F1On February 1, 2019, pursuant to the Agreement and Plan of Merger dated as of October 29, 2018 (the "Merger Agreement"), by and among WildHorse Resource Development Corporation (the "Company"), Chesapeake Energy Corporation ("Chesapeake") and Coleburn Inc. ("Merger Sub"), as amended, Merger Sub merged with an into the Company (the "Merger"), with the Company surviving the Merger and continuing as a wholly-owned subsidiary of Chesapeake.
F2Pursuant to the Merger Agreement, each share of Company common stock issued and outstanding prior to the effective time of the Merger owned by the Reporting Person was converted at such time into the right to receive either (i) 5.336 shares of Chesapeake common stock and $3.00 in cash, or (ii) 5.989 shares of Chesapeake common stock, in each case, with cash in lieu for any fractional shares. The closing price per share of Chesapeake common stock on the day prior to the effective date of the Merger was $2.85.
F3This form is jointly filed by NGP XI US Holdings, L.P. ("NGP XI US Holdings"), NGP XI Holdings GP, L.L.C. ("NGP XI Holdings GP"), NGP Natural Resources XI, L.P. ("NGP Natural Resources XI"), G.F.W. Energy XI, L.P. ("GFW Energy XI"), GFW XI, L.L.C. ("GFW XI") and NGP Energy Capital Management, L.L.C. ("NGP ECM"). On December 12, 2016, Esquisto Holdings, LLC ("Esquisto Holdings") and WHE AcqCo Holdings, LLC ("Acquisition Co. Holdings") entered into a Master Contribution Agreement, pursuant to which, immediately prior to the closing of the Company's initial public offering, certain of the parties thereto, including Esquisto Holdings and Acquisition Co. Holdings, contributed their membership interest in certain entities to the Company in exchange for shares of the Company's common stock.
F4(Continued from Footnote 3) Immediately prior to the effective time of the Merger, Esquisto Holdings and Acquisition Co. Holdings held 26,699,709 shares and 2,563,266 shares of common stock of the Company, respectively. Esquisto Investment Holdings, LLC ("Esquisto Investment Holdings") owns 100% of the capital interests in Esquisto Holdings, and NGP XI US Holdings has shared rights to appoint a majority of the board of managers of Esquisto Investment Holdings. Further, NGP XI US Holdings owns 100% of the capital interests in Acquisition Co. Holdings. As a result, NGP XI US Holdings may be deemed to indirectly beneficially own the shares held by each of Esquisto Holdings and Acquisition Co. Holdings. NGP XI US Holdings disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein.
F5(Continued from Footnote 4) NGP XI Holdings GP (the sole general partner of NGP XI US Holdings), NGP Natural Resources XI (the sole member of NGP XI Holdings GP), G.F.W. Energy XI (the sole general partner of NGP Natural Resources XI) and GFW XI (the sole general partner of GFW Energy XI) may each be deemed to share voting and dispositive power over the reported shares and therefore may also be deemed to be the beneficial owner of these shares. GFW XI has delegated full power and authority to manage NGP XI US Holdings to NGP ECM and accordingly, NGP ECM may be deemed to share voting and dispositive power over these shares and therefore may also be deemed to be the beneficial owner of these shares. Each of NGP XI Holdings GP, NGP Natural Resources XI, GFW Energy XI, GFW XI and NGP ECM disclaims beneficial ownership of the reported securities in excess of its pecuniary interest therein.
F6Prior to the effective time of the Merger, Esquisto Holdings and Acquisition Co. Holdings were parties to a Stockholders' Agreement (the "Stockholders' Agreement"), pursuant to which, each of the parties thereto agreed, among other things, to cause the shares of Company common stock and any equity securities of the Comapny held by such party to be voted for the individuals properly designated by the parties to the Stockholders' Agreement for election to the Company's board of directors. As a result, the parties thereto may have been deemed to be members of a group holding over 10% of the outstanding common stock of the Company (the "Group") for the purposes of Section 13(d)(3) of the Exchange Act of 1934, as amended (the "Exchange Act").
F7NGP XI US Holdings disclaims beneficial ownership of the shares of Company common stock held by the members of the Group, except to the extent of its pecuniary interest therein, and this statement shall not be construed as an admission that NGP XI US Holdings is or was the beneficial owner of any such shares for purposes of Section 16 of the Exchange Act or for any other purpose.