UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 1 to

 

Form 10-Q

 

 

(Mark One)

 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2018

 

OR

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from            to          .

 

Commission File Number: 001-37964

 

 

WildHorse Resource Development Corporation

(Exact name of Registrant as specified in its Charter)

 

 

 

Registrant’s telephone number, including area code: (713) 568-4910

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Securities registered pursuant to Section 12(g) of the Act: None

 

 

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o

 

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).    Yes  x    No  o

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer	¨		Accelerated filer	x
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	¨
			Emerging growth company	x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x

 

As of April 30, 2018, the registrant had 101,277,876 shares of common stock, $0.01 par value outstanding.

 

 

 

EXPLANATORY NOTE

 

On May 10, 2018, WildHorse Resource Development Corporation (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) its Quarterly Report on Form 10-Q for the three months ended March 31, 2018 (the “Original Quarterly Report”). On the cover page of the Company’s Original Quarterly Report the Company inadvertently and incorrectly checked the box indicating that it was a “non-accelerated filer” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company is filing this Amendment No. 1 (the “Amendment”) to correct the error on the cover page of the Original Quarterly Report to indicate that the Company is not a “non-accelerated filer” but is instead an “accelerated filer,” as defined in Rule 12b-2 of the Exchange Act.

 

Except for the foregoing change to the cover page of the Original Quarterly Report, no other information included in the Original Quarterly Report is amended by this Amendment. This Amendment speaks as of the original filing date of the Original Quarterly Report and does not reflect events occurring after the filing date of the Original Quarterly Report, or modify or update the disclosures therein in any way other than as required to reflect the correction to the cover page of the Original Quarterly Report described herein.

 

2

 

PART II—OTHER INFORMATION

 

ITEM 6. 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 Company’s Form 8-K filed on December 16, 2016).
2.2		Purchase and Sale Agreement, dated May 10, 2017, by and among Anadarko E&P Onshore LLC, Admiral A Holding L.P., TE Admiral A Holding L.P., Aurora C-I Holding L.P. and WHR Eagle Ford LLC (incorporated by reference to Exhibit 2.2 to the Company’s Form 10-Q filed on May 15, 2017).
2.3		Purchase and Sale Agreement, dated May 10, 2017, by and among Anadarko E&P Onshore LLC, Anadarko Energy Services Company and WHR Eagle Ford LLC (incorporated by reference to Exhibit 2.3 to the Company’s Form 10-Q filed on May 15, 2017).
2.4		Purchase and Sale Agreement, dated February 12, 2018, by and between WildHorse Resources II, LLC and Tanos Energy Holdings III, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on February 15, 2018).
3.1		Amended and Restated Certification of Incorporation of WildHorse Resource Development Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on December 22, 2016).
3.2		Amended and Restated Bylaws of WildHorse Resource Development Corporation, effective December 19, 2016 (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed on December 22, 2016).
3.3		Certificate of Designations, 6.00% Series A Perpetual Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on July 7, 2017).
4.1		Indenture, dated as of February 1, 2017, by and among WildHorse Resource Development Corporation, the subsidiary guarantors named therein and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on February 1, 2017).
4.2		Form of 6.875% Senior Note due 2025 (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on February 1, 2017).
4.3		Registration Rights Agreement, dated as of February 1, 2017, by and among WildHorse Resource Development Corporation, the subsidiary guarantors named therein and Wells Fargo Securities, LLC, as representative of the initial purchasers named therein (incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K filed on February 1, 2017).
4.4		Amended and Restated Registration Rights Agreement dated as of June 30, 2017 by and between WildHorse Resource Development Corporation and WHR Holdings, LLC, Esquisto Holdings, LLC, WHE AcqCo Holdings, LLC, NGP XI US Holdings, L.P., Jay C. Graham, Anthony Bahr, CP VI Eagle Holdings, L.P., EIGF Aggregator LLC, TE Drilling Aggregator LLC and Aurora C-1 Holding L.P. (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on July 7, 2017).
4.5		Preferred Stock Purchase Agreement, dated as of May 10, 2017, by and among WildHorse Resource Development Corporation and CP VI Eagle Holdings, L.P. (incorporated by reference to Exhibit 4.4 to the Company’s Form 10-Q filed on May 15, 2017).
4.6		Second Supplemental Indenture, dated as of January 8, 2018 among Burleson Sand LLC, WildHorse Resource Development Corporation, the other subsidiary guarantors named therein and U.S. Bank national Association, as Trustee (incorporated by reference to Exhibit 4.6 to the Company’s Form 10-K filed on March 12, 2018).
4.7		First Supplemental Indenture, dated as of June 30, 2017, by and among WHR Eagle Ford LLC, WildHorse Resource Development Corporation, the other subsidiary guarantors named therein and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.6 to the Company’s Form 10-Q filed on August 10, 2017).
4.8		Registration Rights Agreement, dated as of September 19, 2017, by and among WildHorse Resource Development Corporation, the subsidiary guarantors named therein and Wells Faro Securities, LLC, as representative of the initial purchasers named therein (incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K filed on September 20, 2017).
4.9		Registration Rights Agreement, dated as of April 20, 2018, by and among WildHorse Resource Development Corporation, the subsidiary guarantors named therein and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K filed on April 23, 2018).

 

3

 

Exhibit Number		Description
10.1		Indemnification Agreement, dated as of March 9, 2018, by and between WildHorse Resource Development Corporation and Jay C. Graham (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on March 9, 2018).
10.2		Indemnification Agreement, dated as of March 9, 2018, by and between WildHorse Resource Development Corporation and Anthony Bahr (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on March 9, 2018).
10.3		Indemnification Agreement, dated as of March 9, 2018, by and between WildHorse Resource Development Corporation and Andrew J. Cozby (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on March 9, 2018).
10.4		Indemnification Agreement, dated as of March 9, 2018, by and between WildHorse Resource Development Corporation and Steve Habachy (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on March 9, 2018).
10.5		Indemnification Agreement, dated as of March 9, 2018, by and between WildHorse Resource Development Corporation and Kyle N. Roane (incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K filed on March 9, 2018).
10.6		Indemnification Agreement, dated as of March 9, 2018, by and between WildHorse Resource Development Corporation and Richard D. Brannon (incorporated by reference to Exhibit 10.6 to the Company’s Form 8-K filed on March 9, 2018).
10.7		Indemnification Agreement, dated as of March 9, 2018, by and between WildHorse Resource Development Corporation and Scott A. Gieselman (incorporated by reference to Exhibit 10.7 to the Company’s Form 8-K filed on March 9, 2018).
10.8		Indemnification Agreement, dated as of March 9, 2018, by and between WildHorse Resource Development Corporation and David W. Hayes (incorporated by reference to Exhibit 10.8 to the Company’s Form 8-K filed on March 9, 2018).
10.9		Indemnification Agreement, dated as of March 9, 2018, by and between WildHorse Resource Development Corporation and Tony R. Weber (incorporated by reference to Exhibit 10.9 to the Company’s Form 8-K filed on March 9, 2018).
10.10		Indemnification Agreement, dated as of March 9, 2018, by and between WildHorse Resource Development Corporation and Jonathan M. Clarkson (incorporated by reference to Exhibit 10.10 to the Company’s Form 8-K filed on March 9, 2018).
10.11		Indemnification Agreement, dated as of March 9, 2018, by and between WildHorse Resource Development Corporation and Grant E. Sims (incorporated by reference to Exhibit 10.11 to the Company’s Form 8-K filed on March 9, 2018).
10.12		Indemnification Agreement, dated as of March 9, 2018, by and between WildHorse Resource Development Corporation and Brian A. Bernasek (incorporated by reference to Exhibit 10.12 to the Company’s Form 8-K filed on March 9, 2018).
10.13		Indemnification Agreement, dated as of March 9, 2018, by and between WildHorse Resource Development Corporation and Martin W. Sumner (incorporated by reference to Exhibit 10.13 to the Company’s Form 8-K filed on March 9, 2018).
10.14		Indemnification Agreement, dated as of March 9, 2018, by and between WildHorse Resource Development Corporation and Stephanie C. Hildebrandt (incorporated by reference to Exhibit 10.14 to the Company’s Form 8-K filed on March 9, 2018).
10.15		Fourth Amendment to Credit Agreement, dated as of March 23, 2018, by and among WildHorse Resource Development Corporation, each of the guarantors party thereto, and Wells Fargo Bank, National Association, as Administrative Agent for the Lenders party thereto, BMO Harris Bank, N.A., as Syndication Agent, the Lenders party thereto and the other parties party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on March 27, 2018).
31.1		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 31.1 to the Company’s Form 10-Q filed on May 10, 2018).
31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 31.2 to the Company’s Form 10-Q filed on May 10, 2018).
31.3*		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
31.4*		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
32.1		Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.1 to the Company’s Form 10-Q filed on May 10, 2018).
101.CAL*		XBRL Calculation Linkbase Document.

 

4

 

Exhibit Number		Description
101.DEF*		XBRL Definition Linkbase Document.
101.INS*		XBRL Instance Document.
101.LAB*		XBRL Labels Linkbase Document.
101.PRE*		XBRL Presentation Linkbase Document.
101.SCH*		XBRL Schema Document.

 

*                          Filed or furnished as an exhibit to this Quarterly Report on Form 10-Q.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

		WildHorse Resource Development Corporation
		(Registrant)
Date:	May 14, 2018	By:	/s/ Andrew J. Cozby
		Name:	Andrew J. Cozby
		Title:	Executive Vice President and Chief Financial Officer

 

5

Exhibit 31.3

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)

OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

 

I, Jay C. Graham, certify that:

 

1.              I have reviewed this Quarterly Report on Form 10-Q/A of WildHorse Resource Development Corporation;

 

2.              Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

Date: May 14, 2018	/s/ Jay C. Graham
	Jay C. Graham
	Chief Executive Officer
	WildHorse Resource Development Corporation

 

Exhibit 31.4

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)

OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

 

I, Andrew J. Cozby, certify that:

 

1.              I have reviewed this Quarterly Report on Form 10-Q/A of WildHorse Resource Development Corporation;

 

2.              Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

Date: May 14, 2018	/s/ Andrew J. Cozby
	Andrew J. Cozby
	Executive Vice President & Chief Financial Officer
	WildHorse Resource Development Corporation