0001104659-19-005886.txt : 20190205
0001104659-19-005886.hdr.sgml : 20190205
20190205185846
ACCESSION NUMBER: 0001104659-19-005886
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: Esquisto Holdings, LLC
CENTRAL INDEX KEY: 0001691524
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37964
FILM NUMBER: 19569405
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: GFW XI, L.L.C.
CENTRAL INDEX KEY: 0001691951
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37964
FILM NUMBER: 19569406
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: 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: 19569407
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: Esquisto Investment Holdings, LLC
CENTRAL INDEX KEY: 0001691624
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37964
FILM NUMBER: 19569408
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 XI US Holdings, L.P.
CENTRAL INDEX KEY: 0001691879
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37964
FILM NUMBER: 19569409
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: NGP XI Holdings GP, L.L.C.
CENTRAL INDEX KEY: 0001691880
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37964
FILM NUMBER: 19569410
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: NGP Natural Resources XI, L.P.
CENTRAL INDEX KEY: 0001612741
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37964
FILM NUMBER: 19569411
BUSINESS ADDRESS:
STREET 1: 5221 N. O'CONNOR BLVD.
STREET 2: SUITE 1100
CITY: IRVING
STATE: TX
ZIP: 75039
BUSINESS PHONE: 972-432-1440
MAIL ADDRESS:
STREET 1: 5221 N. O'CONNOR BLVD.
STREET 2: 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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37964
FILM NUMBER: 19569412
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
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
0001691524
Esquisto Holdings, LLC
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING
TX
75039
1
0
1
0
0001691951
GFW XI, 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
0001691624
Esquisto Investment Holdings, LLC
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING
TX
75039
1
0
1
0
0001691879
NGP XI US Holdings, L.P.
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING
TX
75039
1
0
1
0
0001691880
NGP XI Holdings GP, L.L.C.
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING
TX
75039
1
0
1
0
0001612741
NGP Natural Resources XI, L.P.
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING
TX
75039
1
0
1
0
0001691944
G.F.W. Energy XI, L.P.
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING
TX
75039
1
0
1
0
Common Stock
2019-02-01
4
D
0
26699709
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 Esquisto Holdings, LLC ("Esquisto Holdings"), Esquisto Investment Holdings, LLC ("Esquisto Investment Holdings"), NGP XI US Holdings, LP ("NGP XI US Holdings"), NGP XI Holdings GP, LLC ("NGP XI Holdings GP"), NGP Natural Resources XI, L.P. ("NGP Natural Resources XI"), G.F.W. Energy XI, L.P. ("GFW Energy XI"), GFW XI, L.L.C. ("GFW XI") and NGP Energy Capital Management, L.L.C. ("NGP ECM"). Esquisto Investment Holdings owns 100% of the capital interests in Esquisto Holdings, NGP XI US Holdings directly and indirectly owns 90% of Esquisto Investment Holdings, and certain members of Esquisto Holdings' and Esquisto Investment Holdings' management teams own the remaining 10.0%. Additionally, NGP XI US Holdings has shared rights to appoint a majority of the board of managers of Esquisto Investment Holdings.
(Continued from Footnote 3) As a result, NGP XI US Holdings may be deemed to indirectly beneficially own the shares held by Esquisto Holdings. NGP XI US Holdings disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein. NGP XI Holdings GP (the sole general partner of NGP XI US Holdings), NGP Natural Resources XI (the sole member of NGP XI Holdings GP), GFW Energy XI (the sole general partner of NGP Natural Resources XI) 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.
(Continued from Footnote 3) GFW XI, has delegated full power and authority to manage 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 XI US Holdings, NGP XI Holdings GP, NGP Natural Resources XI, GFW Energy XI, GFW XI 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, Esquisto 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").
Esquisto 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 Esquisto Holdings is 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, Esquisto 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, Esquisto Holdings may be deemed to be a director by deputization.
/s/ Tony R. Weber, Authorized Person of Esquisto Holdings, LLC
2019-02-05
/s/ Tony R. Weber, Authorized Person of Esquisto Investment Holdings, LLC
2019-02-05
/s/ Tony R. Weber, Authorized Person of NGP XI Holdings GP, LLC the general partner of NGP XI US Holdings, LP
2019-02-05
/s/ Tony R. Weber, Authorized Person NGP XI Holdings GP, LLC
2019-02-05
/s/ Tony R. Weber, Authorized Member of GFW XI, L.L.C., the general partner of G.F.W. Energy XI, L.P., the general partner of NGP Natural Resources XI, L.P.
2019-02-05
/s/ Tony R. Weber, Authorized Member of GFW XI, L.L.C., the general partner of G.F.W. Energy XI, L.P.
2019-02-05
/s/ Tony R. Weber, Authorized Member of GFW XI, L.L.C
2019-02-05
/s/ Tony R. Weber, Chief Operating Officer of NGP Energy Capital Management, L.L.C.
2019-02-05