0000899243-16-035419.txt : 20161213
0000899243-16-035419.hdr.sgml : 20161213
20161213164547
ACCESSION NUMBER: 0000899243-16-035419
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20161213
FILED AS OF DATE: 20161213
DATE AS OF CHANGE: 20161213
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: WildHorse Resource Development Corp
CENTRAL INDEX KEY: 0001681714
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 9805 KATY FREEWAY
STREET 2: SUITE 400
CITY: HOUSTON
STATE: TX
ZIP: 77024
BUSINESS PHONE: (713) 568-4910
MAIL ADDRESS:
STREET 1: 9805 KATY FREEWAY
STREET 2: SUITE 400
CITY: HOUSTON
STATE: TX
ZIP: 77024
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WildHorse Investment Holdings, LLC
CENTRAL INDEX KEY: 0001691550
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37964
FILM NUMBER: 162049413
BUSINESS ADDRESS:
STREET 1: 9805 KATY FREEWAY, SUITE 400
CITY: HOUSTON
STATE: TX
ZIP: 77024
BUSINESS PHONE: (713) 568-4910
MAIL ADDRESS:
STREET 1: 9805 KATY FREEWAY, SUITE 400
CITY: HOUSTON
STATE: TX
ZIP: 77024
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: G.F.W. Energy X, L.P.
CENTRAL INDEX KEY: 0001555496
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37964
FILM NUMBER: 162049416
BUSINESS ADDRESS:
STREET 1: 5221 N. O'CONNOR BOULEVARD
STREET 2: SUITE 1100
CITY: IRVING
STATE: TX
ZIP: 75039
BUSINESS PHONE: (972) 432-1440
MAIL ADDRESS:
STREET 1: 5221 N. O'CONNOR BOULEVARD
STREET 2: SUITE 1100
CITY: IRVING
STATE: TX
ZIP: 75039
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NGP X Holdings GP, L.L.C.
CENTRAL INDEX KEY: 0001647719
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37964
FILM NUMBER: 162049418
BUSINESS ADDRESS:
STREET 1: 5521 N. O'CONNOR BLVD., SUITE 1100
CITY: IRVING
STATE: TX
ZIP: 75039
BUSINESS PHONE: 972-432-1440
MAIL ADDRESS:
STREET 1: 5521 N. O'CONNOR BLVD., SUITE 1100
CITY: IRVING
STATE: TX
ZIP: 75039
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NGP X US Holdings LP
CENTRAL INDEX KEY: 0001606887
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37964
FILM NUMBER: 162049419
BUSINESS ADDRESS:
STREET 1: 5221 N. O'CONNOR BOULEVARD
STREET 2: SUITE 1100
CITY: IRVING
STATE: TX
ZIP: 75039
BUSINESS PHONE: 972-432-1440
MAIL ADDRESS:
STREET 1: 5221 N. O'CONNOR BOULEVARD
STREET 2: SUITE 1100
CITY: IRVING
STATE: TX
ZIP: 75039
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WHR Holdings, LLC
CENTRAL INDEX KEY: 0001691549
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37964
FILM NUMBER: 162049420
BUSINESS ADDRESS:
STREET 1: 9805 KATY FREEWAY, SUITE 400
CITY: HOUSTON
STATE: TX
ZIP: 77024
BUSINESS PHONE: (713) 568-4910
MAIL ADDRESS:
STREET 1: 9805 KATY FREEWAY, SUITE 400
CITY: HOUSTON
STATE: TX
ZIP: 77024
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NGP Natural Resources X, L.P.
CENTRAL INDEX KEY: 0001521229
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37964
FILM NUMBER: 162049417
BUSINESS ADDRESS:
STREET 1: 125 EAST JOHN CARPENTER FREEWAY
STREET 2: SUITE 600
CITY: IRVING
STATE: TX
ZIP: 75062
BUSINESS PHONE: 972-432-1440
MAIL ADDRESS:
STREET 1: 125 EAST JOHN CARPENTER FREEWAY
STREET 2: SUITE 600
CITY: IRVING
STATE: TX
ZIP: 75062
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NGP Energy Capital Management, L.L.C.
CENTRAL INDEX KEY: 0001471812
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37964
FILM NUMBER: 162049414
BUSINESS ADDRESS:
STREET 1: 5221 N. O'CONNOR BLVD., SUITE 1100
CITY: IRVING
STATE: TX
ZIP: 75039
BUSINESS PHONE: (972) 432-1440
MAIL ADDRESS:
STREET 1: 5221 N. O'CONNOR BLVD., SUITE 1100
CITY: IRVING
STATE: TX
ZIP: 75039
FORMER NAME:
FORMER CONFORMED NAME: NGP Energy Capital Management LLC
DATE OF NAME CHANGE: 20090909
FORMER NAME:
FORMER CONFORMED NAME: NGP Energy Capital Management, LLC
DATE OF NAME CHANGE: 20090908
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GFW X, L.L.C.
CENTRAL INDEX KEY: 0001555576
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37964
FILM NUMBER: 162049415
BUSINESS ADDRESS:
STREET 1: 125 E. JOHN CARPENTER FREEWAY
STREET 2: SUITE 600
CITY: IRVING
STATE: TX
ZIP: 75062
BUSINESS PHONE: (972) 432-1440
MAIL ADDRESS:
STREET 1: 125 E. JOHN CARPENTER FREEWAY
STREET 2: SUITE 600
CITY: IRVING
STATE: TX
ZIP: 75062
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2016-12-13
0
0001681714
WildHorse Resource Development Corp
WRD
0001691549
WHR Holdings, LLC
9805 KATY FREEWAY, SUITE 400
HOUSTON
TX
77024
1
0
1
0
0001691550
WildHorse Investment Holdings, LLC
9805 KATY FREEWAY, SUITE 400
HOUSTON
TX
77024
0
0
1
0
0001606887
NGP X US Holdings LP
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING
TX
75039
0
0
1
0
0001647719
NGP X Holdings GP, L.L.C.
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING
TX
75039
0
0
1
0
0001521229
NGP Natural Resources X, L.P.
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING
TX
75039
0
0
1
0
0001555496
G.F.W. Energy X, L.P.
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING
TX
75039
0
0
1
0
0001555576
GFW X, L.L.C.
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING
TX
75039
0
0
1
0
0001471812
NGP Energy Capital Management, L.L.C.
1221 MCKINNEY STREET, SUITE 2975
HOUSTON
TX
77010
0
0
1
0
Common stock, par value $0.01 per share
0
D
On December 12, 2016, WHR Holdings, LLC ("WildHorse Holdings") entered into the Master Contribution Agreement (the "Master Contribution Agreement"), pursuant to which, immediately prior to and contingent upon the closing of WildHorse Resource Development Corporation's (the "Issuer") initial public offering, certain of the parties thereto, including WildHorse Holdings, agreed, among other things, to contribute their membership interest in certain entities to the Issuer in exchange for shares of the Issuer's common stock, par value $0.01 per share ("Common Stock"). Pursuant to the Master Contribution Agreement, WildHorse Holdings will receive 21,200,084 shares of Common Stock.
This form is jointly filed by WildHorse Holdings, WildHorse Investment Holdings, LLC ("WildHorse Investment Holdings"), NGP X US Holdings, L.P. ("NGP X US Holdings"), NGP X Holdings GP, L.L.C. ("NGP X Holdings GP"), NGP Natural Resources X, L.P. ("NGP X"), G.F.W. Energy X, L.P. ("GFW X"), GFW X, L.L.C. ("GFW X GP") and NGP Energy Capital Management, L.L.C. ("NGP ECM"). Following the transactions contemplated by the Master Contribution Agreement, (i) WildHorse Investment Holdings will own 100% of the capital interests in WildHorse Holdings and (ii) NGP X US Holdings will own 90.3% of WildHorse Investment Holdings, and certain members of the Issuer's management team will own the remaining 9.7%. As a result, NGP X US Holdings may be deemed to indirectly beneficially own the shares held by WildHorse Holdings.
(Continued from Footnote 2) NGP X US Holdings disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein. NGP X Holdings GP (the sole general partner of NGP X US Holdings), NGP X (the sole member of NGP X Holdings GP), GFW X (the sole general partner of NGP X) and GFW X GP (the sole general partner of GFW X) may each be deemed to share voting and dispositive power over the reported shares and therefore may also be deemed to be the beneficial owner of these shares. GFW X GP has delegated full power and authority to manage NGP X US Holdings to NGP ECM and accordingly, NGP ECM may be deemed to share voting and dispositive power over these shares and therefore may also be deemed to be the beneficial owner of these shares. Each of WildHorse Investment Holdings, NGP X US Holdings, NGP X Holdings GP, NGP X, GFW X, GFW X GP and NGP ECM disclaims beneficial ownership of the reported securities in excess of its pecuniary interest therein.
In connection with the closing of the Issuer's initial public offering, WildHorse Holdings is expected to enter into the Stockholders' Agreement (the "Stockholders' Agreement"), pursuant to which, each of the parties thereto will agree, among other things, to cause the shares of Common Stock and any equity securities of the Issuer held by such party to be voted for the individuals properly designated by the parties to the Stockholders' Agreement for election to the Issuer's board of directors. As a result, the parties thereto may be deemed to be members of a group holding over 10% of the outstanding Common Stock of the Issuer for the purposes of Section 13(d)(3) of the Exchange Act (the "Group").
WildHorse Holdings disclaims beneficial ownership of the shares of Common Stock held by the members of the Group, except to the extent of its pecuniary interest therein, and this statement shall not be construed as an admission that WildHorse Holdings is the beneficial owner of any such shares for purposes of Section 16 of the Exchange Act or for any other purpose.
Director by Deputization
For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, WildHorse Holdings may be deemed to be a director by deputization by virtue of the right of it to designate members of the Issuer's board of directors pursuant to the Stockholders' Agreement.
/s/ Tony R. Weber, Authorized Person of WHR Holdings, LLC
2016-12-13
/s/ Tony R. Weber, Authorized Person of WildHorse Investment Holdings, LLC
2016-12-13
/s/ Tony R. Weber, Authorized Person of NGP X Holdings GP, L.L.C., the general partner of NGP X US Holdings, L.P.
2016-12-13
/s/ Tony R. Weber, Authorized Person of NGP X Holdings GP, L.L.C.
2016-12-13
/s/ Tony R. Weber, Authorized Member of GFW X, L.L.C., the general partner of G.F.W. Energy X, L.P., the general partner of NGP Natural Resources X, L.P.
2016-12-13
/s/ Tony R. Weber, Authorized Member of GFW X, L.L.C., the general partner of G.F.W. Energy X, L.P.
2016-12-13
/s/ Tony R. Weber, Authorized Member of GFW X, L.L.C.
2016-12-13
/s/ Tony R. Weber, Chief Operating Officer of NGP Energy Capital Management, L.L.C.
2016-12-13