Eclipse Resources Corporation (NYSE:ECR) entered into a letter of intent to acquire Blue Ridge Mountain Resources, Inc. (OTCPK:BRMR) for approximately $390 million on July 11, 2018. A definitive agreement for the transaction was entered into, on August 25, 2018. Under the terms of the agreement, each share of Blue Ridge’s common stock, restricted stock and restricted stock unit shall be converted into the right to receive 4.4259 shares of common stock of Eclipse Resources. The shares will be issued before adjustment for a 15-to-1 reverse stock split of Eclipse Resources' common stock to be effected concurrently with closing of the transaction. Blue Ridge’s $25 million term loan is to be retired at the closing. Upon closing, existing Eclipse's shareholders will own approximately 57.5% of the outstanding shares of the combined company and Blue Ridge's shareholders will own approximately 42.5%. On completion, Blue Ridge will operate as a wholly owned subsidiary of Eclipse Resources. Eclipse common stock that Blue Ridge stockholders will receive in the transaction will be listed and traded on the NYSE. Upon completion of the merger, Eclipse Resources will change its name to Montage Resources Corporation, and thereafter the Eclipse Resources common stock will trade on the New York Stock Exchange under the symbol “MR”. In case of termination, Eclipse Resources shall pay a termination fee of $12 million and Blue Ridge shall pay a termination fee of $18 million. On completion, Eclipse Resources’ will consist of a total of ten directors including five directors designated by Eclipse Resources, at least three of which must qualify as “independent directors” under the listing standards of the NYSE and the applicable rules of the SEC, and at least one of such independent director designees must qualify as “independent” pursuant to Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, and as an “audit committee financial expert” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K, and five directors designated by Blue Ridge, at least three of which must qualify as “independent directors” under the listing standards of the NYSE and at least two of such independent director designees must qualify as “independent” pursuant to Rule 10A-3(b)(1) of the Exchange Act, and one of such director designees must be John Reinhart, the current President and Chief Executive Officer of Blue Ridge. One of the directors designated by Blue Ridge is to resign on the first anniversary of the closing and Eclipse Resources’ Board is to be reduced to nine directors. John Reinhart, the current President and Chief Executive Officer of Blue Ridge, will become the President and Chief Executive Officer of Eclipse Resources. Matthew R. DeNezza, Eclipse Resources’ current Executive Vice President and Chief Financial Officer, and Oleg Tolmachev, Eclipse Resources’ current Executive Vice President and Chief Operating Officer, will continue to serve Eclipse Resources. Paul Johnston, currently Senior Vice President and General Counsel of Blue Ridge, will become Executive Vice President and General Counsel of Eclipse Resources, and Matt Rucker, currently Vice President Resource Planning and Development of Blue Ridge, will become Senior Vice President Resource Planning and Development of Eclipse Resources. Benjamin W. Hulburt, Eclipse Resources’ current Chairman, President and Chief Executive Officer, and Christopher K. Hulburt, Eclipse Resources’ current Executive Vice President, Secretary and General Counsel, will each resign from such positions at closing. Eclipse Resources headquarters will initially remain in State College at transaction close with the intent of 2018 focus, being keenly placed on integration of Eclipse processes and Blue Ridge data into a unified structure. During 2019, planning will be enacted to facilitate a transition of the corporate support activities of the combined company to Irving, Texas. The transaction is subject to certain customary mutual conditions, including customary regulatory approvals, the receipt of the required approvals from Blue Ridge’s stockholders, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, Eclipse Resources’ registration statement on Form S-4 having been declared effective by the U.S. Securities and Exchange Commission, Eclipse Resources’ common stock issuable in connection with the merger having been authorized for listing on the New York Stock Exchange, upon official notice of issuance, the dissenting shares not exceeding 12% of the outstanding shares of common stock of Blue Ridge, and the receipt by each party of a customary opinion that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the U.S. tax code. As of February 11, 2019, the transaction remains subject to customary closing conditions. The transaction has been unanimously approved by the Board of Directors of Eclipse Resources and Blue Ridge. The transaction has also been approved by the shareholders of Eclipse Resources. As of October 12, 2018, registration statement became effective. Stockholders of Blue Ridge owning approximately 60.3% of the outstanding common shares of Blue Ridge have entered into a voting agreement with both companies to, among other things, vote or provide written consents in favor of approval of the transaction. As of February 11, 2019, stockholders of Blue Ridge approved the transaction. Transaction is expected to close in fourth quarter of 2018. As per the announcement made on January 7, 2019, the transaction is expected to close by April 15, 2019. As of January 11, 2019, transaction is expected to close during the first quarter of 2019. As of February 11, 2019, the transaction is expected to complete during the last week of February 2019. Transaction is expected to be credit accretive which supports improved growth profile at low leverage levels and is also expected to accelerate the cash flow neutrality which is expected by 2020. Bryn A. Sappington, Brandon Byrne and Paul S. Conneely of Norton Rose Fulbright US LLP acted as legal advisors for Eclipse Resources. Charles H. Still Jr., Bruce R. Jocz, Carl von Merz, Elizabeth L. McGinley, Rebecca L. Baker, Heather L. Brown, Michele J. Alexander, Daniel E. Hemli, Jacqueline R. Java, Jonathan L. Seliger, Kathy Witty Medford, Jay N. Larry, Catherine B. Engell, Shannon M. Rice, John L. Stavinoha III and Hobie Temple of Bracewell LLP acted as legal advisors for Blue Ridge. Barclays Capital Inc. acted as Ridge financial advisor and fairness opinion provider for Blue and was paid a fee of $7 million. Guy Oliphint, Jack Bodner, David Schwartzbaum, Allison Schiffman and Valerie Campbell of Jefferies LLC acted as financial advisor and fairness opinion provider for Eclipse Resources and were paid a fee of $6.5 million. Matt Strock, Steve Gill, Gabe Nwuli, James Garrett, Stephen Jacobson, John Lynch and Steven Oyler of Vinson & Elkins LLP acted as legal advisors to Encap Investments, majority shareholder of Eclipse Resources. John A. Marzulli, Jr. and Lara Aryani of Shearman & Sterling acted as a legal advisors to Barclays Capital Inc. Covington & Burling acted as a legal advisor for Jefferies LLC. Eclipse Resources Corporation (NYSE:ECR) completed the acquisition of Blue Ridge Mountain Resources, Inc. (OTCPK:BRMR) on February 28, 2019. In conjunction with the closing, Eclipse Resources Corporation changed its name to Montage Resources Corporation and effected the previously announced 15-to-1 reverse stock split of its common stock. Eclipse Resources Corporation’s common stock will begin trading on the New York Stock Exchange under the new symbol “MR” on March 1, 2019, giving effect to the reverse stock split.