0001104659-19-062809.txt : 20191112
0001104659-19-062809.hdr.sgml : 20191112
20191112210810
ACCESSION NUMBER: 0001104659-19-062809
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191112
FILED AS OF DATE: 20191112
DATE AS OF CHANGE: 20191112
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: 001-13726
FILM NUMBER: 191211507
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: 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: 001-13726
FILM NUMBER: 191211508
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: 001-13726
FILM NUMBER: 191211509
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: 001-13726
FILM NUMBER: 191211510
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: 001-13726
FILM NUMBER: 191211511
BUSINESS ADDRESS:
STREET 1: 2850 NORTH HARWOOD STREET
STREET 2: 19TH FLOOR
CITY: DALLAS
STATE: TX
ZIP: 75201
BUSINESS PHONE: (935) 432-1440
MAIL ADDRESS:
STREET 1: 2850 NORTH HARWOOD STREET
STREET 2: 19TH FLOOR
CITY: DALLAS
STATE: TX
ZIP: 75201
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: 001-13726
FILM NUMBER: 191211512
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
4
1
a4.xml
4
X0306
4
2019-11-12
1
0000895126
CHESAPEAKE ENERGY CORP
CHK
0001471812
NGP Energy Capital Management, L.L.C.
2850 N. HARWOOD STREET, 19TH FLOOR
DALLAS
TX
75201
0
0
1
0
0001691879
NGP XI US Holdings, L.P.
2850 N. HARWOOD STREET, 19TH FLOOR
DALLAS
TX
75201
0
0
1
0
0001691880
NGP XI Holdings GP, L.L.C.
2850 N. HARWOOD STREET, 19TH FLOOR
DALLAS
TX
75201
0
0
1
0
0001612741
NGP Natural Resources XI, L.P.
2850 N. HARWOOD STREET, 19TH FLOOR
DALLAS
TX
75201
0
0
1
0
0001691944
G.F.W. Energy XI, L.P.
2850 N. HARWOOD STREET, 19TH FLOOR
DALLAS
TX
75201
0
0
1
0
0001691951
GFW XI, L.L.C.
2850 N. HARWOOD STREET, 19TH FLOOR
DALLAS
TX
75201
0
0
1
0
Common Stock
2019-11-12
4
J
0
139559070
0.00
D
0
I
See Footnotes
Common Stock
2019-11-12
4
J
0
13398161
0.00
D
0
I
See Footnotes
Common Stock
2019-11-12
4
J
0
47042897
0.00
D
0
I
See Footnotes
Common Stock
2019-11-12
4
J
0
110812594
0.00
D
0
I
See Footnotes
On November 12, 2019, each of Esquisto Holdings, LLC ("Esquisto Holdings"), WHE AcqCo Holdings, LLC ("Acquisition Co. Holdings") and WHR Holdings, LLC ("WHR Holdings") distributed all shares of common stock, par value $0.01 per share ("Common Stock") of Chesapeake Energy Corporation ("Chesapeake") held by them to their equity holders, including NGP XI US Holdings, L.P. ("NGP XI US Holdings") and NGP X US Holdings, L.P. ("NGP X US Holdings"), on a pro rata basis in accordance with their respective ownership interests, with no consideration being paid in connection therewith. Immediately following such distribution, NGP XI US Holdings and NGP X US Holdings also made pro rata distributions of all shares of Common Stock of Chesapeake held by them to their unitholders in accordance with their respective ownership interests, with no consideration being paid in connection therewith.
Directly owned by Esquisto Holdings.
Directly owned by Acquisition Co. Holdings.
Directly owned by NGP XI US Holdings. Amount does not include potential indirect beneficial ownership of shares directly owned by Esquisto Holdings and Acquisition Co. Holdings. See Footnotes (6) through (8).
Directly owned by WHR Holdings.
This form is jointly filed by NGP Energy Capital Management, L.L.C. ("NGP ECM"), 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") and GFW XI, L.L.C. ("GFW XI"). Esquisto Investment Holdings, LLC ("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 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. Further, NGP XI US Holdings owns 100% of the capital interests in Acquisition Co. Holdings.
(Continued from Footnote 6) 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 such shares 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.
(Continued from Footnote 7) NGP XI Holdings GP is the sole general partner of NGP XI US Holdings, NGP Natural Resources XI is the sole member of NGP XI Holdings GP, GFW Energy XI is the sole general partner of NGP Natural Resources XI and GFW XI is the sole general partner of GFW Energy XI. 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 shares held by NGP XI US Holdings and therefore may also be deemed to be the beneficial owner of such 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.
WildHorse Investment Holdings, LLC ("WildHorse Investment Holdings") owns 100% of the capital interests in WHR Holdings. NGP X US Holdings owns 90.3% of WildHorse Investment Holdings, and certain former members of WildHorse Resource Development Corporation's management own the remaining 9.7%. As a result, NGP X US Holdings may be deemed to indirectly beneficially own the shares held by WHR Holdings. NGP X Holdings GP, L.L.C. ("NGP X Holdings GP") is the sole general partner of NGP X US Holdings. NGP Natural Resources X, L.P. ("NGP X") is the sole member of NGP X Holdings GP. G.F.W. Energy X, L.P. ("GFW X") is the sole general partner of NGP X. GFW X, L.L.C. ("GFW X GP") is the sole general partner of GFW X.
(Continued from Footnote 9) 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 the shares of Chesapeake common stock that WHR Holdings holds and therefore may also be deemed to be the beneficial owner of such shares. NGP ECM disclaims beneficial ownership of such shares in excess of its pecuniary interest therein.
/s/ Tony R. Weber, Authorized Person of NGP XI Holdings GP, L.L.C., the general partner of NGP XI US Holdings, L.P.
2019-11-12
/s/ Tony R. Weber, Authorized Person of NGP XI Holdings GP, L.L.C.
2019-11-12
/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.
2019-11-12
/s/ Tony R. Weber, Authorized Person of GFW XI, L.L.C., the general partner of G.F.W. Energy XI, L.P.
2019-11-12
/s/ Tony R. Weber, Authorized Person of GFW XI, L.L.C.
2019-11-12
/s/ Tony R. Weber, Co-Chief Executive Officer of NGP Energy Capital Management, L.L.C.
2019-11-12