0001104659-19-007052.txt : 20190211 0001104659-19-007052.hdr.sgml : 20190211 20190211134104 ACCESSION NUMBER: 0001104659-19-007052 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190201 FILED AS OF DATE: 20190211 DATE AS OF CHANGE: 20190211 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: 001-13726 FILM NUMBER: 19584307 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: 001-13726 FILM NUMBER: 19584308 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: 001-13726 FILM NUMBER: 19584309 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13726 FILM NUMBER: 19584310 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: NGP XI Holdings GP, L.L.C. CENTRAL INDEX KEY: 0001691880 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13726 FILM NUMBER: 19584311 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 US Holdings, L.P. CENTRAL INDEX KEY: 0001691879 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13726 FILM NUMBER: 19584312 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: CHESAPEAKE ENERGY CORP CENTRAL INDEX KEY: 0000895126 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731395733 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058488000 MAIL ADDRESS: STREET 1: 6100 NORTH WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 3 1 a3.xml 3 X0206 3 2019-02-01 0 0000895126 CHESAPEAKE ENERGY CORP CHK 0001691879 NGP XI US Holdings, L.P. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 1 0 0001691880 NGP XI Holdings GP, L.L.C. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 1 0 0001612741 NGP Natural Resources XI, L.P. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 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. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 1 0 Common Stock 48024000 D Common Stock 156147234 I See Footnotes 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 ("WildHorse"), Chesapeake Energy Corporation ("Chesapeake") and Coleburn Inc. ("Merger Sub"), as amended, Merger Sub merged with an into WildHorse (the "Merger"), with WildHorse surviving the Merger and continuing as a wholly-owned subsidiary of Chesapeake. Pursuant to the Merger Agreement, each share of WildHorse 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 ("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. (Continued from Footnote 1) As a result, NGP XI US Holdings, L.P. ("NGP XI US Holdings"), Esquisto Holdings, LLC ("Esquisto Holdings") and WHE AcqCo Holdings, LLC ("Acquisition Co. Holdings") received 48,024,000 shares, 142,469,647 shares and 13,677,587 shares of Chesapeake Common Stock, respectively, and cash in exchange for 9,000,000 shares, 26,699,709 shares and 2,563,266 shares of WildHorse common stock, respectively. This form is jointly filed by NGP XI US Holdings, NGP XI Holdings GP, L.L.C. ("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"). (Continued from Footnote 3) Esquisto Investment Holdings, LLC ("Esquisto Investment Holdings") owns 100% of the capital interests in Esquisto Holdings, and NGP XI US Holdings has shared rights to appoint a majority of the board of managers of Esquisto Investment Holdings. Further, NGP XI US Holdings owns 100% of the capital interests in Acquisition Co. Holdings. As a result, NGP XI US Holdings may be deemed to indirectly beneficially own the shares held by each of Esquisto Holdings and Acquisition Co. Holdings. NGP XI US Holdings disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein. (Continued from Footnote 4) 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), G.F.W. 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. 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 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. NGP ECM may also be deemed to share voting and dispositive power over 113,123,648 shares of Chesapeake Common Stock held by WHR Holdings, LLC and therefore may also be deemed to be the beneficial owner of such shares. NGP ECM disclaims beneficial ownership of such securities in excess of its pecuniary interest therein. NGP XI US Holdings disclaims beneficial ownership of the shares of Chesapeake Common Stock held by Esquisto Holdings and Acquisition Co. Holdings, except to the extent of its pecuniary interest therein, and this statement shall not be construed as an admission that NGP XI US Holdings is the beneficial owner of any such shares for purposes of Section 16 of the Exchange Act or for any other purpose. /s/ Tony R. Weber, Authorized Person of NGP XI Holdings GP, L.L.C., the general partner of NGP XI US Holdings, L.P. 2019-02-11 /s/ Tony R. Weber, Authorized Person of NGP XI Holdings GP, L.L.C. 2019-02-11 /s/ Tony R. Weber, Authorized Person 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. 2019-02-11 /s/ Tony R. Weber, Authorized Person of GFW XI, L.L.C., the general partner of G.F.W. Energy XI, L.P. 2019-02-11 /s/ Tony R. Weber, Authorized Person of GFW XI, L.L.C. 2019-02-11 /s/ Tony R. Weber, Co-Chief Executive Officer of NGP Energy Capital Management, L.L.C. 2019-02-11