0000899243-16-035428.txt : 20161213 0000899243-16-035428.hdr.sgml : 20161213 20161213165253 ACCESSION NUMBER: 0000899243-16-035428 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: 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: 162049501 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 XI, L.L.C. CENTRAL INDEX KEY: 0001691951 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37964 FILM NUMBER: 162049502 BUSINESS ADDRESS: STREET 1: 5221 N. O'CONNOR BLVD., SUITE 1100 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: (935) 432-1440 MAIL ADDRESS: STREET 1: 5221 N. O'CONNOR BLVD., SUITE 1100 CITY: IRVING STATE: TX ZIP: 75039 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: G.F.W. Energy XI, L.P. CENTRAL INDEX KEY: 0001691944 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37964 FILM NUMBER: 162049503 BUSINESS ADDRESS: STREET 1: 5221 N. O'CONNOR BLVD., SUITE 1100 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: (935) 432-1440 MAIL ADDRESS: STREET 1: 5221 N. O'CONNOR BLVD., SUITE 1100 CITY: IRVING STATE: TX ZIP: 75039 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Esquisto Holdings, LLC CENTRAL INDEX KEY: 0001691524 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37964 FILM NUMBER: 162049504 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2016-12-13 0 0001681714 WildHorse Resource Development Corp WRD 0001691524 Esquisto Holdings, LLC 9805 KATY FREEWAY, SUITE 400 HOUSTON TX 77024 1 0 1 0 0001691944 G.F.W. Energy XI, L.P. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 1 0 0001691951 GFW XI, 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, Esquisto Holdings, LLC ("Esquisto 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 Esquisto 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, Esquisto Holdings will receive 38,755,330 shares of Common Stock. This form is jointly filed by Esquisto Holdings, Esquisto Investment Holdings, LLC ("Esquisto Investment Holdings"), NGP IX US Holdings, LP ("NGP IX US Holdings"), NGP XI US Holdings, L.P. ("NGP XI US Holdings"), NGP IX Holdings GP, LLC ("NGP IX Holdings GP"), NGP XI Holdings GP, L.L.C. ("NGP XI Holdings GP"), NGP Natural Resources IX, L.P. ("NGP Natural Resources IX"), NGP Natural Resources XI, L.P. ("NGP Natural Resources XI"), G.F.W. Energy IX, L.P. ("GFW Energy IX"), G.F.W. Energy XI, L.P. ("GFW Energy XI"), GFW IX, L.L.C. ("GFW IX"), GFW XI, L.L.C. ("GFW XI") and NGP Energy Capital Management, L.L.C. ("NGP ECM"). Following the transactions contemplated by the Master Contribution Agreement, (i) Esquisto Investment Holdings will own 100% of the capital interests in Esquisto Holdings, and the board of managers of Esquisto Investment Holding consists of Richard Brannon (one of our directors), Mike Hoover, Bruce Selkirk, Brian Minnehan, Mr. Hayes, David R. Albin and Craig Glick, (Continued from footnote 2) and (ii) NGP IX US Holdings and NGP XI US Holdings directly and indirectly will own 27.6% and 62.4% of Esquisto Investment Holdings, respectively, and certain members of Esquisto's management team will own the remaining 10.0%. As a result, NGP IX US Holdings and NGP XI US Holdings may be deemed to indirectly beneficially own the shares held by Esquisto Holdings. Each of NGP IX US Holdings and NGP XI US Holdings disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein. NGP IX Holdings GP (the sole general partner of NGP IX US Holdings), NGP XI Holdings GP (the sole general partner of NGP XI US Holdings), NGP Natural Resources IX (the sole member of NGP IX Holdings GP), NGP Natural Resources XI (the sole member of NGP XI Holdings GP), G.F.W. Energy IX (the sole general partner of NGP Natural Resources IX), G.F.W. Energy XI (the sole general partner of NGP Natural Resources XI), (Continued from footnote 3) GFW IX (the sole general partner of GFW Energy IX) and GFW XI (the sole general partner of GFW Energy XI) 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 IX, L.L.C. and GFW XI, L.L.C. have delegated full power and authority to manage NGP IX US Holdings and NGP XI 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 Esquisto Investment Holdings, NGP IX US Holdings, NGP XI US Holdings, NGP IX Holdings GP, NGP XI Holdings GP, NGP Natural Resources IX, NGP Natural Resources XI, GFW Energy IX, GFW Energy XI, GFW IX, GFW XI 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, Esquisto 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"). Esquisto 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 Esquisto 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, Esquisto 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. Form 2 of 2. /s/ Tony R. Weber, Authorized Person of GFW XI, L.L.C., the general partner of G.F.W. Energy XI, L.P. 2016-12-13 /s/ Tony R. Weber, Authorized Person of GFW XI, L.L.C. 2016-12-13 /s/ Tony R. Weber, Chief Operating Officer of NGP Energy Capital Management, L.L.C. 2016-12-13