WildHorse Resource Development Corporation (NASDAQ:WRD) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
Underwriting Agreement
On December13, 2016, WildHorse Resource Development Corporation,
a Delaware corporation (the Company), entered into an
Underwriting Agreement (the Underwriting Agreement) with Barclays
Capital Inc., Merrill Lynch, Pierce, Fenner Smith Incorporated
and BMO Capital Markets Corp., as representatives of the several
underwrites named therein (the Underwriters), relating to the
offer and sale of the Companys common stock, par value $0.01 per
share (the Common Stock). The Underwriting Agreement provides for
the offer and sale (the Offering) by the Company, and purchase by
the Underwriters, of 27,500,000 shares of Common Stock at a price
to the public of $15.00 per share. to the Underwriting Agreement,
the Company has granted the Underwriters a 30-day option to
purchase up to 4,125,000 additional shares of Common Stock to
cover over-allotments. The material terms of the Offering are
described in the prospectus, dated December13, 2016 (the
Prospectus), filed by the Company with the Securities and
Exchange Commission (the Commission) on December15, 2016, to
Rule424(b) under the Securities Act of 1933, as amended (the
Securities Act). The Offering is registered with the Commission
to a Registration Statement on FormS-1, as amended (File
No.333-214569), initially filed by the Company on November10,
2016 (as amended, the Registration Statement).
The Underwriting Agreement contains customary representations and
warranties, agreements and obligations, closing conditions and
termination provisions. The Company has agreed to indemnify the
Underwriters against certain liabilities, including liabilities
under the Securities Act, and to contribute to payments the
Underwriters may be required to make because of any of those
liabilities.
The Offering is expected to close on December19, 2016, subject to
the satisfaction of customary closing conditions, and the Company
expects to receive proceeds from the Offering of approximately
$391.7 million (net of underwriting discounts, commissions and
estimated offering expenses). As described in the Prospectus, the
Company intends to use the net proceeds of the Offering, along
with borrowings under its new revolving credit facility, to
(i)fund the remaining portion of the Burleson North Acquisition
(as described in the Prospectus) purchase price and (ii)repay in
full and terminate the WildHorse Resources II, LLC (WildHorse)
revolving credit facility and the Esquisto Resources II, LLC
(Esquisto) revolving credit facility and repay in full all notes
payable by Esquisto to its members.
The foregoing description is qualified in its entirety by
reference to the full text of the Underwriting Agreement, which
is attached as Exhibit1.1 to this Current Report on Form8-K and
incorporated in this Item1.01 by reference.
Relationships
As more fully described under the caption Underwriting (Conflicts
of Interest)Other Relationships in the Prospectus, certain of the
Underwriters and their respective affiliates have, from time to
time, performed, and may in the future perform, various financial
advisory and investment banking services for the Company, for
which they received or will receive customary fees and expenses.
Master Contribution Agreement
On December12, 2016, the Company entered into a Master
Contribution Agreement (the Master Contribution Agreement) with
WildHorse, WHR Holdings, LLC (WildHorse Holdings), WildHorse
Investment Holdings, LLC (WildHorse Investment Holdings),
Esquisto, Esquisto Holdings, LLC (Esquisto Holdings), Esquisto
Investment Holdings, LLC (Esquisto Investment Holdings), WHE
AcqCo., LLC (Acquisition Co.), WHE AcqCo Holdings, LLC
(Acquisition Co. Holdings) and certain other parties thereto.
Subject to the terms and conditions set forth in the Master
Contribution Agreement, in connection with the closing of the
Offering (the Effective Time), (i)the current owners of WildHorse
will exchange all of their interests in WildHorse for equivalent
interests in WildHorse Investment Holdings and the current owners
of Esquisto will exchange all of their interests in Esquisto for
equivalent interests in Esquisto Investment Holdings,
(ii)WildHorse Investment Holdings will contribute all of the
interests in WildHorse to WildHorse Holdings, Esquisto Investment
Holdings will contribute all of the interests in Esquisto to
Esquisto Holdings and the current owner of Acquisition Co. will
contribute all of its interests in Acquisition Co. to Acquisition
Co. Holdings, (iii)WildHorse Holdings, Esquisto Holdings and
Acquisition Co. Holdings will issue management incentive units to
certain of our officers as described
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in the Prospectus and (iv)WildHorse Holdings, Esquisto Holdings
and Acquisition Co. Holdings will contribute all of the interests
in WildHorse, Esquisto and Acquisition Co., respectively, to us
in exchange for 21,200,084 shares, 38,755,330 shares and
2,563,266 shares of our common stock, respectively. The foregoing
transactions were undertaken in reliance upon an exemption from
the registration requirements of the Securities Act by
Section4(a)(2) thereof.
The foregoing description is qualified in its entirety by
reference to the full text of the Master Contribution Agreement,
which is attached as Exhibit2.1 to this Current Report on Form8-K
and incorporated in this Item1.01 by reference.
Long Term Incentive Plan
The description of the WildHorse Resource Development Corporation
2016 Long Term Incentive Plan (the LTIP) provided below under
Item5.02 is incorporated in this Item1.01 by reference. A copy of
the LTIP is incorporated by reference as Exhibit10.1 to this
Current Report on Form8-K and is incorporated in this Item1.01 by
reference.
| Item2.01 |
Completion of Acquisition or Disposition of Assets. |
The information set forth under Item1.01 under Master
Contribution Agreement is incorporated herein by reference.
| Item3.02 | Unregistered Sales of Equity Securities. |
The information set forth under Item1.01 under Master
Contribution Agreement is incorporated herein by reference.
| Item5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Director
On December13, 2016, the Board of Directors of the Company (the
Board) appointed Jonathan M. Clarkson as a member of the Board,
such appointment to be effective simultaneous with the
effectiveness of the Registration Statement.
As compensation for services provided as a member of the Board,
Mr.Clarkson will receive (i)an annual cash retainer of $150,000
and (ii)an annual restricted stock award equal in value to
approximately $150,000 (determined as of the applicable date of
grant), which award is subject to a one year vesting period.
Accordingly, Mr.Clarkson will receive 10,000 shares of restricted
stock under the LTIP in connection with the Offering, which
shares will vest in full on the first anniversary of the date of
grant. The restricted stock award will be granted to the form of
Restricted Stock Agreement, which is incorporated by reference as
Exhibit 10.2 to this Current Report on Form 8-K and incorporated
by reference into this Item5.02.
A fulsome description of the compensation that Mr.Clarkson will
receive following the consummation of the Offering is also
contained in the section of the Prospectus entitled Executive
CompensationDirector Compensation and is incorporated herein by
reference.
In connection with his appointment, Mr.Clarkson entered into the
Indemnification Agreement with the Company, which is attached as
Exhibit 10.13 to this Current Report on Form 8-K. A description
of the Indemnification Agreement is contained below.
There are no arrangements or understandings between Mr.Clarkson
and any other person to which he was selected as a director.
Mr.Clarkson has no any family relationship with any director or
executive officer of the Company or any person nominated or
chosen by the Company to become a director or executive officer.
There are no transactions in which Mr.Clarkson has an interest
requiring disclosure under Item404(a)of Regulation S-K.
Mr.Clarkson will serve on the Boards Audit Committee.
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Long Term Incentive Plan
On December13, 2016, the Board adopted the LTIP for the benefit
of employees, directors and consultants of the Company and its
affiliates. The LTIP provides for the grant of all or any of the
following types of equity-based awards: (1)stock options,
(2)stock appreciation rights, (3)restricted stock, (4)restricted
stock units, (5)stock awards, (6)dividend equivalents, (7)other
stock-based awards, (8)cash awards, (9)substitute awards and
(10)performance awards. Subject to adjustment in accordance with
the terms of the LTIP, 9,512,500 shares of Common Stock have been
reserved for delivery to awards under the LTIP. Common Stock
withheld to satisfy exercise prices or tax withholding
obligations will be available for delivery to other awards. The
LTIP will be administered by the Board or an alternative
committee appointed by the Board.
The terms of the LTIP are substantially the same as the terms set
forth in the form of such plan previously filed as Exhibit 10.2
to the Registration Statement, initially filed by the Company on
November10, 2016 and as described therein. The foregoing
description of the LTIP is not complete and is qualified in its
entirety by reference to the full text of the LTIP, which is
attached as Exhibit 10.1 to this Current Report on Form 8-K and
is incorporated in this Item5.02 by reference.
Executive Change in Control and Severance Benefit
Plan
On December13, 2016, the Board adopted the WildHorse Resource
Development Corporation Executive Change in Control and Severance
Benefit Plan (the CIC Plan) for the benefit of certain executives
who are selected by the Board or an alternative committee
appointed by the Board. The CIC Plan provides certain payments
and benefits to participants upon a qualifying termination
(including termination due to death, disability, by the Company
and its affiliates without cause or by the participant for good
reason) or the occurrence of a change in control (each quoted
term as defined in the CIC Plan).
The terms of the CIC Plan are substantially the same as the terms
set forth in the form of such plan previously filed as Exhibit
10.5 to the Registration Statement, initially filed by the
Company on November10, 2016 and as described therein. The
foregoing description of the CIC Plan is not complete and is
qualified in its entirety by reference to the full text of the
CIC Plan, which is attached as Exhibit 10.3 to this Current
Report on Form 8-K and incorporated in this Item5.02 by
reference.
Indemnification Agreements
Also on December13, 2016, in connection with the Offering, the
Company entered into indemnification agreements with each of its
directors and officers (the Indemnification Agreements). The
Indemnification Agreements require the Company to indemnify each
such individual to the fullest extent permitted under Delaware
law against liability that may arise by reason of such
individuals service to the Company, and to advance expenses
incurred as a result of any proceeding against such individual as
to which he or she could be indemnified.
The foregoing description is qualified in its entirety by
reference to the full text of the form of Indemnification
Agreements, which are attached as Exhibits10.4 through 10.13 to
this Current Report on Form8-K and incorporated in this Item5.02
by reference.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit Number |
Description |
|
| 1.1 |
Underwriting Agreement, dated as of December 13, 2016, by and among WildHorse Resource Development Corporation, Barclays Capital Inc., Merrill Lynch, Pierce, Fenner Smith Incorporated and BMO Capital Markets Corp., as representatives of the several underwrites named therein. |
|
| 2.1 |
Master Contribution Agreement, dated December 12, 2016, by and among WildHorse Resource Development Corporation and the other parties named therein. |
|
| 10.1 |
WildHorse Resource Development Corporation 2016 Long Term Incentive Plan. |
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|
Exhibit Number |
Description |
|
| 10.2 |
Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.6 to the Companys Form S-1 Registration Statement (File No. 333-214569) filed with the Commission on November23, 2016)). |
|
| 10.3 |
WildHorse Resource Development Corporation Executive Change in Control and Severance Benefit Plan. |
|
| 10.4 | Indemnification Agreement (Jay C. Graham). | |
| 10.5 | Indemnification Agreement (Anthony Bahr). | |
| 10.6 | Indemnification Agreement (Andrew J. Cozby). | |
| 10.7 | Indemnification Agreement (Steve Habachy). | |
| 10.8 | Indemnification Agreement (Kyle N. Roane). | |
| 10.9 | Indemnification Agreement (Richard D. Brannon). | |
| 10.10 | Indemnification Agreement (Scott A. Gieselman). | |
| 10.11 | Indemnification Agreement (David W. Hayes). | |
| 10.12 | Indemnification Agreement (Tony R. Weber). | |
| 10.13 | Indemnification Agreement (Jonathan M. Clarkson). |
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About WildHorse Resource Development Corporation (NASDAQ:WRD)
WildHorse Resource Development Corporation (NASDAQ:WRD) Recent Trading Information
WildHorse Resource Development Corporation (NASDAQ:WRD) closed its last trading session at with 363,285 shares trading hands.