WildHorse Resource Development Corporation (NASDAQ:WRD) Files An 8-K Entry into a Material Definitive Agreement

Item1.01 Entry into a Material Definitive Agreement.

Registration Rights Agreement

In connection with the closing of the Offering, on December19,
2016, the Company entered into a registration rights agreement
(the Registration Rights Agreement) with WHR Holdings, LLC
(WildHorse Holdings), Esquisto Holdings, LLC (Esquisto Holdings),
WHE AcqCo Holdings, LLC (Acquisition Co. Holdings and, together
with WildHorse Holdings and Acquisition Co. Holdings, the
Holders), NGP XI US Holdings, L.P., Jay Graham (he Companys Chief
Executive Officer and Chairman of the Companys board of directors
(the Board)) and Anthony Bahr (the Companys President and a
member of the Board). to the Registration Rights Agreement, the
Company has agreed to register the sale of shares of Common Stock
under certain circumstances.

At any time after the 180 day lock-up period described in the
Prospectus and subject to the limitations set forth below, each
of the Holders (or its permitted transferees) will have the right
to require the Company by written notice to prepare and file a
registration statement registering the offer and sale of a
certain number of its shares of Common Stock. Generally, the
Company is required to provide notice of the request to certain
other holders of Common Stock who may, in certain circumstances,
participate in the registration. Subject to certain exceptions,
the Company will not be obligated to effect a demand registration
within 90 days after the closing of any underwritten offering of
shares of Common Stock. Further, the Company is not obligated to
effect more than a total of four demand registrations for each
Holder.

The Company will also not be obligated to effect any demand
registration in which the anticipated aggregate offering price
for Common Stock included in such offering is less than $30
million. Once the Company is eligible to effect a registration on
Form S-3, any such demand registration may be for a shelf
registration statement. The Company will be required to use
reasonable best efforts to maintain the effectiveness of any such
registration statement until the earlier of (i)180 days (or two
years in the case of a shelf registration statement) after the
effective date thereof or (ii)the date on which all shares
covered by such registration statement have been sold (subject to
certain extensions).

In addition, each of the Holders (or its permitted transferees)
will have the right to require the Company, subject to certain
limitations, to effect a distribution of any or all of its shares
of Common Stock by means of an underwritten offering. In general,
any demand for an underwritten offering (other than the first
requested underwritten offering made in respect of a prior demand
registration and other than a requested underwritten offering
made concurrently with a demand registration) shall constitute a
demand request subject to the limitations set forth above.

Subject to certain exceptions, if at any time the Company
proposes to register an offering of Common Stock or conduct an
underwritten offering, whether or not for the Companys own
account, then the Company must notify each Holder (or its
permitted transferees), NGP XI US Holdings, L.P., Jay C. Graham
and Anthony Bahr of such proposal to allow them to include a
specified number of their shares of Common Stock in that
registration statement or underwritten offering, as applicable.

These registration rights are subject to certain conditions and
limitations, including the right of the underwriters to limit the
number of shares to be included in a registration and the
Companys right to delay or withdraw a registration statement
under certain circumstances. The Company will generally pay all
registration expenses in connection with its obligations under
the Registration Rights Agreement, regardless of whether a
registration statement is filed or becomes effective.

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The foregoing description is qualified in its entirety by
reference to the full text of the Registration Rights Agreement,
which is attached as Exhibit10.1 to this Current Report on
Form8-K and incorporated in this Item1.01 by reference.

Stockholders Agreement

In connection with the closing of the Offering, on December19,
2016, the Company entered into a stockholders agreement (the
Stockholders Agreement) with the Holders. Among other things, the
Stockholders Agreement provides the right to designate nominees
to the Board as follows:

so long as the Holders and their affiliates beneficially own greater than 50% of the Companys common stock in the aggregate, WildHorse Holdings and Esquisto Holdings can each nominate up to three nominees to the Board;

so long as the Holders and their affiliates beneficially own greater than 35% of the Companys common stock but less than 50% of the Companys common stock in the aggregate, WildHorse Holdings and Esquisto Holdings can each nominate two nominees to the Board;

so long as the Holders and their affiliates beneficially own greater than 15% of the Companys common stock but less than 35% of the Companys common stock in the aggregate, WildHorse Holdings and Esquisto Holdings can each nominate one nominee to the Board and can nominate a third nominee by agreement between them;

so long as the Holders and their affiliates beneficially own greater than 5% but less than 15% of the Companys common stock in the aggregate, WildHorse Holdings and Esquisto Holdings can each nominate one nominee to the Board; and

once the Holders and their affiliates beneficially own less 5% of the Companys common stock in the aggregate, WildHorse Holdings and Esquisto Holdings will not have any board designation rights.

to the Stockholders Agreement the Company and the Holders are
required to take all necessary actions, to the fullest extent
permitted by applicable law (including with respect to any
fiduciary duties under Delaware law), to cause the election of
the nominees designated by WildHorse Holdings and Esquisto
Holdings.

In addition, the Stockholders Agreement provides that for so long
as the Holders and their affiliates beneficially own at least 15%
of the outstanding shares of the Companys common stock in the
aggregate, WildHorse Holdings and Esquisto Holdings will have the
right to cause any committee of the Board to include in its
membership at least one director designated by WildHorse Holdings
or Esquisto Holdings, except to the extent that such membership
would violate applicable securities laws or stock exchange rules.
The rights granted to WildHorse Holdings and Esquisto Holdings to
designate directors are additive to and not intended to limit in
any way the rights that the Holders or any of their affiliates
may have to nominate, elect or remove the Companys directors
under the Governing Documents (as defined below) or the Delaware
General Corporation Law.

The foregoing description is qualified in its entirety by
reference to the full text of the Stockholders Agreement, which
is filed as Exhibit10.2 to this Current Report on Form8-K and
incorporated in this Item1.01 by reference.

Credit Agreement

On December19, 2016, in connection with the closing of the
Offering, the Company entered into a Credit Agreement (the Credit
Agreement) by and among the Company, as borrower, each of the
Companys existing subsidiaries, as guarantors, Wells Fargo Bank,
National Association, as administrative agent for the lenders
party thereto (the Administrative Agent), BMO Harris Bank N.A.,
as syndication agent, Bank of America, N.A., Barclays Bank PLC,
Citibank, N.A., Comerica Bank and ING Capital LLC, as
co-documentation agents for the lenders party there to, and the
other lenders party thereto (together, the Lenders).

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The Credit Agreement is a five-year, $1.0 billion revolving
credit facility with an initial borrowing base of $450.0 million
and aggregate elected commitments of $450.0 million. The
borrowing base is subject to scheduled redetermination on a
semi-annual basis, interim redetermination at the option of the
Company no more than twice in any year and interim
redetermination at the option of Lenders with more than 66.6% of
the loans and commitments under the Credit Agreement no more than
twice in any year. Borrowings under the Credit Agreement are
secured by liens on substantially all of the Companys properties,
but in any event, not less than 85% (or 75% with respect to
certain properties prior to February2, 2017) of the total value,
as determined by the Administrative Agent, of the proved reserves
attributable to the Companys oil and natural gas properties using
a discount rate of 9%, all of the Companys equity interests in
any future guarantor subsidiaries and all of the Companys other
assets including personal property but excluding equity interests
in and assets of unrestricted subsidiaries.

Additionally, borrowings under the Credit Agreement will bear
interest, at the Companys option, at either (i)the greatest of
(x)the prime rate as determined by the Administrative Agent,
(y)the federal funds effective rate plus 0.50%, and (z)the
thirty-day adjusted LIBOR plus 1.0%, in each case, plus a margin
that varies from 1.25% to 2.25%per annum according to the total
commitments usage (which is the ratio of outstanding borrowings
and letters of credit to the least of the total commitments, the
borrowing base and the aggregate elected commitments then in
effect), (ii)the adjusted LIBO rate plus a margin that varies
from 2.25% to 3.25%per annum according to the total commitment
usage or (iii)the applicable LIBOR market index rate plus a
margin that varies from 2.25% to 3.25%per annum according to the
Companys total commitment usage. The unused portion of the total
commitments are subject to a commitment fee that varies from
0.375% to 0.50%per annum according to the Companys total
commitments usage.

The Credit Agreement requires the Company to maintain (x)a ratio
of total debt to EBITDAX (as defined in the Credit Agreement) of
not more than 4.00 to 1.00 and (y)a ratio of current assets
(including availability under the facility) to current
liabilities of not less than 1.00 to 1.00.

Additionally, the Credit Agreement contains various covenants and
restrictive provisions that, among other things, limit the
ability of the Company to incur additional debt, guarantees or
liens; consolidate, merge or transfer all or substantially all of
its assets; make certain investments, acquisitions or other
restricted payments; modify certain material agreements; engage
in certain types of transactions with affiliates; dispose of
assets; incur commodity hedges exceeding a certain percentage of
production; and prepay certain indebtedness.

Events of default under the Credit Agreement include, but are not
be limited to, failure to make payments when due, breach of any
covenant continuing beyond any applicable cure period, default
under any other material debt, change of control, bankruptcy or
other insolvency event and certain material adverse effects on
the Companys business.

The foregoing description is qualified in its entirety by
reference to the full text of the Credit Agreement, which is
filed as Exhibit10.3 to this Current Report on Form8-K and
incorporated in this Item1.01 by reference.

Transition Services Agreement

In connection with the closing of the Offering, on December19,
2016, the Company entered into a transition services agreement
(the Transition Services Agreement) with CH4 Energy IV, LLC,
PetroMax Operating Co., Inc. and Crossing Rocks Energy, LLC (each
an affiliate of Esquisto Holdings and, collectively, the Service
Providers), to which the Service Providers will provide certain
engineering, land, operating and financial services to the
Company for six months relating to the Companys Eagle Ford
acreage. In exchange for such services, the Company will pay a
monthly management fee to the Service Providers. The Service
Providers do not have a termination right under the Transition
Services Agreement. The Company may terminate the Transition
Services Agreement at any time by providing 30-days prior written
notice to the Service Providers. The Transition Services
Agreement may only be assigned by a party with each other partys
consent.

The foregoing description is qualified in its entirety by
reference to the full text of the Transition Services Agreement,
which is filed as Exhibit10.4 to this Current Report on Form8-K
and incorporated in this Item1.01 by reference.

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Relationships

As more fully described in the sections entitled Certain
Relationships and Related Party Transactions and Security
Ownership of Certain Beneficial Owners and Management in the
Prospectus, the Company has 91,327,107 shares of common stock
issued and outstanding. The board of managers of each of
WildHorse Holdings, Esquisto Holdings and Acquisition Co.
Holdings, which hold 21,200,084 shares, 38,755,266 shares and
2,563,266 shares of Common Stock, respectively, consist of
Mr.Graham (the Companys Chief Executive Officer and Chairman of
the Board), Mr.Bahr (the Companys President and a member of the
Board), and Scott A. Gieselman, David W. Hayes and Tony R. Weber
(each of which is a member of the Board).

As a result of the relationships disclosed above, certain
individuals, including officers and directors of the Company,
serve as officers and/or directors of more than one of such other
entities.

Item2.01 Completion of Acquisition or Disposition of
Assets.

Master Contribution Agreement

As previously disclosed and as described in the Prospectus, on
December19, 2016, the Company completed the transactions
contemplated by the Master Contribution Agreement, dated
December12, 2016, among the Company and the other parties named
therein (the Master Contribution Agreement), to which the Company
issued an aggregate of 68,518,680 shares of its common stock in
exchange for the contributing parties contribution of the all of
the Companys assets in connection with the Companys initial
public offering. A description of the Master Contribution
Agreement and the transactions contemplated thereby is included
in the Companys Current Report on Form 8-K filed December16,
2016, which is incorporated by reference herein.

Burleson North Acquisition

On December19, 2016, in connection with the Offering, the Company
completed an acquisition of approximately 158,000 net acres of
oil and gas properties adjacent to the Companys Eagle Ford
acreage, as described in the Prospectus, from Clayton Williams
Energy, Inc. for a purchase price of $400.0 million in cash,
subject to customary purchase price adjustments, $45.0 million of
which was funded at signing by a subsidiary of the Company. The
Company used a portion of the proceeds from the Offering, along
with borrowings under the Credit Agreement, to fund the remaining
adjusted purchase price of $344.8 million.

Item2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item1.01 hereto under the heading
Credit Agreement is incorporated by reference into this Item2.03.

Item3.02 Unregistered Sales of Equity
Securities.

As previously disclosed in the Prospectus, the Company agreed to
acquire from certain third parties approximately 7,500 net acres
in exchange shares of the Companys common stock. In connection
with the closing of the Offering, the Company issued an aggregate
of 1,308,427 shares of the Companys common stock to such
purchasers, with the number of shares being determined by
dividing the acquisition consideration value of approximately
$19.6 million by the price per share of common stock in the
Offering. The foregoing transaction was undertaken in reliance
upon an exemption from the registration requirements of the
Securities Act of 1933 by Section4(a)(2) thereof.

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Item3.03 Material Modification to Rights of Security
Holders.

The information provided in Item1.01 hereto under the headings
Registration Rights Agreement and Stockholders Agreement is
incorporated by reference into this Item3.03.

Item5.03 Amendments to Articles of Incorporation or
Bylaws; Changes in Fiscal Year.

Amended and Restated Certificate of
Incorporation

On December19, 2016, in connection with the closing of the
Offering, the Company amended and restated its Certificate of
Incorporation (as amended and restated, the Certificate of
Incorporation), which was filed with the Secretary of State of
the State of Delaware on December19, 2016. A description of the
Certificate of Incorporation is contained in the section of the
Prospectus entitled Description of Capital Stock and is
incorporated herein by reference.

The foregoing description and the description contained in the
Prospectus are qualified in their entirety by reference to the
full text of the Certificate of Incorporation, which is filed as
Exhibit3.1 to this Current Report on Form8-K and is incorporated
in this Item5.03 by reference.

Amended and Restated Bylaws

On December19, 2016, in connection with the closing of the
Offering, the Company amended and restated its Bylaws (as amended
and restated, the Bylaws and, together with the Certificate of
Incorporation, the Governing Documents). A description of the
Bylaws is contained in the section of the Prospectus entitled
Description of Capital Stock and is incorporated herein by
reference.

The foregoing description and the description contained in the
Prospectus are qualified in their entirety by reference to the
full text of the Bylaws, which is filed as Exhibit3.2 to this
Current Report on Form8-K and is incorporated in this Item5.03 by
reference.

Item9.01 Financial Statements and Exhibits.

(a)

The financial statements required by this item have been
previously reported by the Company in the Registration Statement.

(b)

The pro forma financial information required by this item has
been previously reported by the Company in the Registration
Statement.

(d) Exhibits.

Exhibit Number		Description
2.1		Master Contribution Agreement, dated December 12, 2016, by and among WildHorse Resource Development Corporation and the other parties named therein (incorporated by reference to Exhibit 2.1 to the Companys Form 8-K filed on December 16, 2016).
3.1		Amended and Restated Certification of Incorporation of WildHorse Resource Development Corporation.
3.2		Amended and Restated Bylaws of WildHorse Resource Development Corporation, effective December 19, 2016.
10.1		Registration Rights Agreement, dated as of December 19, 2016, by and among WildHorse Resource Development Corporation and the stockholders named therein.
10.2		Stockholders Agreement, dated as of December 19, 2016, by and among WildHorse Resource Development Corporation and the stockholders named therein.

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Exhibit Number		Description
10.3		Credit Agreement, dated December19, 2016, by and among WildHorse Resource Development Corporation, as Borrower, Wells Fargo Bank, National Association, as Administrative Agent, BMO Harris Bank, N.A., as Syndication Agent, the Lenders party thereto and the other parties party thereto.
10.4		Transition Services Agreement, dated as of December 19, 2016, by and among WildHorse Resource Development Corporation, CH4 Energy IV, LLC, PetroMax Operating Co., Inc. and Crossing Rocks Energy, LLC.
10.5		Amended and Restated Limited Liability Company Agreement of WHR Holdings, LLC.
10.6		Amended and Restated Limited Liability Company Agreement of WildHorse Investment Holdings, LLC.
10.7		Amended and Restated Limited Liability Company Agreement of Esquisto Investment Holdings, LLC.
10.8		Amended and Restated Limited Liability Company Agreement of WHE AcqCo Holdings, LLC.

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About WildHorse Resource Development Corporation (NASDAQ:WRD)