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

Item1.01

Purchase and Sale Agreements

On May10, 2017, WildHorse Resource Development Corporation (the
Company) entered into a Purchase and Sale Agreement (the First
Acquisition Agreement) by and among the Company, as purchaser,
and Anadarko EP Onshore LLC (APC), Admiral A Holding L.P., TE
Admiral A Holding L.P. and Aurora C-I Holding L.P. (collectively,
KKR and, together with APC, the First Sellers), as sellers, to
acquire certain acres and associated production in Burleson,
Brazos, Lee, Milam, Robertson, and Washington Counties, Texas
(the Purchase). Also on May10, 2017, the Company entered into a
Purchase and Sale Agreement (together, with the First Acquisition
Agreement, the Acquisition Agreements), by and among the Company,
as purchaser, and APC and Anadarko Energy Services Company
(together, with APC, the APC Subs and together, with the First
Sellers, the Sellers), as sellers, to acquire certain acres and
associated production in Burleson, Brazos, Lee, Milam, Robertson,
and Washington Counties, Texas (together, with the Purchase, the
Acquisition).

to the Acquisition Agreements, the Company is purchasing
approximately 111,000 aggregate net acres and the associated
production therefrom. The aggregate purchase price for the
assets, as described in the Acquisition Agreements, subject to
adjustment as provided in the Acquisition Agreements, consists of
approximately $556million of cash to the APC Subs, as applicable,
and 6.3million shares of the Companys common stock valued at
approximately $69million to KKR (in the aggregate, the Purchase
Price). The common stock portion of the Purchase price payable to
KKR will be issued (the Common Stock Issuance) to a Stock
Issuance Agreement that was executed, on May10, 2017 (the Stock
Issuance Agreement), by and among the Company and KKR. The
Company and KKR have made customary representations, warranties
and covenants in the Stock Issuance Agreement. The closing of the
Common Stock Issuance is conditioned upon and will occur
simultaneous with the closing of the Acquisition. The Company and
the Sellers have made customary representations, warranties and
covenants in the Acquisition Agreements. The Sellers have made
certain additional customary covenants, including, among others,
covenants to conduct its business in the ordinary course between
the execution of the Acquisition Agreements and the closing of
the Acquisition and not to engage in certain kinds of
transactions during that period, subject to certain exceptions.
The Sellers have agreed not to take certain specified actions
without the Companys consent during the time between execution of
the Acquisition Agreements and the closing of the Acquisition.

Consummation of the Acquisition is subject to customary
conditions. The Acquisition is expected to close on or about
June30, 2017 with an effective date of January1, 2017. The
Acquisition Agreements may be terminated under customary
circumstances.

The foregoing summary of the Acquisition Agreements and the Stock
Issuance Agreement and the transactions contemplated thereby does
not purport to be complete and is subject to, and qualified in
its entirety by, the full text of the Acquisition Agreements and
the Stock Issuance Agreement, which are filed as Exhibits 2.1,
2.2 and 10.1 to this Current Report, respectively, and
incorporated herein by reference. The Acquisition Agreements and
the Stock Issuance Agreement are filed herewith to provide
investors with information regarding their terms. They are not
intended to provide any other factual information about the
parties. In particular, the assertions embodied in the
representations and warranties contained in the Acquisition
Agreements and the Stock Issuance Agreement were made as of the
date of the Acquisition Agreements and the Stock Issuance
Agreement only and are in certain instances qualified by
information in confidential disclosure schedules provided by the
parties to each other in connection with the signing of the
Acquisition Agreements and the Stock Issuance Agreement. These
disclosure schedules contain information that modifies,
qualifies, and creates exceptions to the representations and
warranties set forth in the Acquisition Agreements and the Stock
Issuance Agreement. Moreover, certain representations and
warranties in the Acquisition Agreements may have been used for
the purpose of allocating risk between the parties rather than
establishing matters of fact. Accordingly, the representations
and warranties in the Acquisition Agreements and the Stock
Issuance Agreement should not be relied upon as characterizations
of the actual statements of fact about the parties.

1

Preferred Stock Issuance

To partially fund the cash portion of the Purchase Price, on
May10, 2017, the Company entered in to a Preferred Stock Purchase
Agreement (the Preferred Stock Purchase Agreement), by and among
the Company and CP VI Eagle Holdings, L.P. (Carlyle), an
affiliate of The Carlyle Group, whereby the Company agreed to
issue and sell to Carlyle, and Carlyle agreed to purchase from
the Company, 435,000 shares of the Companys preferred stock, par
value $0.01 per share, designated as Series A Perpetual
Convertible Preferred Stock (the Preferred Stock), having terms
set forth in the Certificate of Designations, a form of which is
an annex to the Preferred Stock Purchase Agreement (the Preferred
Stock Issuance).

The Preferred Stock will rank senior to the Companys common stock
with respect to dividend rights and with respect to rights on
liquidation, winding-up and dissolution. The Preferred Stock will
have an initial liquidation preference of $1,000 per share and
will pay a dividend rate of 6% per annum in cash or, if a cash
dividend is not declared and paid in respect of any dividend
payment period, by adding additional amounts to the liquidation
preference in kind. The Preferred Stock will also participate in
dividends and distributions on the Companys common stock on an
as-converted
basis. If at any time following the 30-month anniversary of the
issuance date the closing sale price of the Companys common stock
equals or exceeds 130% of the Conversion Price (as defined below)
for at least 25 consecutive trading days, the Companys obligation
to pay dividends on the Preferred Stock shall terminate
permanently.

The Preferred
Stock is convertible at the option of the holders at any time
following the first anniversary of the closing date into the
amount of shares of common stock per share of Preferred Stock
(such rate, the Conversion Rate) equal to (i)the quotient of
(A)the sum of the Liquidation Preference (as defined in the
Preferred Stock Purchase Agreement) plus an amount equal to the
accrued but unpaid dividends and distributions not previously
added to the Liquidation Preference divided by (B)a conversion
price of $13.90 (the Conversion Price), subject to customary
anti-dilution adjustments. The holders of Preferred Stock may
also convert their Preferred Stock at the Conversion Rate prior
to the first anniversary of the closing date in connection with
certain change of control transactions and in connection with
sales of common stock by certain of the Companys existing
shareholders.

Following the
fourth anniversary of the closing date, the Company may cause the
conversion of the Preferred Stock at the Conversion Rate,
provided the closing sale price of the common stock equals or
exceeds 140% of the Conversion Price for the 20 trading days
ending on and including the date of delivery of the Companys
notice to convert and subject to certain other requirements
regarding registration of the shares issuable upon conversion.
Notwithstanding the foregoing, the Company shall only be
permitted to deliver one conversion notice during any 180 day
period and the number of shares of common stock issued upon
conversion of the Preferred Stock for which such automatic
conversion notice is given shall be limited to 25 times the
average daily trading volume of the Companys common stock during
the 20 trading days ending on and including the date of delivery
of the Companys notice to convert.

If the Company
undergoes certain change of control transactions, the holders of
the Preferred Stock shall be entitled to cause the Company to
redeem the Preferred Stock for cash in an amount equal to the
Liquidation Preference, plus the net present value of dividend
payments that would have been accrued as payable to the holders
following the date of the consummation of such change of control
and through the day that is 30 months after the closing date, in
the case of any change of control occurring prior to the 30-month
anniversary of the closing date (the COC Redemption Price). In
addition, the Company will have the right in connection with any
such change of control transaction to redeem any Preferred Stock
that is not otherwise converted or redeemed as described in the
preceding sentence for cash at the COC Redemption Price.

At any time after
the fifth anniversary of the closing date, the Company may redeem
the Preferred Stock, in whole or in part, for an amount in cash
equal to, per each share of Preferred Stock, (i)on or prior to
the sixth anniversary of the closing date, the Liquidation
Preference multiplied by 112%, (ii) on or prior to the seventh
anniversary of the closing date, the Liquidation Preference
multiplied by 109% or (iii)after the seventh anniversary of the
closing date, the Liquidation Preference multiplied by
106%.

Until conversion,
the holders of the Preferred Stock will vote together with the
Companys common stock on an as-converted basis and will
also have rights to vote as a separate class on certain matters
impacting the Preferred Stock. However, the Preferred Stock will
not be entitled to vote with the common stock on an as-converted basis, will not
be convertible into the Companys common stock and will not be
entitled to the board election rights described below until the
later of (i)the 21st day after the date on which the Company
mails to its shareholders an information statement regarding the
issuance of the Preferred Stock and (ii)the date certain required
regulatory approvals are obtained.