The purpose of the Notice is to inform you about: (i) this Action; (ii) the terms of the proposed Settlement; and (iii) your rights in connection with a hearing to be held before the United States District Court, Southern District of Texas (the “Court”), on April 30, 2025, at 11:00 a.m., to consider the fairness, reasonableness, and adequacy of the Settlement and related matters. The Notice also describes the steps to be taken by those who wish to seek to be potentially eligible to share in the distribution of the Net Settlement Fund in the event the Settlement is approved by the Court.

A class action is a type of lawsuit in which the claims of a number of individuals are resolved together, thus providing the class members with both consistency and efficiency. In a class action lawsuit, the Court selects one or more people, known as class representatives, to sue on behalf of all people with similar claims, commonly known as the class or the class members. In the Action, the Court has certified the Class and appointed Class Plaintiffs as the representatives of the Class.

The Court in charge of this case is the United States District Court for the Southern District of Texas, and the case is known as In re Alta Mesa Resources, Inc. Securities Litigation, No. 4:19-cv-00957 (S.D. Tex.). The judge presiding over this case is the Honorable George C. Hanks, Jr., United States District Judge. The people who are suing are called Class Plaintiffs, and those who are being sued are called Defendants. In this case, the Defendants are Riverstone Holdings LLC, Harlan H. Chappelle, Stephen S. Coats, Michael E. Ellis, William D. Gutermuth, James T. Hackett, Pierre F. Lapeyre, Jr., David M. Leuschen, Donald R. Sinclair, Ronald Smith, Jeffrey H. Tepper, Thomas J. Walker, Diana J. Walters, Alta Mesa Resources, Inc., ARM Energy Holdings, LLC, Bayou City Energy Management LLC, William McMullen, HPS Investment Partners, LLC, and Donald Dimitrievich.

The Notice explains the lawsuit, the Settlement, your legal rights, what benefits are available, who is eligible for them, and how to get them. It also informs you of the terms of the proposed Settlement, and of a hearing to be held by the Court to consider, among other things, the fairness, reasonableness, and adequacy of the proposed Settlement, the proposed Plan of Allocation, and the application by Class Counsel for attorneys’ fees and litigation expenses (the “Settlement Hearing”).

The Court has determined to conduct a single Settlement Hearing on April 30, 2025, at 11:00 a.m., at the United States District Court, Southern District of Texas, Houston Division, Bob Casey United States Courthouse, 515 Rusk Street, Houston, TX 77002, for the following purposes:

1. to determine whether the proposed Settlement on the terms and conditions provided for in the respective Stipulations is fair, reasonable, and adequate and should be approved by the Court;
2. to determine whether the Judgment as provided for under the Stipulations should be entered;
3. to determine whether the proposed Plan of Allocation for the net proceeds of the Settlement is fair and reasonable and should be approved by the Court;
4. to determine whether the application by Class Counsel for an award of attorneys’ fees and litigation expenses (including awards to Class Plaintiffs pursuant to 15 U.S.C. §78u-4(a)(4)) should be approved; and
5. to rule upon such other matters as the Court may deem appropriate.

The Notice does not express any opinion by the Court concerning the merits of any claim in the Action, and the Court still has to decide whether to approve the Settlement. If the Court approves the Settlement, payments to Authorized Claimants will be made after appeals, if any, are resolved, and after the completion of all claims processing. This process takes time. Please be patient.

This is a securities class action against Defendants for alleged violations of the federal securities laws. Class Plaintiffs allege that certain Defendants made material misrepresentations and omissions of material facts in the Definitive Proxy Statement (“Proxy”) issued in connection with the Business Combination in which Silver Run II “de-SPACed,” combining with Alta Mesa Holdings and Kingfisher Midstream to become a single public company. Class Plaintiffs also allege that certain Defendants made material misrepresentations and omissions of material facts in other public statements during the Class Period. Defendants deny the allegations of wrongdoing asserted in the Action and deny any liability whatsoever to any members of the Class.

On January 15, 2020, the Court consolidated three related federal securities class actions, appointed Lead Plaintiffs to lead the consolidated Action, and appointed Entwistle & Cappucci LLP and Robbins Geller Rudman & Dowd LLP as co-Lead Counsel.

On April 6, 2020, Class Plaintiffs filed the Second Corrected Consolidated Amended Complaint against all Defendants except AMR, alleging that those Defendants violated, variously, Sections 10(b), 14(a) and 20(a) of the Securities Exchange Act of 1934. On March 31, 2021, the Court denied Defendants’ eight separate motions to dismiss the Complaint. The Court issued a Memorandum Opinion and Order regarding the motions to dismiss on April 14, 2021.

On May 14, 2021, Defendants (other than AMR, which was in bankruptcy and was not then a party) filed their Answers to the Second Corrected Consolidated Amended Complaint, denying all wrongdoing and asserting affirmative and other defenses. (Two defendants amended their Answers on June 2, 2021).

Please note that the Notice does not fully describe all claims and defenses asserted by the parties. The section entitled “Can I See the Court File? Whom Should I Contact if I Have Questions” describes the process by which you can obtain additional information about the Action and the claims and defenses asserted.

On July 30, 2021, Class Plaintiffs filed their motion for class certification.

On December 6, 2021, Class Plaintiffs filed their Third Consolidated Amended Complaint (“TAC”), which added claims against AMR. (Class Plaintiffs had obtained permission from the bankruptcy court to bring certain claims against AMR, after the Second Corrected Consolidated Amended Complaint was filed). AMR filed its Answer on January 5, 2022.

As mentioned above, the Court entered an order on January 24, 2022 certifying the Action as a class action, appointing Class Plaintiffs as Class Representatives, and appointing co-Lead Counsel Entwistle & Cappucci LLP and Robbins Geller Rudman & Dowd LLP as Class Counsel.

On November 30, 2022, the Court consolidated the class action with two individual actions that were filed earlier in 2022 (but after the Class was certified). The individual actions asserted certain of the same claims as Class Plaintiffs’, and were based on similar but not identical allegations, in addition to certain claims that apply only to the plaintiffs in those actions. The two individual actions were subsequently settled and dismissed.

The parties completed fact and expert discovery in 2023 and proceeded to a jury trial in November 2024 against a number of Defendants. Class Plaintiffs reached settlements with three groups of Defendants shortly before trial, and with the final group prior to the jury reaching a verdict.

Neither the Court nor a jury have made a ruling on the merits of Class Plaintiffs’ allegations or on Defendants’ denials and defenses. By authorizing the Notice, the Court is not suggesting that the Class Plaintiffs would win or lose this case.

In the course of the Action, the Settling Parties engaged the services of the Honorable Layn R. Phillips (Ret.), a nationally recognized mediator. The Settling Parties engaged in settlement discussions with Judge Phillips on multiple occasions and ultimately separate agreements were reached by the four groups of Defendants to settle the Action collectively totaling $126.3 million.

Class Plaintiffs sought and obtained an order granting preliminary approval of the Settlement and permitting notice to the Class, which was entered on January 17, 2025.

If you are a member of the Class, you are subject to the Settlement unless you previously timely requested to be excluded as the Settlement does not provide for an additional exclusion opportunity. The Class consists of all persons and entities who: (1) held shares of Alta Mesa (Silver Run II) common stock and/or Silver Run II Units on January 22, 2018; or (2) purchased or otherwise acquired securities of Alta Mesa/Silver Run II from August 16, 2017 through May 17, 2019, inclusive. Anyone with questions as to whether or not they are excluded from the Class may call the Claims Administrator toll-free at 1-855-208-4124.

RECEIPT OF THE NOTICE OR THE POSTCARD NOTICE DOES NOT NECESSARILY MEAN THAT YOU ARE A CLASS MEMBER OR THAT YOU ARE ENTITLED TO RECEIVE PROCEEDS FROM THE SETTLEMENT. IF YOU WISH TO BE POTENTIALLY ELIGIBLE TO RECEIVE A DISTRIBUTION OF THE SETTLEMENT PROCEEDS, YOU MUST COMPLETE, SIGN, AND SUBMIT THE CLAIM FORM POSTMARKED OR SUBMITTED ONLINE AT THIS WEBSITE NO LATER THAN MAY 7, 2025.

Class Plaintiffs and Class Counsel believe that the claims asserted against Defendants have merit. Class Plaintiffs and Class Counsel recognize, however, the risk of pursuing their claims against Defendants through trial and appeals, as well as the difficulties in establishing liability and damages. Class Plaintiffs and subsequent Class Counsel have considered the amount of the Settlement, as well as the uncertain outcome and risk in complex lawsuits like this one. Such risks include, in particular, the risk that Class Plaintiffs would be unsuccessful in proving at trial that Defendants’ alleged misstatements were materially false and misleading, made with scienter (that is, the requisite state of mind), or caused compensable damages to the Class.

In light of the amount of the Settlement and the immediacy of recovery to the Class, Class Plaintiffs and Class Counsel believe that the proposed Settlement is fair, reasonable and adequate, and in the best interests of the Class. Class Plaintiffs and Class Counsel believe that the Settlement provides a substantial benefit now, namely $126.3 million in cash (less the various deductions described in the Notice), as compared to the risk that the claims would produce a smaller recovery, or no recovery after trial and any appeals, possibly years in the future.

Defendants have denied and continue to deny each and all of the claims alleged by Class Plaintiffs in the Action. Defendants expressly have denied and continue to deny all charges of wrongdoing or liability against them arising out of any of the conduct, statements, acts or omissions alleged, or that could have been alleged, in the Action. Defendants also have denied and continue to deny, among other things, the allegations that Class Plaintiffs or the Class have suffered any damage, that Class Plaintiffs or the Class were harmed by the conduct alleged in the Action, or that the Action is properly certifiable as a class action.

If there were no Settlement and Class Plaintiffs failed to establish any essential legal or factual element of the alleged claims at trial, neither Class Plaintiffs nor the Class would recover anything from Defendants. Also, if Defendants were successful in proving any of their defenses, the Class likely would recover substantially less than the amount provided in the Settlement, or nothing at all.

Defendants have agreed to pay or cause to be paid a total of One Hundred Twenty Six Million and Three Hundred Thousand Dollars ($126,300,000.00) in cash into escrow for the benefit of the Class. At this time, it is not possible to make any determination as to how much individual Class Members may receive from the Settlement. Class Plaintiffs have proposed a plan for allocating the Net Settlement Fund to those Class Members who timely submit valid Proof of Claim Forms. The Plan of Allocation proposed by Class Plaintiffs is set forth in the Notice, and additional information is available on this website.

Payment pursuant to the Plan of Allocation shall be conclusive against all Authorized Claimants. No person or entity shall have any claim based on distributions made substantially in accordance with the Stipulations and the Settlement contained therein, the Plan of Allocation, or further order(s) of the Court against Class Counsel, Class Plaintiffs, Class Members, the Claims Administrator, Defendants and the other Settling Defendants’ Releasees (as defined in the Stipulations), or any person or entity designated by Class Counsel. All members of the Class who fail to timely submit an acceptable Claim Form by the deadline set by the Court, or such other deadline as may be ordered by the Court, or otherwise allowed, shall be forever barred from receiving any payments pursuant to the Settlement, but will in all other respects be subject to and bound by the terms of the Settlement, including Class Members’ release of all Released Plaintiffs’ Claims.

The Court has reserved jurisdiction to allow, disallow, or adjust on equitable grounds the claim of any member of the Class.

The Plan of Allocation set forth in the Notice is the proposed plan submitted by Class Plaintiffs and Class Counsel for the Court’s approval. The Court may approve this plan as proposed or it may modify it without further notice to the Class.

Each claimant shall be deemed to have submitted to the jurisdiction of the United States District Court for the Southern District of Texas, with respect to his, her, or its Claim Form.

Persons and entities that excluded themselves from the Class will not be eligible to receive a distribution from the Net Settlement Fund and should not submit Proof of Claim Forms. To have excluded yourself from the Class, you must have mailed a written request for exclusion so that it was postmarked by May 17, 2024, in accordance with the instructions set forth in the notice of class certification disseminated pursuant to Court order. No further exclusion opportunity is being provided under the Settlement.

If the Settlement is approved, the Court will enter a judgment (the “Judgment”). The Judgment will dismiss with prejudice the claims against Defendants and will provide that Class Plaintiffs, and all other Settling Plaintiffs’ Releasees (as defined in the respective Stipulations), shall have waived, released, discharged, and dismissed each and every one of the Released Plaintiffs’ Claims (as defined in the respective Stipulations), including Unknown Claims (as defined in the respective Stipulations), against each and every one of the Settling Defendants’ Releasees (as defined in the respective Stipulations) and shall forever be barred and enjoined from commencing, instituting, prosecuting, or maintaining any and all of the Released Plaintiffs’ Claims against any and all of the Settling Defendants’ Releasees, whether or not they execute and deliver the Claim Form or share in the Settlement Fund. Claims to enforce the terms of the Settlement are not released.

Class Counsel have not received any payment for their services in pursuing claims against Defendants on behalf of the Class, nor have Class Counsel been paid for their expenses. Before final approval of the Settlement, Class Counsel intend to apply to the Court for an award of attorneys’ fees from the Settlement Fund of no more than 33% of the Settlement Amount, plus interest. At the same time, Class Counsel also intend to apply for payment from the Settlement Fund for counsel’s litigation expenses in a total amount not to exceed $7 million, plus interest. The Court will determine the amount of the award of fees and expenses. Class Plaintiffs may also seek awards not to exceed $175,000 in the aggregate pursuant to 15 U.S.C. §78u-4(a)(4) in connection with their representation of the Class. Such sums as may be approved by the Court will be paid from the Settlement Fund. Class Members are not personally liable for any such fees or expenses.

If you fall within the definition of the Class as described in the Notice, and you are not excluded by the definition of the Class and you did not previously elect to exclude yourself from the Class, then you are a Class Member, and you will accordingly be bound by the proposed Settlement if the Court approves it, and by any judgment or determination of the Court affecting the Class. If you are a Class Member, you must submit a Claim Form and supporting documentation to establish your potential entitlement to share in the proceeds of the Settlement. On this website, you may File a Claim directly or download a Claim Form. You may also request a Claim Form by calling toll-free 1-855-208-4124. Those who previously excluded themselves from the Class, and those who do not submit timely and valid Claim Forms with adequate supporting documentation, will not be entitled to share in the proceeds of the Settlement unless otherwise ordered by the Court. Please retain all original records of your ownership of, or transactions in the shares, as they may be needed to document your claim.

As a Class Member, for purposes of the Settlement, you are represented by Class Plaintiffs, and Class Counsel, unless you enter an appearance through counsel of your own choice at your own expense. You are not required to retain your own counsel, but if you choose to do so, such counsel must file a notice of appearance on your behalf.

If you wish to object to the Settlement or any of its terms, the proposed Plan of Allocation, or Class Counsel’s application for attorneys’ fees and litigation expenses, and if you did not previously exclude yourself from the Class, you may present your objections by following the instructions in the section entitled, “When And Where Will The Court Decide Whether To Approve The Settlement?” below. If you previously excluded yourself from the Class, you are not entitled to submit an objection.

If you do not wish to object in person to the proposed Settlement, the proposed Plan of Allocation, and/or the application for attorneys’ fees and litigation expenses, you do not need to attend the Settlement Hearing. You can object to or participate in the Settlement without attending the Settlement Hearing.

The Settlement Hearing will be held on April 30, 2025, at 11:00 a.m., before the Honorable George C. Hanks, Jr., at the United States District Court, Southern District of Texas, Houston Division, Bob Casey United States Courthouse, 515 Rusk Street, Houston, TX 77002. The Court reserves the right to approve the Settlement or the Plan of Allocation, Class Counsel’s motion for an award of attorneys’ fees and expenses, and/or any other matter related to the Settlement at or after the Settlement Hearing without further notice to the members of the Class.

Any Class Member who did not request exclusion such that it was postmarked no later than May 17, 2024, may object to the Settlement, the Plan of Allocation, or Class Counsel’s request for an award of attorneys’ fees and litigation expenses.  You can ask the Court to deny approval by filing an objection. You cannot ask the Court to order a different settlement; the Court can only approve or reject the Settlement or the separate Stipulations that comprise it. If the Court denies approval, no settlement payments will be sent out and the lawsuit will continue.

Any objection to the proposed Settlement must be in writing. If you file a timely written objection, you may, but are not required to, appear at the Settlement Hearing, either in person or through your own attorney. If you appear through your own attorney, you are responsible for hiring and paying that attorney. To object to any aspect of the Settlement, you must send a signed letter saying that you wish to object to the proposed settlement in In re Alta Mesa Resources, Inc. Securities Litigation. Include your name, address, email address, telephone number, and your signature (even if you are represented by counsel), identify the date(s), price(s), and number and type of securities purchased, acquired, held, or sold of Alta Mesa Securities during the Class Period, and state with specificity your comments or the reasons why you object to the Settlement, Plan of Allocation, and/or fee and expense application, including any legal and evidentiary support for such objection.

The objection must also include a statement of whether the objector intends to appear at the Settlement Hearing. The objection must state whether it applies only to the objector, to a specific subset of the Class, or to the entire Class. In addition, the objector must identify all class action settlements to which the objector and his, her, or its counsel have previously objected. Documentation establishing membership in the Class must consist of copies of brokerage confirmation slips or monthly brokerage account statements, or an authorized statement from the objector’s broker containing the transactional and holding information found in a broker confirmation slip or account statement. Objectors who desire to present evidence at the Settlement Hearing in support of their objection must include in their written objection or notice of appearance the identity of any witnesses they may call to testify and any exhibits they intend to introduce into evidence at the hearing.

Your comments or objection must be filed with the Court and mailed or delivered to each of the following addresses such that it is received no later than April 9, 2025:

You may not object to the Settlement or any aspect of it, if you previously excluded yourself from the Class. To have excluded yourself from the Class, you must have mailed a written request for exclusion so that it was postmarked by May 17, 2024, in accordance with the instructions set forth in the notice of class certification disseminated pursuant to Court order. No further exclusion opportunity is being provided under the Settlement.

You may file a written objection without having to appear at the Settlement Hearing. You may not appear at the Settlement Hearing to present your objection, however, unless you have first filed a written objection in accordance with the procedures described above, unless the Court orders otherwise.

You are not required to hire an attorney to represent you in making written objections or in appearing at the Settlement Hearing. If you decide to hire an attorney, which will be at your own expense, however, he or she must file a notice of appearance with the Court so that the notice is received on or before April 9, 2025.

The Settlement Hearing may be adjourned by the Court without further written notice to the Class, other than a posting of the adjournment on this website. If you plan to attend the Settlement Hearing, you should confirm the date and time with Class Counsel.

Unless the Court orders otherwise, any Class Member who does not object in the manner described above will be deemed to have waived any objection and shall be forever foreclosed from making any objection to the proposed Settlement, the proposed Plan of Allocation, or Class Counsel’s request for an award of attorneys’ fees and litigation expenses. Class Members do not need to appear at the hearing or take any other action to indicate their approval.

Nominees who purchased, acquired, or held Alta Mesa Securities for beneficial owners who are Class Members are directed to: (i) request within seven (7) calendar days of receipt of the Postcard Notice sufficient copies of the Postcard Notice from the Claims Administrator to forward to all such beneficial owners; or (ii) send a list of the names and addresses (including email addresses if available) of such beneficial owners to the Claims Administrator within seven (7) calendar days after receipt of the Postcard Notice. If a nominee elects to send the Postcard Notice to beneficial owners, such nominee is directed to email or mail (where an email is unavailable) the Postcard Notice within seven (7) calendar days of receipt of those documents from the Claims Administrator, and upon such emailing or mailing, the nominee shall send a statement to the Claims Administrator confirming that the emailing or mailing was made as directed, and the nominee shall retain the list of names and addresses for use in connection with any possible future notice to the Class. Upon full compliance with these instructions, including the timely emailing or mailing of the Postcard Notice to beneficial owners, such nominees may seek reimbursement of their reasonable expenses actually incurred in complying with these instructions by providing the Claims Administrator with proper documentation supporting the expenses for which reimbursement is sought and reflecting compliance with these instructions, including timely emailing or mailing of the Postcard Notice, if the nominee elected or elects to do so. Reasonable out-of-pocket expenses actually incurred in connection with the foregoing includes up to $0.03 for providing names, addresses, and email addresses per record; up to a maximum of $0.03 per Postcard Notice mailed, plus postage at the rate used by the Claims Administrator; or $0.03 per Postcard Notice sent by email. Such properly documented expenses incurred by nominees in compliance with the terms of these instructions will be paid from the Settlement Fund. Copies of the Notice may also be obtained by calling toll-free 1-855-208-4124, and may be downloaded from this website.

The Notice contains only a summary of the terms of the proposed Settlement. More detailed information about the matters involved in the Action is available at this website, including, among other documents, copies of the Stipulations and Proof of Claim Form. The Notice summarizes the proposed Settlement. For the precise terms and conditions of the Settlement, please see the Stipulations available at this website, or by contacting Class Counsel below. You may also access the Court docket in this case, for a fee, through the Court’s Public Access to Court Electronic Records (PACER) system at https://pacer.gov, or by visiting the office of the Clerk of the Court for the United States District Court for the Southern District of Texas, between 8:00 a.m. and 5:00 p.m., Monday through Friday, excluding Court holidays. All inquiries concerning the Notice or the Claim Form should be directed to:

Alta Mesa Securities Litigation
c/o JND Legal Administration
P.O. Box 91218
Seattle, WA  98111
-or-
Andrew J. Entwistle
Robert N. Cappucci
ENTWISTLE & CAPPUCCI LLP
500 W. 2nd Street, Suite 1900
Austin, TX 78701
1-512-710-5960
aentwistle@entwistle-law.com
rcappucci@entwistle-law.com
-or-
Trig R. Smith
ROBBINS GELLER RUDMAN & DOWD LLP
655 W. Broadway, Suite 1900
San Diego, CA 92101
1-800-449-4900
settlementinfo@rgrdlaw.com
 

DO NOT CALL OR WRITE THE COURT, DEFENDANTS, DEFENDANTS’ COUNSEL, OR THE OFFICE OF THE CLERK OF COURT
REGARDING THE NOTICE.