Centennial Resource Development,Inc. (NASDAQ:CDEV) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry Into a Material Definitive Agreement.
On March5, 2018, Centennial Resource Development,Inc. (the “Company”), Riverstone VI Centennial QB Holdings, L.P., REL US Centennial Holdings, LLC, Riverstone Non-ECI USRPI AIV, L.P., Silver Run Sponsor, LLC, Celero Energy Company, LP, Centennial Resource Development, LLC, NGP Centennial Follow-On LLC and CP VI-A Centennial, L.P. (collectively, the “Selling Stockholders”) and J.P. Morgan Securities LLC (the “Underwriter”), entered into an underwriting agreement (the “Underwriting Agreement”), to which the Selling Stockholders agreed to sell to the Underwriter, and the Underwriter agreed to purchase from the Selling Stockholders, subject to and upon the terms and conditions set forth therein, an aggregate of 25,000,000 shares of ClassA Common Stock, par value $0.0001 per share (the “ClassA Common Stock”), of the Company (the “Offering”). In addition, to the Underwriting Agreement, the Selling Stockholders have granted the Underwriter an option, exercisable within 30 days, to purchase up to an additional 3,750,000 shares of ClassA Common Stock on the same terms and conditions. The Offering is expected to close on March8, 2018. The Company will not receive any proceeds from the sale of shares of ClassA Common Stock in the Offering. The Underwriting Agreement contains customary representations, warranties and agreements of the Company and the Selling Stockholders and other customary obligations of the parties and termination provisions.
The Underwriter and its affiliates have from time to time performed, and may in the future perform, various financial advisory, commercial banking and investment banking services for the Company and its affiliates in the ordinary course of business for which they have received and would receive customary compensation.
A copy of the Underwriting Agreement is filed as Exhibit1.1 to this Current Report on Form8-K and is incorporated by reference herein. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such Exhibit.
Item 8.01. Other Events.
On March6, 2018, the Company issued a press release relating to the pricing of the Offering. A copy of the press release is included as Exhibit99.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits