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