0001104659-19-005882.txt : 20190205
0001104659-19-005882.hdr.sgml : 20190205
20190205185631
ACCESSION NUMBER: 0001104659-19-005882
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190201
FILED AS OF DATE: 20190205
DATE AS OF CHANGE: 20190205
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37964
FILM NUMBER: 19569393
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: WildHorse Investment Holdings, LLC
CENTRAL INDEX KEY: 0001691550
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37964
FILM NUMBER: 19569394
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 X US Holdings LP
CENTRAL INDEX KEY: 0001606887
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37964
FILM NUMBER: 19569395
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37964
FILM NUMBER: 19569396
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 Natural Resources X, L.P.
CENTRAL INDEX KEY: 0001521229
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37964
FILM NUMBER: 19569397
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: G.F.W. Energy X, L.P.
CENTRAL INDEX KEY: 0001555496
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37964
FILM NUMBER: 19569398
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: GFW X, L.L.C.
CENTRAL INDEX KEY: 0001555576
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37964
FILM NUMBER: 19569399
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
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37964
FILM NUMBER: 19569400
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
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: WildHorse Resource Development Corp
CENTRAL INDEX KEY: 0001681714
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 813470246
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 920 MEMORIAL CITY WAY
STREET 2: SUITE 700
CITY: HOUSTON
STATE: TX
ZIP: 77024
BUSINESS PHONE: (713) 568-4910
MAIL ADDRESS:
STREET 1: 920 MEMORIAL CITY WAY
STREET 2: SUITE 700
CITY: HOUSTON
STATE: TX
ZIP: 77024
4
1
a4.xml
4
X0306
4
2019-02-01
1
0001681714
WildHorse Resource Development Corp
WRD
0001691549
WHR Holdings, LLC
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING
TX
75039
1
0
1
0
0001691550
WildHorse Investment Holdings, LLC
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING
TX
75039
1
0
1
0
0001606887
NGP X US Holdings LP
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING
TX
75039
1
0
1
0
0001647719
NGP X Holdings GP, L.L.C.
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING
TX
75039
1
0
1
0
0001521229
NGP Natural Resources X, L.P.
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING
TX
75039
1
0
1
0
0001555496
G.F.W. Energy X, L.P.
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING
TX
75039
1
0
1
0
0001555576
GFW X, L.L.C.
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING
TX
75039
1
0
1
0
0001471812
NGP Energy Capital Management, L.L.C.
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING
TX
75039
1
0
1
0
Common Stock
2019-02-01
4
D
0
2563266
D
0
D
On February 1, 2019, pursuant to the Agreement and Plan of Merger dated as of October 29, 2018 (the "Merger Agreement"), by and among WildHorse Resource Development Corporation (the "Company"), Chesapeake Energy Corporation ("Chesapeake") and Coleburn Inc. ("Merger Sub"), as amended, Merger Sub merged with an into the Company (the "Merger"), with the Company surviving the Merger and continuing as a wholly-owned subsidiary of Chesapeake.
Pursuant to the Merger Agreement, each share of Company common stock issued and outstanding prior to the effective time of the Merger owned by the Reporting Person was converted at such time into the right to receive either (i) 5.336 shares of Chesapeake common stock and $3.00 in cash, or (ii) 5.989 shares of Chesapeake common stock, in each case, with cash in lieu for any fractional shares. The closing price per share of Chesapeake common stock on the day prior to the effective date of the Merger was $2.85.
This form is jointly filed by WHR Holdings, LLC ("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"). WildHorse Investment Holdings owns 100% of the capital interests in WildHorse Holdings and NGP X US Holdings owns 90.3% of WildHorse Investment Holdings, and certain members of the Company's management team 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. NGP X US Holdings disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein.
(Continued from Footnote 3) 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.
Prior to the effective time of the Merger, WildHorse Holdings was party to a Stockholders' Agreement (the "Stockholders' Agreement"), pursuant to which, each of the parties thereto agreed, among other things, to cause the shares of Company common stock and any equity securities of the Company held by such party to be voted for the individuals properly designated by the parties to the Stockholders' Agreement for election to the Company's board of directors. As a result, the parties thereto may have been deemed to be members of a group holding over 10% of the outstanding common stock of the Company (the "Group") for the purposes of Section 13(d)(3) of the Exchange Act of 1934, as amended (the "Exchange Act").
WildHorse Holdings disclaims beneficial ownership of the shares of Company 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 or was the beneficial owner of any such shares for purposes of Section 16 of the Exchange Act or for any other purpose.
Prior to the effective time of the Merger, WildHorse Holdings had the right to designate members of the Company's board of directors pursuant to the Stockholders' Agreement. Therefore, 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.
/s/ Tony R. Weber, Authorized Person of WHR Holdings, LLC
2019-02-05
/s/ Tony R. Weber, Authorized Person of WildHorse Investment Holdings, LLC
2019-02-05
/s/ Tony R. Weber, Authorized Person of NGP X Holdings GP, L.L.C. the general partner of NGP X US Holdings, L.P.
2019-02-05
/s/ Tony R. Weber, Authorized Person NGP X Holdings GP, L.L.C.
2019-02-05
/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.
2019-02-05
/s/ Tony R. Weber, Authorized Member of GFW X, L.L.C., the general partner of G.F.W. Energy X, L.P.
2019-02-05
/s/ Tony R. Weber, Authorized Member of GFW X, L.L.C.
2019-02-05
/s/ Tony R. Weber, Chief Operating Officer of NGP Energy Capital Management, L.L.C.
2019-02-05