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EX-10.1 - EX-10.1 - WildHorse Resource Development Corpd396944dex101.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 4, 2017

WildHorse Resource Development Corporation

(Exact name of registrant as specified in its charter)

 

Delaware   001-37964   81-3470246
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)

9805 Katy Freeway, Suite 400

Houston, TX 77024

(Address of principal executive offices) (Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

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.  ☒

 

 

 


Item 1.01. Entry into a Material Definitive Agreement.

Third Amendment to Credit Agreement

On October 4, 2017, WildHorse Resource Development Corporation (the “Company”), Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”), and the other parties thereto entered into a third amendment to the Credit Agreement, dated as of December 19, 2016 (as amended, the “Credit Agreement”), by and among the Company, the Administrative Agent and the other agents and lenders party thereto (the “Third Amendment”). The Third Amendment, among other things, increases (i) the Borrowing Base (as defined in the Credit Agreement) from $612,500,000 to $875,000,000 and (ii) the Aggregate Elected Commitment Amounts (as defined in the Credit Agreement) to $875,000,000, subject to the other terms and conditions of the Third Amendment and the Credit Agreement.

The representations and warranties of the Company and its subsidiaries in the Third Amendment were made only for purposes of that agreement and as of specific dates and were solely for the benefit of the lenders party thereto. The Third Amendment is a contractual document that establishes and governs the legal relations among the parties thereto and is not intended to be a source of factual, business, or operational information about the Company and its subsidiaries or their future activities. Accordingly, such representations and warranties in the Third Amendment should not be relied upon as characterizations of the actual state of facts, circumstances or plans.

Certain of the lenders under the Credit Agreement and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial and investment banking services for the Company and its subsidiaries, for which they received or will receive customary fees and expenses. Certain affiliates of the lenders under the Credit Agreement have acted, and may in the future act, as underwriters of certain of the Company’s debt and equity issuances.

The foregoing summary of the Third Amendment is not complete and is qualified in its entirety by reference to the full text of the Third Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The description of the Third Amendment above under Item 1.01 is incorporated in this Item 2.03 by reference.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number

  

Description

10.1    Third Amendment to Credit Agreement, dated as of October 4, 2017, 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.


SIGNATURES

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

 

WILDHORSE RESOURCE DEVELOPMENT

CORPORATION

By:

  /s/ Kyle N. Roane
 

 

Name:    

  Kyle N. Roane

Title:

  Executive Vice President, General Counsel and Corporate Secretary

Dated: October 5, 2017