP's business will not be known until the regulations are implemented and the market for derivatives contracts has adjusted. The Dodd-Frank Act and any new regulations could significantly increase the cost of derivative contracts, materially alter the terms of derivative contracts, reduce the availability of derivatives to protect against risks CRP encounters, and reduce CRP's ability to monetize or restructure CRP's existing derivative contracts. If CRP reduces its use of derivatives as a result of the Dodd-Frank Act and regulations, its results of operations may become more volatile and its cash flows may be less predictable, which could adversely affect CRP's ability to plan for and fund capital expenditures. Finally, the Dodd-Frank Act was intended, in part, to reduce the volatility of oil and natural gas prices, which some legislators attributed to speculative trading in derivatives and commodity instruments related to oil and natural gas. CRP's revenues could therefore be adversely affected if a

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consequence of the Dodd-Frank Act and implementing regulations is to lower commodity prices. Any of these consequences could have a material and adverse effect on CRP and its financial condition.

        In addition, the European Union and other non-U.S. jurisdictions are implementing regulations with respect to the derivatives market. To the extent CRP transacts with counterparties in foreign jurisdictions, CRP may become subject to such regulations, the impact of which is not clear at this time.

The standardized measure of CRP's estimated reserves is not an accurate estimate of the current fair value of CRP's estimated oil and natural gas reserves.

        Standardized measure is a reporting convention that provides a common basis for comparing oil and natural gas companies subject to the rules and regulations of the SEC. Standardized measure requires the use of specific pricing as required by the SEC as well as operating and development costs prevailing as of the date of computation. Consequently, it may not reflect the prices ordinarily received or that will be received for oil and natural gas production because of varying market conditions, nor may it reflect the actual costs that will be required to produce or develop the oil and natural gas properties. As a result, estimates included herein of future net cash flow may be materially different from the future net cash flows that are ultimately received, and the standardized measure of CRP's estimated reserves included in this proxy statement should not be construed as accurate estimates of the current fair value of CRP's proved reserves.

CRP may not be able to keep pace with technological developments in CRP's industry.

        The oil and natural gas industry is characterized by rapid and significant technological advancements and introductions of new products and services using new technologies. As others use or develop new technologies, CRP may be placed at a competitive disadvantage or may be forced by competitive pressures to implement those new technologies at substantial costs. In addition, other oil and natural gas companies may have greater financial, technical and personnel resources that allow them to enjoy technological advantages and that may in the future allow them to implement new technologies before CRP can. CRP may not be able to respond to these competitive pressures or implement new technologies on a timely basis or at an acceptable cost. If one or more of the technologies CRP uses now or in the future were to become obsolete, CRP's business, financial condition or results of operations could be materially and adversely affected.

Risks Related to Silver Run and the Business Combination

After completion of the Transactions, Riverstone will own the majority of the outstanding voting shares of Silver Run.

        Upon completion of the Transactions (and assuming no redemptions by our public stockholders of public shares), Riverstone affiliates, including our Sponsor, will beneficially own approximately 50.8% of our voting common stock. As long as Riverstone affiliates, including our Sponsor, own or control a significant percentage of outstanding voting power, they will have the ability to strongly influence all corporate actions requiring stockholder approval, including the election and removal of directors and the size of our board of directors, any amendment of our Charter or bylaws, or the approval of any merger or other significant corporate transaction, including a sale of substantially all of our assets, and will be able to cause or prevent a change in the composition of our board of directors or a change in control of our company that could deprive stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company.

        The interests of Riverstone affiliates, including our Sponsor, may not align with the interests of our other stockholders. Our Sponsor is in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with us. Riverstone affiliates,

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including our Sponsor, may also pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. In addition, our Charter provides that we renounce any interest or expectancy in the business opportunities of our officers and directors and their respective affiliates and each such party shall not have any obligation to offer us those opportunities unless presented to one of our directors or officers in his or her capacity as a director or officer.

We expect to be a "controlled company" within the meaning of the NASDAQ Listing Rules following the Transactions and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements.

        Upon completion of the Transactions, Riverstone affiliates, including our Sponsor, will control a majority of the combined voting power of all classes of our outstanding voting stock. As a result, we expect to be a controlled company within the meaning of the NASDAQ corporate governance standards. Under the NASDAQ rules, a company of which more than 50% of the voting power is held by another person or group of persons acting together is a controlled company and may elect not to comply with certain NASDAQ corporate governance requirements, including the requirements that:

    a majority of the board of directors consist of independent directors;

    the nominating and governance committee be composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities; and

    the compensation committee be composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities.

        These requirements will not apply to us as long as we remain a controlled company. Following the business combination, we intend to utilize some or all of these exemptions. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NASDAQ. See "Officers and Directors of Silver Run—Status as a Controlled Company."

Following the consummation of the business combination, our only significant asset will be ownership of an approximate 89% membership interest in CRP and such ownership may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our Class A Common Stock or satisfy our other financial obligations.

        Following the consummation of the business combination, we will have no direct operations and no significant assets other than the ownership of an approximate 89% membership interest in CRP. We will depend on CRP for distributions, loans and other payments to generate the funds necessary to meet our financial obligations or to pay any dividends with respect to our Common Stock. Subject to certain restrictions, CRP generally will be required to (i) make pro rata distributions to its members, including us, in an amount at least sufficient to allow us to pay our taxes and (ii) reimburse us for certain corporate and other overhead expenses. However, legal and contractual restrictions in agreements governing future indebtedness of CRP, as well as the financial condition and operating requirements of CRP may limit our ability to obtain cash from CRP. The earnings from, or other available assets of, CRP may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our Class A Common Stock or satisfy our other financial obligations.

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Subsequent to the consummation of the business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

        Although we have conducted due diligence on CRP, we cannot assure you that this diligence revealed all material issues that may be present in CRP's business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of our and CRP's control will not later arise. As a result, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and may not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about Silver Run following the completion of the business combination or our securities. In addition, charges of this nature may cause us to be unable to obtain future financing on favorable terms or at all.

We and CRP will be subject to business uncertainties and contractual restrictions while the business combination is pending.

        Uncertainty about the effect of the business combination on employees and third parties may have an adverse effect on us and CRP. These uncertainties may impair CRP's ability to retain and motivate key personnel and could cause third parties that deal with CRP to defer entering into contracts or making other decisions or seek to change existing business relationships. If employees (other than members of CRP's senior management who are not expected to continue as employees of CRP following the business combination) depart because of uncertainty about their future roles and the potential complexities of the business combination, our or CRP's business could be harmed.

Our ability to successfully effect the business combination and successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel of CRP. The loss of such key personnel and our inability to hire and retain replacements could negatively impact the operations and profitability of Silver Run following the business combination.

        Our ability to successfully effect the business combination and successfully operate the business is dependent upon the efforts of certain key personnel, including the senior management of CRP. Although the Management Company has entered into the Consulting Agreements with each member of CRP's senior management, such consulting agreements expire on November 6, 2016, unless otherwise extended by the parties thereto. As such, we will lose the services of CRP's senior management, including its chief executive officer and chief financial officer, and, if we are not able to hire and retain management-level employees, our operations and profitability following the business combination could be negatively impacted. Furthermore, while we have scrutinized individuals who will stay with CRP following the business combination, our assessment of these individuals may not prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

Our Sponsor, officers and directors have agreed to vote in favor of the business combination, regardless of how our public stockholders vote.

        Unlike many other blank check companies in which the founders agree to vote their founder shares in accordance with the majority of the votes cast by our public stockholders in connection with an Initial Business Combination, our Sponsor, officers and directors have agreed to vote any shares of Class A Common Stock and Class B Common Stock owned by them in favor of the business

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combination. As of the date hereof, our Sponsor, officers and directors own shares equal to approximately 20% of our issued and outstanding shares of Class A Common Stock and Class B Common Stock in the aggregate. Accordingly, it is more likely that the necessary stockholder approval will be received for the business combination than would be the case if our Sponsor, officers and directors agreed to vote any shares of Class A Common Stock and Class B Common Stock owned by them in accordance with the majority of the votes cast by our public stockholders.

Our Sponsor, certain members of our board of directors and our officers have interests in the business combination that are different from or are in addition to other stockholders in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other Proposals described in this proxy statement .

        When considering our board of directors' recommendation that our stockholders vote in favor of the approval of the Business Combination Proposal, our stockholders should be aware that the directors and officers of CRP have interests in the business combination that may be different from, or in addition to, the interests of our stockholders. These interests include:

    the fact that Riverstone affiliates, including our Sponsor, will hold a majority of the combined voting power of all classes of our outstanding voting stock following the consummation of the Transactions;

    the fact that our Sponsor holds private placement warrants that would expire worthless if a business combination is not consummated;

    the fact that our Sponsor, officers and directors have agreed not to redeem any of the shares of Class A Common Stock held by them in connection with a stockholder vote to approve the business combination;

    the fact that our Sponsor paid an aggregate of $25,000 for its founder shares and such securities will have a significantly higher value at the time of the business combination, which if unrestricted and freely tradable would be valued at approximately $177,405,400, based on the closing price of our Class A Common Stock on September 22, 2016;

    if the Trust Account is liquidated, including in the event we are unable to complete an Initial Business Combination within the required time period, our Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per share originally sold as part of the units issued in the IPO (each, a "public share"), or such lesser amount per public share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

    the continuation of certain of our existing directors, Mark G. Papa and Jeffrey H. Tepper as directors of Silver Run;

    the fact that each of our independent directors owns 40,000 founder shares that were purchased from our Sponsor at its original purchase price, which if unrestricted and freely tradeable would be valued at approximately $1,719,600, based on the closing price of our Class A Common Stock on September 22, 2016;

    the fact that our Sponsor, officers and directors may not participate in the formation of, or become a director or officer of, any other blank check company until we have entered into a definitive agreement regarding an Initial Business Combination or fail to complete an Initial Business Combination by February 28, 2018;

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    the fact that our Sponsor, officers and directors will lose their entire investment in us if an Initial Business Combination is not completed; and

    that we will enter into an amended and restated registration rights agreement with the Riverstone private investors, our Sponsor, certain of our directors and the Centennial Contributors, which provides for registration rights to such parties.

Our initial stockholders, including our Sponsor and our independent directors, hold a significant number of shares of our Common Stock. They will lose their entire investment in us if we do not complete an Initial Business Combination.

        Our Sponsor and our independent directors hold all of our 12,500,000 founder shares, representing 20% of the total outstanding shares upon completion of our IPO. The founder shares will be worthless if we do not complete an Initial Business Combination by February 28, 2018. In addition, our Sponsor holds an aggregate of 8,000,000 private placement warrants that will also be worthless if we do not complete an Initial Business Combination by February 28, 2018.

        The founder shares are identical to the shares of Class A Common Stock included in the units, except that (i) the founder shares and the shares of Class A Common Stock into which the founder shares convert upon an Initial Business Combination are subject to certain transfer restrictions, (ii) our Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (a) to waive their redemption rights with respect to their founder shares and public shares owned in connection with the completion of an Initial Business Combination, (b) to waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if we fail to complete an Initial Business Combination by February 28, 2018 (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if we fail to complete an Initial Business Combination by February 28, 2018) and (iii) the founder shares are automatically convertible into shares of our Class A Common Stock at the time of an Initial Business Combination, as described herein.

        The personal and financial interests of our Sponsor, officers and directors may have influenced their motivation in identifying and selecting CRP, completing the business combination with CRP and influencing the operation of Silver Run following the business combination.

We will incur significant transaction costs in connection with the business combination.

        We have and expect to incur significant, non-recurring costs in connection with consummating the business combination. All expenses incurred in connection with the Contribution Agreement and the business combination, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be for the account of the party incurring such fees, expenses and costs, subject to our agreement in the Contribution Agreement requiring Centennial Contributors to pay CRP's investment banking and other fees resulting from the consummation of the business combination. Our transaction expenses as a result of the business combination are currently estimated at approximately $35,050,000, including $17,500,000 in deferred underwriting commissions to the underwriters of our IPO and $600,000 that we have paid to Evercore relating to the delivery of its fairness opinion.

The unaudited pro forma condensed consolidated combined financial information included in this document may not be indicative of what our actual financial position or results of operations would have been.

        The unaudited pro forma condensed consolidated combined financial information for Silver Run following the business combination in this proxy statement is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the business combination been completed on the dates indicated. See the section

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entitled "Unaudited Pro Forma Condensed Consolidated Combined Financial Information" for more information.

We may waive one or more of the conditions to the business combination.

        We may agree to waive, in whole or in part, one or more of the conditions to our obligations to complete the business combination, to the extent permitted by our Charter, bylaws and applicable laws. For example, it is a condition to our obligations to close the business combination that there be no breach of CRP's representations and warranties as of the Closing Date that would reasonably be expected to have a Company Material Adverse Effect. However, if our board of directors determines that any such breach is not material to the business of CRP, then the board may elect to waive that condition and close the business combination. We are not able to waive the condition that our stockholders approve the business combination.

If we are unable to complete an Initial Business Combination on or prior to February 28, 2018, our public stockholders may receive only approximately $10.00 per share on the liquidation of our Trust Account (or less than $10.00 per share in certain circumstances where a third party brings a claim against us that our Sponsor is unable to indemnify), and our warrants will expire worthless.

        If we are unable to complete an Initial Business Combination on or prior to February 28, 2018, our public stockholders may receive only approximately $10.00 per share on the liquidation of our Trust Account (or less than $10.00 per share in certain circumstances where a third party brings a claim against us that our Sponsor is unable to indemnify (as described below)), and our warrants will expire worthless.

If third parties bring claims against us, the proceeds held in our Trust Account could be reduced and the per share redemption amount received by stockholders may be less than $10.00 per share.

        Our placing of funds in our Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent auditors), prospective target businesses, including CRP, or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in our Trust Account for the benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against our Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in our Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in our Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party's engagement would be significantly more beneficial to us than any alternative.

        Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against our Trust Account for any reason. Upon redemption of our public shares, if we are unable to complete the Initial Business Combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with the business combination, we will be required to

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provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption.

        Accordingly, the per share redemption amount received by public stockholders could be less than the $10.00 per share initially held in our Trust Account, due to claims of such creditors. Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in our Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in our Trust Account as of the date of the liquidation of our Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to our Trust Account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our Sponsor has sufficient funds to satisfy their indemnity obligations and believe that our Sponsor's only assets are securities of our company and, therefore, our Sponsor may not be able to satisfy those obligations. We have not asked our Sponsor to reserve for such eventuality.

Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public stockholders.

        In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per public share or (ii) such lesser amount per share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations.

        While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our public stockholders may be reduced below $10.00 per share.

If, after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board may be exposed to claims of punitive damages.

        If, after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors.

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If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

        If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

Even if we consummate the business combination, there is no guarantee that the public warrants will be in the money at the time they become exercisable, and they may expire worthless.

        The exercise price for our warrants is $11.50 per share of Class A Common Stock. There is no guarantee that the public warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the warrants may expire worthless.

We have not registered the shares of Class A Common Stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

        We have not registered the shares of Class A Common Stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed, as soon as practicable, but in no event later than 15 business days after the closing of the business combination, to use our best efforts to file a registration statement under the Securities Act covering such shares and maintain a current prospectus relating to the Class A Common Stock issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in such registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder or an exemption is available. Notwithstanding the above, if our Class A Common Stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a "covered security" under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of warrants who exercise their warrants to do so on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase

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price solely for the shares of Class A Common Stock included in the units. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying shares of Class A Common Stock for sale under all applicable state securities laws.

We may amend the terms of the warrants in a manner that may be adverse to holders with the approval by the holders of at least 50% of the then outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of shares of our Class A Common Stock purchasable upon exercise of a warrant could be decreased, all without your approval.

        Our warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of our Class A Common Stock purchasable upon exercise of a warrant.

We may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless.

        We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of our Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date we send the notice of redemption to the warrant holders. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force the warrant holders (i) to exercise their warrants and pay the exercise price therefor at a time when it may be disadvantageous for them to do so, (ii) to sell their warrants at the then-current market price when they might otherwise wish to hold their warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of their warrants. None of the private placement warrants will be redeemable by us so long as they are held by our Sponsor or its permitted transferees.

Because certain of our shares of Class A Common Stock and warrants currently trade as units consisting of one share of Class A Common Stock and one-third of one warrant, the units may be worth less than units of other blank check companies.

        Certain of our shares of Class A Common Stock and warrants currently trade as units consisting of one share of Class A Common Stock and one-third of one warrant. Because, pursuant to the warrant agreement, the warrants may only be exercised for a whole number of shares, only a whole warrant may be exercised at any given time. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the public warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of shares of Class A Common Stock to be issued to the warrant holder. As a result, public warrant holders who did not purchase a number of units or warrants that would convert into a whole share must sell any odd number of warrants in order to obtain full value from the fractional interest that will not be issued.

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This is different from other companies similar to ours whose units include one share of common stock and one warrant to purchase one whole share. This unit structure may cause our units to be worth less than if it included a warrant to purchase one whole share.

Warrants will become exercisable for our Class A Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

        We issued warrants to purchase 16,666,666 shares of Class A Common Stock as part of our IPO and prior to our IPO, we issued an aggregate of 8,000,000 private placement warrants to our Sponsor, each exercisable to purchase one whole share at $11.50 per whole share. In addition, prior to consummating an Initial Business Combination, nothing prevents us from issuing additional securities in a private placement so long as they do not participate in any manner in the Trust Account or vote as a class with the Class A Common Stock and Class B Common Stock on a business combination. To the extent such warrants are exercised, additional shares of our Class A Common Stock will be issued, which will result in dilution to the then existing holders of our Class A Common Stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our Class A Common Stock.

        The private placement warrants are identical to the warrants sold as part of the units issued in our IPO, except that, so long as they are held by our Sponsor or its permitted transferees, (i) they will not be redeemable by us, (ii) they (including the Class A Common Stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our Sponsor until 30 days after the completion of an Initial Business Combination and (iii) they may be exercised by the holders on a cashless basis.

A market for our securities may not continue, which would adversely affect the liquidity and price of our securities.

        Following the business combination, the price of our securities may fluctuate significantly due to the market's reaction to the business combination and general market and economic conditions. An active trading market for our securities following the business combination may never develop or, if developed, it may not be sustained. In addition, the price of our securities after the business combination can vary due to general economic conditions and forecasts, our general business condition and the release of our financial reports. Additionally, if our securities are not listed on, or become delisted from, NASDAQ for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of our securities may be more limited than if we were quoted or listed on NASDAQ or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our Class A Common Stock to drop significantly, even if our business is doing well.

        Sales of a substantial number of shares of Class A Common Stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our Class A Common Stock. After the Transactions (and assuming no redemptions by our public stockholders of public shares), our Sponsor, officers and directors and the Riverstone private investors will hold approximately 57.1% of our Class A Common Stock, including the 12,500,000 shares of Class A Common Stock into which the founder shares convert (or 86.4% of our Class A Common Stock, assuming an illustrative redemption by our public stockholders of approximately 47.9 million public shares). Additionally, the Centennial Contributors will have the ability to redeem or exchange their 20,000,000 CRP Common Units for

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shares of Class A Common Stock on a one-for-one basis, subject to adjustments. Pursuant to the terms of a letter agreement entered into at the time of the IPO, the founder shares (which will be converted into shares of Class A Common Stock at the Closing) may not be transferred until the earlier to occur of (i) one year after the Closing or (ii) the date on which we complete a liquidation, merger, stock exchange or other similar transaction that results in all of our public stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of our Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing, the Class A Common Shares into which the founder shares convert will be released from these transfer restrictions.

        In connection with the Closing, we will enter into an amended and restated registration rights agreement with the Riverstone private investors, our Sponsor, certain of our directors and the Centennial Contributors, which provides for registration rights to such parties. In addition, we have agreed with the private investors to file a registration statement registering the shares of Class A Common Stock held by them for resale within 30 days following the Closing.

If the business combination's benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of our securities may decline.

        If the benefits of the business combination do not meet the expectations of investors or securities analysts, the market price of our securities prior to the Closing may decline. The market values of our securities at the time of the business combination may vary significantly from their prices on the date the Contribution Agreement was executed, the date of this proxy statement, or the date on which our stockholders vote on the business combination.

        In addition, following the business combination, fluctuations in the price of our securities could contribute to the loss of all or part of your investment. Prior to the business combination, there has not been a public market for CRP's equity securities and trading in the shares of our Class A Common Stock has not been active. Accordingly, the valuation ascribed to CRP and our Class A Common Stock in the business combination may not be indicative of the price that will prevail in the trading market following the business combination. If an active market for our securities develops and continues, the trading price of our securities following the business combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

        Factors affecting the trading price of our securities following the business combination may include:

    actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

    changes in the market's expectations about our operating results;

    success of competitors;

    our operating results failing to meet the expectation of securities analysts or investors in a particular period;

    changes in financial estimates and recommendations by securities analysts concerning Silver Run or the market in general;

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    operating and stock price performance of other companies that investors deem comparable to Silver Run;

    changes in laws and regulations affecting our business;

    commencement of, or involvement in, litigation involving Silver Run;

    changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;

    the volume of shares of our Class A Common Stock available for public sale;

    any major change in our board or management;

    sales of substantial amounts of Class A Common Stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and

    general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

        Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general and NASDAQ have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to Silver Run following the business combination could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

Following the business combination, if securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our Class A Common Stock adversely, the price and trading volume of our Class A Common Stock could decline.

        The trading market for our Class A Common Stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors. If any of the analysts who may cover Silver Run following the business combination change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, the price of our Class A Common Stock would likely decline. If any analyst who may cover Silver Run following the business combination were to cease their coverage or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

Activities taken by affiliates of Silver Run to purchase, directly or indirectly, public shares of our Class A Common Stock will increase the likelihood of approval of the business combination proposal and other proposals and may affect the market price of our securities.

        Our Sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions either prior to or following the consummation of the business combination. None of our Sponsor, directors, officers, advisors or their affiliates will make any such purchases when such parties are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Although none of our Sponsor, directors, officers, advisors or their affiliates currently anticipate paying any premium purchase price for such public shares, in the event such parties do, the payment of a premium may not be in the

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best interest of those stockholders not receiving any such additional consideration. There is no limit on the number of shares that could be acquired by our Sponsor, directors, officers, advisors or their affiliates, or the price such parties may pay.

        If such transactions are effected, the consequence could be to cause the business combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Business Combination Proposal and other proposals and would likely increase the chances that such proposals would be approved. If the market does not view the business combination positively, purchases of public shares may have the effect of counteracting the market's view, which would otherwise be reflected in a decline in the market price of our securities. In addition, the termination of the support provided by these purchases may materially adversely affect the market price of our securities.

        As of the date of this proxy statement, no agreements with respect to the private purchase of public shares by Silver Run or the persons described above have been entered into with any such investor or holder. We will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or other proposals.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.

        We are subject to laws, regulations and rules enacted by national, regional and local governments and NASDAQ. In particular, we are required to comply with certain SEC, NASDAQ and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations and rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations and rules, as interpreted and applied, could have a material adverse effect on our business and results of operations.

There can be no assurance that our Class A Common Stock that will be issued in connection with the business combination will be approved for listing on NASDAQ following the Closing, or that we will be able to comply with the continued listing standards of NASDAQ.

        Our Class A Common Stock, public units and public warrants are currently listed on NASDAQ. Our continued eligibility for listing, and the approval of the Class A Common Stock to be issued in connection with the Transactions for listing, may depend on, among other things, the number of our shares that are redeemed. If, after the business combination, NASDAQ delists our Class A Common Stock from trading on its exchange for failure to meet the listing standards, we and our stockholders could face significant material adverse consequences including:

    a limited availability of market quotations for our securities;

    reduced liquidity for our securities;

    a determination that our Class A Common Stock is a "penny stock" which will require brokers trading in our Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

    a limited amount of news and analyst coverage; and

    a decreased ability to issue additional securities or obtain additional financing in the future.

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        The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as "covered securities." Because our Class A Common Stock, units and public warrants are listed on NASDAQ, they are covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the state of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on NASDAQ, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities.

As a result of future legislation, certain U.S. federal income tax deductions currently available with respect to oil and gas exploration and development may be eliminated and CRP's production may be subject to the imposition of new U.S. federal taxes.

        The U.S. President's Fiscal Year 2017 Budget Proposal and legislation introduced in a prior session of Congress includes proposals that, if enacted into law, would eliminate certain key U.S. federal income tax provisions currently available to oil and gas exploration and production companies or potentially make CRP's operations subject to the imposition of new U.S. federal taxes. These changes include, but are not limited to, (i) the repeal of the percentage depletion allowance for oil and gas properties, (ii) the elimination of current deductions for intangible drilling and development costs, (iii) the elimination of the deduction for certain domestic production activities, (iv) an extension of the amortization period for certain geological and geophysical expenditures and (v) imposition of a $10.25 per barrel fee on oil, to be paid by oil companies (but the budget does not describe where and how such a fee would be collected). It is unclear whether these or similar changes will be enacted and, if enacted, how soon any such changes could become effective. The passage of any legislation as a result of these proposals or any similar changes in U.S. federal income tax laws could eliminate or postpone certain tax deductions that are currently available with respect to oil and gas exploration and development, and any such change, as well as any changes to or the imposition of new U.S. federal, state or local taxes (including the imposition of, or increase in production, severance or similar taxes), could increase the cost of exploration and development of oil and gas resources, which would negatively affect our financial condition and results of operations.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

        We will be subject to income taxes in the United States, and our domestic tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

    changes in the valuation of our deferred tax assets and liabilities;

    expected timing and amount of the release of any tax valuation allowances;

    tax effects of stock-based compensation;

    costs related to intercompany restructurings;

    changes in tax laws, regulations or interpretations thereof; or

    lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.

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        In addition, we may be subject to audits of our income, sales and other transaction taxes by U.S. federal and state authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

The JOBS Act permits "emerging growth companies" like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.

        We qualify as an "emerging growth company" as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). As such, we take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. As a result, our stockholders may not have access to certain information they deem important. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year (a) following February 28, 2021, the fifth anniversary of our IPO, (b) in which we have total annual gross revenue of at least $1.0 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A Common Stock that is held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

        In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

        We cannot predict if investors will find our Class A Common Stock less attractive because we will rely on these exemptions. If some investors find our Class A Common Stock less attractive as a result, there may be a less active trading market for our Class A Common Stock and our stock price may be more volatile.

Our stockholders will experience immediate dilution as a consequence of the issuance of Class A Common Stock pursuant to the Private Placements.

        We will issue an aggregate of 101,005,000 shares of our Class A Common Stock to the private investors, plus any additional shares of Class A Common Stock that the Riverstone private investors may purchase in order to facilitate the Transactions. As a result, following the Transactions, our public stockholders will hold 50,000,000 shares of Class A Common Stock, or approximately 27.2% of our voting common stock and a 30.6% economic interest in us (assuming that no holders of public shares elect to redeem their shares for a portion of the Trust Account and we do not otherwise issue any additional shares of our Class A Common Stock to the Riverstone private investors).

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Non-U.S. holders may be subject to U.S. income tax with respect to gain on disposition of their Class A Common Stock and warrants.

        We believe that we will be a United States real property holding corporation (a "USRPHC"), following our business combination. As a result, after the business combination is effected, Non-U.S. holders (defined below in the section entitled "Proposal No. 1—Approval of the Business Combination—Certain United States Federal Income Tax Considerations") that own (or are treated as owning under constructive ownership rules) more than a specified amount of our Class A Common Stock or warrants during a specified time period may be subject to U.S. federal income tax on a sale, exchange, or other disposition of such Class A Common Stock or warrants and may be required to file a U.S. federal income tax return. If you are a Non-U.S. holder, we urge you to consult your tax advisors regarding the tax consequences of such treatment.

Unlike some other blank check companies, Silver Run does not have a specified maximum redemption threshold. The absence of such a redemption threshold will make it easier for us to consummate the business combination even if a substantial number of our stockholders redeem.

        Unlike some other blank check companies, Silver Run has no specified maximum redemption threshold, except that we will not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001. Some other blank check companies' structure disallows the consummation of a business combination if the holders of Silver Run's public shares elect to redeem or convert more than a specified percentage of the shares sold in such company's initial public offering. Because we have no such maximum redemption threshold, and because the Riverstone private investors have agreed to be ready, willing and able to purchase additional shares of our Class A Common Stock in an amount such that the proceeds therefrom, together with certain other available funds, will be sufficient for us to pay the cash consideration in the business combination, repay certain outstanding indebtedness of CRP, offset any redemptions of public shares, and pay transaction-related expenses incurred by us, we may be able to consummate the business combination even though a substantial number of our public stockholders have redeemed their shares.

Risks Related to the Redemption

There is no guarantee that a stockholder's decision whether to redeem their shares for a pro rata portion of the Trust Account will put the stockholder in a better future economic position.

        We can give no assurance as to the price at which a stockholder may be able to sell its public shares in the future following the completion of the business combination or any alternative business combination. Certain events following the consummation of any Initial Business Combination, including the business combination, may cause an increase in our share price, and may result in a lower value realized now than a stockholder of Silver Run might realize in the future had the stockholder redeemed their shares. Similarly, if a stockholder does not redeem their shares, the stockholder will bear the risk of ownership of the public shares after the consummation of any Initial Business Combination, including the business combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement. A stockholder should consult the stockholder's own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

If our stockholders fail to comply with the redemption requirements specified in this proxy statement, they will not be entitled to redeem their shares of Class A Common Stock for a pro rata portion of the funds held in the Trust Account.

        In order to exercise their redemption rights, holders of public shares are required to submit a request in writing and deliver their stock (either physically or electronically) to our transfer agent at

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least two (2) business days prior to the special meeting. Stockholders electing to redeem their shares will receive their pro rata portion of the Trust Account less franchise and income taxes payable, calculated as of two (2) business days prior to the anticipated consummation of the business combination. See the section entitled "Special Meeting of Silver Run Stockholders—Redemption Rights" for additional information on how to exercise your redemption rights.

Stockholders of Silver Run who wish to redeem their shares for a pro rata portion of the Trust Account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline.

        Public stockholders who wish to redeem their shares for a pro rata portion of the Trust Account must, among other things, as fully described in the section entitled "Special Meeting of Silver Run Stockholders—Redemption Rights," tender their certificates to our transfer agent or deliver their shares to the transfer agent electronically through the DTC prior to 5:00 p.m., Eastern Daylight time, on October 5, 2016. In order to obtain a physical stock certificate, a stockholder's broker and/or clearing broker, DTC and our transfer agent will need to act to facilitate this request. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because we do not have any control over this process or over the brokers, it may take significantly longer than two weeks to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, stockholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

        In addition, holders of outstanding units of Silver Run must separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold units registered in your own name, you must deliver the certificate for such units to Continental Stock Transfer & Trust Company with written instructions to separate such units into public shares and public warrants. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the public shares from the units.

        If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC's DWAC (deposit withdrawal at custodian) system, a withdrawal of the relevant units and a deposit of an equal number of public shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION

        The unaudited pro forma condensed consolidated combined statements of operations for the six months ended June 30, 2016 and for the year ended December 31, 2015 combine the historical consolidated statements of operations of Silver Run and the historical consolidated statements of operations of CRP, giving effect to the Transactions (as defined below) as if they had been consummated on January 1, 2015, the beginning of the earliest period presented. The unaudited pro forma condensed consolidated combined balance sheet as of June 30, 2016 combines the historical consolidated balance sheet of Silver Run and the historical condensed consolidated balance sheet of CRP, giving effect to the following transactions (for purposes of this section, collectively, the "Transactions") as if they had been consummated on June 30, 2016:

    the acquisition by Silver Run of approximately 89% of the outstanding membership interests in CRP pursuant to that certain Contribution Agreement, dated as of July 6, 2016 (as amended by Amendment No. 1 thereto, dated as of July 29, 2016, the "Contribution Agreement"), among Centennial Resource Development, LLC, a Delaware limited liability company ("CRD"), NGP Centennial Follow-On LLC, a Delaware limited liability company ("NGP Follow-On"), Celero Energy Company, LP, a Delaware limited partnership (together with CRD and NGP Follow-On, the "Centennial Contributors"), CRP and New Centennial, LLC, a Delaware limited liability company controlled by Riverstone Investment Group LLC and its affiliates (collectively, "Riverstone"), to which we expect to become a party following the approval and adoption of the same by Silver Run's stockholders (the "business combination");

    the conversion of 12,500,000 shares of Silver Run's Class B Common Stock, par value $0.0001 per share, into 12,500,000 shares of Silver Run's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), in connection with the business combination;

    the issuance by Silver Run of 20,000,000 shares of a new class of capital stock designated as Class C Common Stock, par value $0.0001 per share (the "Class C Common Stock"), to the Centennial Contributors in connection with the business combination;

    the issuance by Silver Run of 1 share of a new class of preferred stock designated as Series A Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), to CRD in connection with the business combination;

    the issuance and sale by Silver Run of (a) up to 81,005,000 shares of Class A Common Stock to Riverstone Centennial Holdings, L.P., an accredited investor affiliated with Riverstone (together with any person to whom it assigns the right to purchase such shares, the "Riverstone private investors" and such issuance, together with any issuance of additional shares of Class A Common Stock to the Riverstone private investors to facilitate the Transactions, the "Riverstone Private Placement"), and (b) 20,000,000 shares of Class A Common Stock to certain other accredited investors in a private placement (together with the Riverstone Private Placement, the "Private Placements"), the proceeds of which will be used to fund a portion of the cash consideration in the business combination;

    the contribution of cash by Silver Run to CRP necessary for CRP to repay any of its or its subsidiaries' outstanding debt that becomes due and payable as a result of the consummation of the business combination, which as of June 30, 2016, was approximately $189.0 million; and

    the redemption by Silver Run of shares of Class A Common Stock held by any public stockholders in connection with the business combination and the issuance by Silver Run of additional shares of Class A Common Stock to the Riverstone private investors to offset such redemptions on a share-for-share basis.

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        The historical consolidated financial statements have been adjusted in the unaudited pro forma condensed consolidated combined financial statements to give pro forma effect to events that are: (1) directly attributable to the business combination; (2) factually supportable; and (3) with respect to the statement of operations, expected to have a continuing impact on Silver Run's results following the completion of the Transactions.

        The unaudited pro forma condensed consolidated combined financial statements have been developed from and should be read in conjunction with:

    the accompanying notes to the unaudited pro forma condensed consolidated combined financial statements;

    the historical audited financial statements of Silver Run as of December 31, 2015 and for the period from November 4, 2015 (date of inception) to December 31, 2015, included elsewhere in this proxy statement;

    the historical unaudited financial statements of Silver Run as of and for the three and six months ended June 30, 2016, included elsewhere in this proxy statement;

    the historical consolidated audited financial statements of CRP as of and for the year ended December 31, 2015, included elsewhere in this proxy statement;

    the historical condensed consolidated unaudited financial statements CRP as of and for the six months ended June 30, 2016, included elsewhere in this proxy statement;

    other information relating to Silver Run and CRP contained in this proxy statement.

        Under Silver Run's Charter, public stockholders have the right to redeem, upon the closing of the business combination, shares of Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the business combination) in the Trust Account. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account as of June 30, 2016 of approximately $500,296,824, the estimated per share redemption price would have been approximately $10.00. To the extent that any shares of Class A Common Stock are redeemed from the public stockholders, the Riverstone private investors have agreed to be ready, willing and able to purchase additional shares of Class A Common Stock from us at $10.00 per share to offset such redemptions on a share-for-share basis. As a result, if we assume as an illustrative redemption scenario that approximately 47.9 million shares of Class A Common Stock are redeemed from the public stockholders, resulting in an aggregate payment of $478.8 million from the Trust Account, the reduction in the Trust Account of $478.8 million is assumed to result in Silver Run issuing approximately an additional 47.9 million shares of Class A Common Stock to the Riverstone private investors as part of the Riverstone Private Placement, and the illustrative redemption scenario does not result in any pro forma adjustments to the unaudited pro forma condensed consolidated combined balance sheet or the cash and cash equivalents, common stock, additional paid in capital, pro forma shares outstanding or earnings per share line items.

        The unaudited pro forma condensed consolidated combined financial statements have been prepared using the acquisition method of accounting in accordance with U.S. GAAP with Silver Run as the acquirer. Under the acquisition method of accounting, the purchase price is allocated to the underlying CRP assets acquired and liabilities assumed based on their respective fair market values.

        Silver Run has not completed the detailed valuation studies necessary to arrive at the required estimates of the fair value of the assets acquired, the liabilities assumed and the related allocations of the purchase price in the business combination. As a result, the unaudited pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analyses are performed. The unaudited pro forma adjustments have been made solely for the purpose

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of providing the unaudited pro forma condensed consolidated combined financial statements presented below.

        Silver Run has estimated the fair value of assets acquired and liabilities assumed based on discussions with members of CRP's management, preliminary valuation studies, due diligence and information presented in the financial statements and accounting records of CRP. The valuation will be finalized as soon as practicable within the required measurement period, but in no event later than twelve months following completion of the business combination. Any increases or decreases in the fair value of these assets and liabilities upon completion of the final valuations will result in adjustments to the balance sheet and/or statement of operations. In addition, the final purchase price of the business combination is subject to the final determination of the Additional Debt Repayment Contribution. The final purchase price and the final purchase price allocation may be different than that reflected in the preliminary purchase price allocation presented herein, and this difference may be material.

        Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed consolidated combined financial statements are described in the accompanying notes. The unaudited pro forma condensed consolidated combined financial statements have been presented for illustrative purposes only and are not necessarily indicative of the operating results and financial position that would have been achieved had the business combination and the other related Transactions occurred on the dates indicated. Further, the unaudited pro forma condensed consolidated combined financial statements do not purport to project the future operating results or financial position of Silver Run following the completion of the business combination and the other related Transactions. The unaudited pro forma adjustments represent management's estimates based on information available as of the date of these unaudited pro forma condensed consolidated combined financial statements and are subject to change as additional information becomes available and analyses are performed.

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Silver Run Acquisition Corporation

Unaudited Pro Forma Condensed Consolidated Combined Statement of Operations

Year Ended December 31, 2015

(in thousands)

 
  (a)
Silver Run
  (b)
CRP
  Pro forma
Adjustments
   
  Pro forma
Combined
(Assuming No
Redemptions
and Assuming
Illustrative
Redemptions)
   

Revenues

                               

Oil sales

  $   $ 77,643   $       $ 77,643    

Natural gas sales

        7,965             7,965    

NGL sales

        4,852             4,852    

Total revenues

        90,460             90,460    

Operating expenses

                               

Lease operating expenses

        21,173             21,173    

Severance and ad valorem taxes

        5,021             5,021    

Transportation, processing, gathering and other operating expenses           

        5,732             5,732    

Depreciation, depletion, amortization and accretion of asset retirement obligations

        90,084     (33,063 ) (c)     57,021    

Abandonment expense and impairment of unproved properties

        7,619             7,619    

Exploration

        84             84    

Contract termination and rig stacking

        2,387             2,387    

General and administrative expenses

    2     14,206             14,208    

Total operating expenses

    2     146,306     (33,063 )       113,245    

Gain on sale of oil and natural gas properties

        (2,439 )           (2,439 )  

Total operating loss

    (2 )   (53,407 )   33,063         (20,346 )  

Other (expense) income

                               

Interest expense

        (6,266 )   6,103   (e)     (163 )  

Other income

        20             20    

Gain on derivative instruments

        20,756             20,756    

Total other income

        14,510     6,103         20,613    

(Loss) income before income taxes

    (2 )   (38,897 )   39,166         267    

Income tax benefit (expense)

        572     (658 )       (86 ) (f)

Net (loss) income

    (2 )   (38,325 )   38,508         181    

Less: Net income attributable to non-controlling interests

            29         29   (g)

Net (loss) income attributable to the combined entity

  $ (2 ) $ (38,325 ) $ 38,479       $ 152    

Net loss per common share

                               

Basic

  $ (0.00 )                 $ (0.00 ) (h)

Diluted

  $ (0.00 )                 $ (0.00 ) (h)

Weighted average common shares outstanding

    12,938                     163,500   (h)

Basic

    12,938                     183,500   (h)

Diluted

                               

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Silver Run Acquisition Corporation

Unaudited Pro Forma Condensed Consolidated Combined Statement of Operations

Six Months Ended June 30, 2016

(in thousands)

 
  (a)
Silver Run
  (b)
CRP
  Pro forma
Adjustments
   
  Pro forma
Combined
(Assuming No
Redemptions
and
Assuming
Illustrative
Redemptions)
   

Revenues

                               

Oil sales

  $   $ 33,587   $       $ 33,587    

Natural gas sales

        3,088             3,088    

NGL sales

        1,793             1,793    

Total revenues

        38,468             38,468    

Operating expenses

                               

Lease operating expenses

        6,639             6,639    

Severance and ad valorem taxes

        2,091             2,091    

Transportation, processing, gathering and other operating expenses

        2,589             2,589    

Depreciation, depletion, amortization and accretion of asset retirement obligations

        42,485     (20,835 ) (c)     21,650    

Abandonment expense and impairment of unproved properties

        897             897    

General and administrative expenses

    232     5,405             5,637    

Total operating expenses

    232     60,106     (20,835 )       39,503    

Loss on sale of oil and natural gas properties

        4             4    

Total operating income (loss)

    (232 )   (21,642 )   20,835         (1,039 )  

Other (expense) income

                               

Interest expense

        (3,439 )   3,378   (e)     (61 )  

Other income—investment income on Trust Account

    297         (297 ) (d)        

Other income

        6             6    

Loss on derivative instruments

        (5,925 )           (5,925 )  

Total other income (expense)

    297     (9,358 )   3,081         (5,980 )  

Income (loss) before income taxes

    65     (31,000 )   23,916         (7,019 )  

Income tax benefit

        406     1,840         2,246   (f)

Net income (loss)

    65     (30,594 )   25,756         (4,773 )  

Less: Net loss attributable to non-controlling interests

            (765 )       (765 ) (g)

Net income (loss) attributable to the combined entity

  $ 65   $ (30,594 ) $ 26,521       $ (4,008 )  

Net loss per common share

                               

Basic

  $ 0.00                   $ (0.02 ) (h)

Diluted

  $ 0.00                   $ (0.02 ) (h)

Weighted average common shares outstanding

                               

Basic

    14,152                     163,500   (h)

Diluted

    14,152                     183,500   (h)

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Silver Run Acquisition Corporation

Unaudited Pro Forma Condensed Consolidated Combined Balance Sheet

At June 30, 2016

(in thousands)

 
  (a)
Silver Run
  (b)
CRP
  Pro forma
Adjustments
   
  Pro forma
Combined
(Assuming No
Redemptions
and
Assuming
Illustrative
Redemptions)
 

ASSETS

                             

Current assets

                             

Cash and cash equivalents

  $ 779   $ 684   $ 99,503   (c)   $ 100,966  

Accounts receivable, net

        11,194             11,194  

Derivative instruments

        2,303             2,303  

Prepaid and other current assets

    198     1,097             1,295  

Investment held in Trust Account

    500,297         (500,297 ) (d)      

Total current assets

    501,274     15,278     (400,794 )       115,758  

Oil and natural gas properties, other property and equipment

                             

Oil and natural gas properties, successful efforts method

        694,149     (322,572 ) (e)     371,577  

Accumulated depreciation, depletion and amortization

        (222,865 )   222,865   (e)      

Unproved oil and natural gas properties

        139,163     1,050,337   (e)     1,189,500  

Other property and equipment, net

        1,793             1,793