Marc Lisker, Glenn Fuhrman and John Phelan‘s MSDC Management has reported holding 4.0% of Silver Run Acquisition Corp (NASDAQ:SRAQ)‘s class A stock. According to a filing with the US Securities and Exchange Commission, MSDC owns a total of 2.0 million class A shares of Sliver Run Acquisition Corp. The investor did not report holding shares of Silver Run Acquisition Corp in its latest 13F filing (for the end of the fourth quarter of 2015.
You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| MSD Partners | 0 | 2,000,000 | 0 | 2,000,000 | 2,000,000 | 4.0% |
| MSD Energy Partners | 0 | 2,000,000 | 0 | 2,000,000 | 2,000,000 | 4.0% |
| Orange Marlin Investments | 0 | 1,000,000 | 0 | 1,000,000 | 1,000,000 | 2.0% |
| Michael S. Dell | 0 | 1,000,000 | 0 | 1,000,000 | 1,000,000 | 2.0% |
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Page 1 of 8 SEC Filing
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 |
| SCHEDULE 13G (Rule 13d-102) |
| Information to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2(b) (Amendment No.)* |
| Silver Run Acquisition Corporation |
| (Name of Issuer) |
| Class A Common Stock |
| (Title of Class of Securities) |
| N/A |
| (CUSIP Number) |
| February 24, 2016 |
| (Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) | ||
| x | Rule 13d-1(c) | ||
| o | Rule 13d-1(d) | ||
| *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. | |||
| The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). | |||
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Page 2 of 8 SEC Filing
| CUSIP NO. | 13G |
| 1 | NAMES OF REPORTING PERSONS | |||||
| MSD Partners, L.P. | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) ☐ | ||||
| (b) ☒ | ||||||
| 3 | SEC USE ONLY | |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||||
| Delaware | ||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | ||||
| -0- | ||||||
| 6 | SHARED VOTING POWER | |||||
| 2,000,000 | ||||||
| 7 | SOLE DISPOSITIVE POWER | |||||
| -0- | ||||||
| 8 | SHARED DISPOSITIVE POWER | |||||
| 2,000,000 | ||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||
| 2,000,000 | ||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ☐ | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |||||
| 4.0%1 | ||||||
| 12 | TYPE OF REPORTING PERSON* | |||||
| PN | ||||||
* SEE INSTRUCTIONS BEFORE FILLING OUT.
| 1 | The percentage used herein and in the rest of this Schedule 13G are calculated based upon 50,000,000 Units, with each Unit consisting of one share of Class A Common Stock and one-third of one warrant of the Issuer, outstanding as of February 29, 2016 as reported in the Issuer’s Current Report on Form 8-K filed with the Commission on February 29, 2016. |
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Page 3 of 8 SEC Filing
| CUSIP NO. | 13G |
| 1 | NAMES OF REPORTING PERSONS | |||||
| MSD Energy Partners, L.P. | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) ☐ | ||||
| (b) ☒ | ||||||
| 3 | SEC USE ONLY | |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||||
| Delaware | ||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | ||||
| -0- | ||||||
| 6 | SHARED VOTING POWER | |||||
| 2,000,000 | ||||||
| 7 | SOLE DISPOSITIVE POWER | |||||
| -0- | ||||||
| 8 | SHARED DISPOSITIVE POWER | |||||
| 2,000,000 | ||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||
| 2,000,000 | ||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ☐ | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |||||
| 4.0%1 | ||||||
| 12 | TYPE OF REPORTING PERSON* | |||||
| PN | ||||||
* SEE INSTRUCTIONS BEFORE FILLING OUT.
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Page 4 of 8 SEC Filing
* SEE INSTRUCTIONS BEFORE FILLING OUT.
| CUSIP NO. | 13G |
| 1 | NAMES OF REPORTING PERSONS | |||||
| Orange Marlin Investments, L.P. | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) ☐ | ||||
| (b) ☒ | ||||||
| 3 | SEC USE ONLY | |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||||
| Delaware | ||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | ||||
| -0- | ||||||
| 6 | SHARED VOTING POWER | |||||
| 1,000,000 | ||||||
| 7 | SOLE DISPOSITIVE POWER | |||||
| -0- | ||||||
| 8 | SHARED DISPOSITIVE POWER | |||||
| 1,000,000 | ||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||
| 1,000,000 | ||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ☐ | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |||||
| 2.0%1 | ||||||
| 12 | TYPE OF REPORTING PERSON* | |||||
| PN | ||||||
* SEE INSTRUCTIONS BEFORE FILLING OUT.
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Page 5 of 8 SEC Filing
| CUSIP NO. | 13G |
| Item 1(a) | Name of Issuer: | ||
| The name of the issuer is Silver Run Acquisition Corporation (the “Company”). | |||
| Item 1(b) | Address of Issuer’s Principal Executive Offices: | ||
| The Company’s principal executive office is located at 1000 Louisiana Street, Suite 1450, Houston, TX. | |||
| Item 2(a) | Name of Person Filing: | ||
| This Schedule 13G is being jointly filed by and on behalf of each of MSD Partners, L.P. (“MSD Partners”), MSD Energy Partners, L.P. (“MSD Energy”), MSD Capital, L.P. (“MSD Capital”), Orange Marlin Investments, L.P. (“Marlin Investments”) and Michael S. Dell (collectively, the “Reporting Persons”). Each of MSD Energy and Marlin Investments is the direct owner of the securities covered by this statement. MSD Partners is the investment manager of, and may be deemed to beneficially own securities beneficially owned by, MSD Energy. MSD Partners (GP), LLC (“MSD GP”) is the general partner of, and may be deemed to beneficially own securities beneficially owned by, MSD Partners. Each of Glenn R. Fuhrman and Marc R. Lisker is a manager of, and may be deemed to beneficially own securities beneficially owned by, MSD GP. MSD Capital is the general partner of, and may be deemed to beneficially own securities beneficially owned by Marlin Investments. MSD Capital Management, LLC (“MSD Capital Management”) is the general partner of, and may be deemed to beneficially own securities beneficially owned by MSD Capital. Each of Glenn R. Fuhrman and Marc R. Lisker is a manager of, and may be deemed to be beneficially owned by MSD Capital Management. Michael S. Dell is the controlling member of, and may be deemed to beneficially own securities beneficially owned by MSD Capital Management. The Reporting Persons have entered into a Joint Filing Agreement, dated March 7, 2016, a copy of which is filed with this Schedule 13G as Exhibit 99.2, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. Neither the filing of this statement nor anything herein shall be construed as an admission that any person other than the Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement. | |||
| Item (b) | Address of Principal Business Office or, if none, Residence: | ||
| The principal business address of MSD Partners, MSD Energy, MSD Capital and Marlin Investments is 645 Fifth Avenue, 21st Floor, New York, New York 10022. The address of the principal business office of Mr. Dell is c/o Dell, Inc., One Dell Way, Round Rock, Texas, 78682. | |||
| Item 2(c) | Citizenship: | ||
| Each of MSD Energy, MSD Partners, MSD Capital and Marlin Investments is organized as limited partnerships under the laws of the State of Delaware. Michael S. Dell is a citizen of the United States. | |||
| Item 2(d) | Title of Class of Securities: | ||
| Class A Common Stock | |||
| Item 2(e) | CUSIP No.: | ||
| N/A | |||
| Item 3 | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether theperson filing is a: | ||
| Not applicable. | |||
| Item 4 | Ownership: | ||||
| A. | MSD Partners, L.P. | ||||
| (a) | Amount beneficially owned: 2,000,000 | ||||
| (b) | Percent of class: 4.0%2 | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 2,000,000 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 2,000,000 | ||||
| B. | MSD Energy Partners, L.P. | ||||
| (a) | Amount beneficially owned: 2,000,000 | ||||
| (b) | Percent of class: 4.0%2 | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 2,000,000 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 2,000,000 | ||||
| C. | MSD Capital, L.P. | ||||
| (a) | Amount beneficially owned: 1,000,000 | ||||
| (b) | Percent of class: 2.0%2 | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 1,000,000 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 1,000,000 | ||||
| D. | Orange Marlin Investments, L.P. | ||||
| (a) | Amount beneficially owned: 1,000,000 | ||||
| (b) | Percent of class: 2.0%2 | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 1,000,000 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 1,000,000 | ||||
| E. | Michael S. Dell | ||||
| (a) | Amount beneficially owned: 1,000,000 | ||||
| (b) | Percent of class: 2.0%2 | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 1,000,000 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 1,000,000 | ||||
| F. | MSD Partners (GP), LLC | ||||
| (a) | Amount beneficially owned: 2,000,000 | ||||
| (b) | Percent of class: 4.0%2 | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 2,000,000 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 2,000,000 | ||||
| G. | MSD Capital Management, LLC | ||||
| (a) | Amount beneficially owned: 1,000,000 | ||||
| (b) | Percent of class: 2.0%2 | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 1,000,000 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 1,000,000 | ||||
| H. | Glenn R. Fuhrman | ||||
| (a) | Amount beneficially owned: 3,000,000 | ||||
| (b) | Percent of class: 6.0%2 | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 3,000,000 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 3,000,000 | ||||
| I. | Marc R. Lisker | ||||
| (a) | Amount beneficially owned: 3,000,000 | ||||
| (b) | Percent of class: 6.0%2 | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 3,000,000 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 3,000,000 | ||||
| 2 | The percentage used herein and in the rest of this Schedule 13G are calculated based upon 50,000,000 Units, with each Unit consisting of one share of Class A Common Stock and one-third of one warrant of the Issuer, outstanding as of February 29, 2016 as reported in the Issuer’s Current Report on Form 8-K filed with the Commission on February 29, 2016. |
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Page 6 of 8 SEC Filing
| Item 5 | Ownership of Five Percent or Less of a Class: | ||
| If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. | |||
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person: | ||
| Not applicable. | |||
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: | ||
| Not applicable. | |||
| Item 8 | Identification and Classification of Members of the Group: | ||
| Not applicable. | |||
| Item 9 | Notice of Dissolution of Group: | ||
| Not applicable. | |||
| Item 10 | Certification: | ||
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. | |||
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Page 7 of 8 SEC Filing
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: March 7, 2016
| MSD Partners, L.P. | Orange Marlin Investments, L.P. | |||||
| By: | MSD Partners (GP), LLC | By: | MSD Capital, L.P. | |||
| Its: | General Partner | Its: | General Partner | |||
| By: | /s/ Marc R. Lisker | By: | MSD Capital Management, LLC | |||
| Name: | Marc R. Lisker | Its: | General Partner | |||
| Title: | Manager | |||||
| By: | /s/ Marc R. Lisker | |||||
| Name: | Marc R. Lisker | |||||
| MSD Energy Partners, L.P. | Title: | Manager | ||||
| By: | MSD Partners, L.P. | Michael S. Dell | ||||
| Its: | Investment Manager | |||||
| By: | /s/ Marc R. Lisker | |||||
| By: | MSD Partners (GP), LLC | Name: | Marc R. Lisker | |||
| Its: | General Partner | Title: | Attorney-in-Fact | |||
| By: | /s/ Marc R. Lisker | |||||
| Name: | Marc R. Lisker | |||||
| Title: | Manager | |||||
| MSD Capital, L.P. | ||||||
| By: | MSD Capital Management, LLC | |||||
| Its: | General Partner | |||||
| By: | /s/ Marc R. Lisker | |||||
| Name: | Marc R. Lisker | |||||
| Title: | Manager | |||||
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Page 8 of 8 SEC Filing
Exhibit 99.2
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Date: March 7, 2016
| MSD Partners, L.P. | Orange Marlin Investments, L.P. | |||||
| By: | MSD Partners (GP), LLC | By: | MSD Capital, L.P. | |||
| Its: | General Partner | Its: | General Partner | |||
| By: | /s/ Marc R. Lisker | By: | MSD Capital Management, LLC | |||
| Name: | Marc R. Lisker | Its: | General Partner | |||
| Title: | Manager | |||||
| By: | /s/ Marc R. Lisker | |||||
| Name: | Marc R. Lisker | |||||
| MSD Energy Partners, L.P. | Title: | Manager | ||||
| By: | MSD Partners, L.P. | Michael S. Dell | ||||
| Its: | Investment Manager | |||||
| By: | /s/ Marc R. Lisker | |||||
| By: | MSD Partners (GP), LLC | Name: | Marc R. Lisker | |||
| Its: | General Partner | Title: | Attorney-in-Fact | |||
| By: | /s/ Marc R. Lisker | |||||
| Name: | Marc R. Lisker | |||||
| Title: | Manager | |||||
| MSD Capital, L.P. | ||||||
| By: | MSD Capital Management, LLC | |||||
| Its: | General Partner | |||||
| By: | /s/ Marc R. Lisker | |||||
| Name: | Marc R. Lisker | |||||
| Title: | Manager | |||||
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