EFTA Document EFTA01369695

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