According to the Complaint, Silver Run II was formed in 2016 as a blank check company organized under the laws of Delaware. In August 2017, Silver Run II announced that it had entered into an agreement, subject to shareholder approval, to merge with two privately held companies, Alta Mesa and Kingfisher, in a deal initially valued at $3.8 billion. Alta Mesa was an oil and gas exploration and production company operating in the STACK play in the Anadarko Basin area of Oklahoma. Kingfisher specialized in the gathering, processing, and marketing of hydrocarbons from oil and gas producers. The two companies were closely related and shared overlapping and affiliated owners.

The Complaint alleges that in early 2018, in order to secure shareholder support for the Acquisition, Silver Run II issued a materially false and misleading Definitive Merger Proxy Statement on Schedule M14A (the "Proxy"). The Proxy, which recommended that Silver Run II's shareholders vote in favor of the Acquisition, allegedly included false and/or misleading statements of fact and omitted facts necessary to make the statements made therein not false or misleading in contravention of §§14(a) and 20(a) of the Exchange Act and SEC Rule 14a-9.