If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
The information required on the remainder of this cover page
shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
|
|
|
CUSIP No. 15136A 102
|
|
Page
2
of 19
|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSON
Centennial Resource Development, LLC
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a): ☐ (b): ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
12,227,062
|
|
8
|
|
SHARED VOTING POWER
-0 -
|
|
9
|
|
SOLE DISPOSITIVE POWER
12,227,062
|
|
10
|
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,227,062
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 11
6.7%*
|
14
|
|
TYPE OF REPORTING PERSON
OO (Limited Liability Company)
|
*
|
The calculation assumes 183,050,000 shares of Class A Common Stock are outstanding, per information contained in the Issuers current reports on Form 8-K filed October 11, 2016 and October 14, 2016 with the
Securities and Exchange Commission (the SEC). The assumed 183,050,000 shares of Class A Common Stock outstanding consist of (a) 164,349,079 shares of outstanding Class A Common Stock and (b) 19,155,921 common units (CRP Common
Units) of Centennial Resource Production, LLC (CRP) which are exchangeable for shares of Class A Common Stock of the Issuer on a one-for one basis at any time, subject to the terms and conditions of the A&R LLC Agreement (as
defined below) and as described further in Item 5.
|
2
|
|
|
CUSIP No. 15136A 102
|
|
Page
3
of 19
|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSON
NGP X US Holdings, L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a): ☐ (b): ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
-0-
|
|
8
|
|
SHARED VOTING POWER
14,909,023 (see items 3, 4 and 5)*
|
|
9
|
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
|
SHARED DISPOSITIVE POWER
14,909,023 (see items 3, 4 and 5)*
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,909,023 (see items 3, 4 and 5)*
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 11
8.1%**
|
14
|
|
TYPE OF REPORTING PERSON
PN (Limited Partnership)
|
*
|
As further described in Item 5, NGP X US Holdings, L.P. may be deemed to beneficially own the shares of Class A Common Stock of the Issuer that are held by Centennial Resource Development, LLC (CRD) and NGP
Centennial Follow-On LLC (Follow-On).
|
**
|
The calculation assumes 183,050,000 shares of Class A Common Stock are outstanding, per information contained in the Issuers current reports on Form 8-K filed October 11, 2016 and October 14, 2016 with the SEC.
The assumed 183,050,000 shares of Class A Common Stock outstanding consist of (a) 164,349,079 shares of outstanding Class A Common Stock and (b) 19,155,921 CRP Common Units, which are exchangeable for shares of Class A Common Stock of the Issuer on
a one-for one basis at any time, subject to the terms and conditions of the A&R LLC Agreement and as described further in Item 3.
|
3
|
|
|
CUSIP No. 15136A 102
|
|
Page
4
of 19
|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSON
NGP X Holdings GP, L.L.C.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a): ☐ (b): ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
-0-
|
|
8
|
|
SHARED VOTING POWER
14,909,023 (see items 3, 4 and 5)*
|
|
9
|
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
|
SHARED DISPOSITIVE POWER
14,909,023 (see items 3, 4 and 5)*
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,909,023 (see items 3, 4 and 5)*
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 11
8.1%**
|
14
|
|
TYPE OF REPORTING PERSON
OO (Limited Liability Company)
|
*
|
As further described in Item 5, NGP X Holdings GP, L.L.C. may be deemed to beneficially own the shares of Class A Common Stock of the Issuer that are held by CRD and Follow-On.
|
**
|
The calculation assumes 183,050,000 shares of Class A Common Stock are outstanding, per information contained in the Issuers current reports on Form 8-K filed October 11, 2016 and October 14, 2016 with the SEC.
The assumed 183,050,000 shares of Class A Common Stock outstanding consist of (a) 164,349,079 shares of outstanding Class A Common Stock and (b) 19,155,921 CRP Common Units, which are exchangeable for shares of Class A Common Stock of the Issuer on
a one-for one basis at any time, subject to the terms and conditions of the A&R LLC Agreement and as described further in Item 3.
|
4
|
|
|
CUSIP No. 15136A 102
|
|
Page
5
of 19
|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSON
NGP Natural Resources X, L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a): ☐ (b): ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
-0-
|
|
8
|
|
SHARED VOTING POWER
14,909,023 (see items 3, 4 and 5)*
|
|
9
|
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
|
SHARED DISPOSITIVE POWER
14,909,023 (see items 3, 4 and 5)*
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,909,023 (see items 3, 4 and 5)*
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 11
8.1%**
|
14
|
|
TYPE OF REPORTING PERSON
PN (Limited Partnership)
|
*
|
As further described in Item 5, NGP Natural Resources X, L.P. may be deemed to beneficially own the shares of Class A Common Stock of the Issuer that are held by CRD and Follow-On.
|
**
|
The calculation assumes 183,050,000 shares of Class A Common Stock are outstanding, per information contained in the Issuers current reports on Form 8-K filed October 11, 2016 and October 14, 2016 with the SEC.
The assumed 183,050,000 shares of Class A Common Stock outstanding consist of (a) 164,349,079 shares of outstanding Class A Common Stock and (b) 19,155,921 CRP Common Units, which are exchangeable for shares of Class A Common Stock of the Issuer on
a one-for one basis at any time, subject to the terms and conditions of the A&R LLC Agreement and as described further in Item 3.
|
5
|
|
|
CUSIP No. 15136A 102
|
|
Page
6
of 19
|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSON
G.F.W. Energy X, L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a): ☐ (b): ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
-0-
|
|
8
|
|
SHARED VOTING POWER
14,909,023 (see items 3, 4 and 5)*
|
|
9
|
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
|
SHARED DISPOSITIVE POWER
14,909,023 (see items 3, 4 and 5)*
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,909,023 (see items 3, 4 and 5)*
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 11
8.1%**
|
14
|
|
TYPE OF REPORTING PERSON
PN (Limited Partnership)
|
*
|
As further described in Item 5, G.F.W. Energy X, L.P. may be deemed to beneficially own the shares of Class A Common Stock of the Issuer that are held by CRD and Follow-On.
|
**
|
The calculation assumes 183,050,000 shares of Class A Common Stock are outstanding, per information contained in the Issuers current reports on Form 8-K filed October 11, 2016 and October 14, 2016 with the SEC.
The assumed 183,050,000 shares of Class A Common Stock outstanding consist of (a) 164,349,079 shares of outstanding Class A Common Stock and (b) 19,155,921 CRP Common Units, which are exchangeable for shares of Class A Common Stock of the Issuer on
a one-for one basis at any time, subject to the terms and conditions of the A&R LLC Agreement and as described further in Item 3.
|
6
|
|
|
CUSIP No. 15136A 102
|
|
Page
7
of 19
|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSON
GFW X, L.L.C.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a): ☐ (b): ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
-0-
|
|
8
|
|
SHARED VOTING POWER
14,909,023 (see items 3, 4 and 5)*
|
|
9
|
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
|
SHARED DISPOSITIVE POWER
14,909,023 (see items 3, 4 and 5)*
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,909,023 (see items 3, 4 and 5)*
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 11
8.1%**
|
14
|
|
TYPE OF REPORTING PERSON
OO (Limited Liability Company)
|
*
|
As further described in Item 5, GFW X, L.L.C. may be deemed to beneficially own the shares of Class A Common Stock of the Issuer that are held by CRD and Follow-On.
|
**
|
The calculation assumes 183,050,000 shares of Class A Common Stock are outstanding, per information contained in the Issuers current reports on Form 8-K filed October 11, 2016 and October 14, 2016 with the SEC.
The assumed 183,050,000 shares of Class A Common Stock outstanding consist of (a) 164,349,079 shares of outstanding Class A Common Stock and (b) 19,155,921 CRP Common Units, which are exchangeable for shares of Class A Common Stock of the Issuer on
a one-for one basis at any time, subject to the terms and conditions of the A&R LLC Agreement and as described further in Item 3.
|
7
|
|
|
CUSIP No. 15136A 102
|
|
Page
8
of 19
|
|
|
|
|
|
|
|
1
|
|
NAMES OF
REPORTING PERSON
NGP Energy Capital Management, L.L.C.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a): ☐ (b): ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Texas
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
-0-
|
|
8
|
|
SHARED VOTING POWER
19,155,921 (see items 3, 4 and 5)*
|
|
9
|
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
|
SHARED DISPOSITIVE POWER
19,155,921
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,155,921(see items 3, 4 and 5)*
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 11
10.5%**
|
14
|
|
TYPE OF REPORTING PERSON
OO (Limited Liability Company)
|
*
|
As further described in Item 5, NGP Energy Capital Management, L.L.C. may be deemed to beneficially own the shares of Class A Common Stock of the Issuer that are held by CRD, Follow-On and Celero Energy Company, LP.
|
**
|
The calculation assumes 183,050,000 shares of Class A Common Stock are outstanding, per information contained in the Issuers current reports on Form 8-K filed October 11, 2016 and October 14, 2016 with the SEC.
The assumed 183,050,000 shares of Class A Common Stock outstanding consist of (a) 164,349,079 shares of outstanding Class A Common Stock and (b) 19,155,921 CRP Common Units, which are exchangeable for shares of Class A Common Stock of the Issuer on
a one-for one basis at any time, subject to the terms and conditions of the A&R LLC Agreement and as described further in Item 3.
|
8
Item 1.
|
Security and Issuer
|
This Schedule 13D (the Schedule 13D) relates to
(i) Class A Common Stock, par value $0.0001 (Class A Common Stock) of Centennial Resource Development, Inc. (formerly known as Silver Run Acquisition Corporation), a Delaware corporation (the Issuer) having a CUSIP
No. of 15136A 102, (ii) Class C Common Stock, par value $0.0001 of the Issuer (Class C Common Stock) and (iii) common units (CRP Common Units) of Centennial Resource Production, LLC (CRP), a subsidiary
of the Issuer, which are exchangeable for shares of Class A Common Stock of the Issuer on a one-for one basis at any time, subject to the terms and conditions of the A&R LLC Agreement (as defined below). The principal executive offices of
the Issuer are located at 1401 Seventeenth Street, Suite 1000, Denver, Colorado 80202.
Item 2.
|
Identity and Background
|
The information set forth in or incorporated by
reference in Item 4 of this Schedule 13D is incorporated by reference in its entirety into this Item 2.
(a),(f) This Schedule
13D is being filed jointly by each of the following persons:
|
(i)
|
Centennial Resource Development, LLC, a Delaware limited liability company (CRD);
|
|
(ii)
|
NGP X US Holdings, L.P. a Delaware limited partnership (NGP X US Holdings);
|
|
(iii)
|
NGP X Holdings GP, L.L.C., a Delaware limited liability company (NGP X US Holdings GP);
|
|
(iv)
|
NGP Natural Resources X, L.P., a Delaware limited partnership (NGP NR X);
|
|
(v)
|
G.F.W. Energy X, L.P., a Delaware limited partnership (GFW Energy X);
|
|
(vi)
|
GFW X, L.L.C., a Delaware limited liability company (GFW X); and
|
|
(vii)
|
NGP Energy Capital Management, L.L.C., a Texas limited liability company (NGP ECM).
|
CRD, NGP X US Holdings, NGP X US Holdings GP, NGP NR X, GFW Energy X, GFW X and NGP ECM are collectively referred to as the Reporting
Persons.
The Reporting Persons have entered into a Joint Filing Agreement, dated the date hereof, a copy of which is filed with
this Schedule 13D as Exhibit A (which is hereby incorporated by reference) pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities and Exchange Act
of 1934, as amended (the Act). Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by
any other Reporting Person.
Certain information required by this Item 2 concerning the executive officers, directors and managers of
the Reporting Persons is set forth on Schedule I, attached hereto, which is incorporated herein by reference.
(b) The address of the
principal office of CRD, NGP X US Holdings, NGP X US Holdings GP, NGP NR X, GFW Energy X, GFW X and NGP ECM is 5221 N. OConnor Boulevard, Suite 1100, Irving, Texas 75039.
(c) The name, residence or business address, present principal occupation or employment and citizenship of each director, executive officer,
trustees, general partners, managing members and control persons, as applicable, of each of the Reporting Persons are listed on Schedule I hereto.
|
(i)
|
CRDs principal business is to hold shares of Class A Common Stock, Class C Common Stock and CRP Common Units, as applicable;
|
|
(ii)
|
NGP X US Holdings is a fund managed by NGP ECM whose primary business activity is investing in various companies;
|
|
(iii)
|
NGP X US Holdings GPs primary business is to hold general partner interests in NGP X US Holdings;
|
9
|
(iv)
|
NGP NR X is a fund managed by NGP ECM whose primary business activity is investing in various companies;
|
|
(v)
|
GFW Energy Xs principal business is to hold general partner interests in NGP NR X;
|
|
(vi)
|
GFW Xs principal business is to hold general partner interests in GFW Energy X; and
|
|
(vii)
|
NGP ECMs principal business is to manage various private investment funds, including NGP X US Holdings and NGP NR X.
|
(d) During the last five years, none of the Reporting Persons or the persons named in Schedule I has been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors).
(e) During the last five years, none of the Reporting Persons or the persons
named in Schedule I was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, U.S. federal or state securities laws or finding any violations with respect to such laws.
Item 3.
|
Source and Amount of Funds or Other Consideration
|
On October 11, 2016 (the
Closing Date), CRD, NGP Centennial Follow-On LLC, a Delaware limited liability company (Follow-On), Celero Energy Company, LP, a Delaware limited partnership (Celero and, together with CRD and Follow-On, the
Centennial Contributors), Centennial Resource Production, LLC, a Delaware limited liability company (CRP) and New Centennial, LLC, a Delaware limited liability company (NewCo) consummated (the Closing)
the sale of 89% of the outstanding membership interests in CRP to the Issuer, pursuant to (i) that certain Contribution Agreement, dated as of July 6, 2016 (as amended by Amendment No. 1 thereto, dated as of July 29, 2016, the
Contribution Agreement), by and among the Centennial Contributors, CRP and NewCo, (ii) that certain Assignment Agreement, dated as of October 7, 2016, between NewCo and Silver Run Acquisition Corporation and (iii) that
certain Joinder Agreement, dated as of October 7, 2016, by Silver Run Acquisition Corporation. The acquisition and the other transactions contemplated by the Contribution Agreement are collectively referred to herein as the Business
Combination.
In connection with the Business Combination, (i) the Issuer contributed $1,485,999,739.31 to CRP, (ii) CRP
paid the Centennial Contributors $1,186,744,348 in aggregate cash consideration, (iii) the Centennial Contributors retained an aggregate of 20,000,000 CRP Common Units, representing approximately 11% of the outstanding membership interests in
CRP, with (A) 12,227,062 CRP Common Units being retained by CRD, (B) 3,526,040 CRP Common Units being retained by Follow-On and (C) 4,246,898 CRP Common Units being retained by Celero, (iii) the Issuer issued to the Centennial
Contributors 20,000,000 shares of Class C Common Stock, par value $0.0001 per share (the Class C Common Stock), in the same proportions that the Centennial Contributors held CRP Common Units following the Closing and (iv) the Issuer
issued to CRD one share of Series A Preferred Stock, par value $0.0001 per share (the Series A Preferred Stock). The remaining CRP Common Units, which represent approximately 89% of the outstanding membership interests in CRP, were
issued to the Issuer. The Issuer is sole manager of CRP. As the sole manager, the Issuer has been delegated authority to control all of the day-to-day business affairs and decision making of CRP without the approval of any other member, unless
otherwise stated in the Fifth Amended and Restated Limited Liability Company Agreement of CRP, dated as of October 11, 2016 (the A&R LLC Agreement).
The holders of CRP Common Units may cause CRP to redeem, from time to time, all or a portion of their CRP Common Units for, at CRPs
option, newly-issued shares of the Issuers Class A Common Stock on a one-for-one basis or a cash payment equal to the average of the volume-weighted closing price of one share of Class A Common Stock for the five trading days prior
to the date the holder delivers a notice of redemption for each CRP Common Unit redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications). Upon any such redemption or exchange of CRP Common Units,
a corresponding number of shares of Class C Common Stock will be cancelled.
A holder of Class C Common Stock may transfer shares of Class
C Common Stock to any transferee (other than the Issuer) only if, and only to the extent permitted by the A&R LLC Agreement, such holder also simultaneously transfers an equal number of such holders CRP Common Units to such transferee in
compliance with the A&R LLC
10
Agreement. Holders of Class C Common Stock vote together as a single class with holders of Class A Common Stock on all matters properly submitted to a vote of the stockholders of the Issuer.
Holders of Class C Common Stock are not entitled to any dividends from the Issuer and are not entitled to receive any of the Issuers assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the
Issuers affairs.
For so long as the Series A Preferred Stock remains outstanding, CRD is entitled to nominate one director for
election to the Issuers board of directors (the board) in connection with any vote of its stockholders for the election of directors, and the vote of CRD is the only vote required to elect such nominee to the board. CRD, as the
holder of the Series A Preferred Stock, is not entitled to any dividends from the Issuer, but is entitled to preferred distributions in liquidation in the amount of $0.0001 per share of Series A Preferred Stock. The Series A Preferred Stock is
redeemable by the Issuer (a) at such time as CRD and its affiliates cease to own, in the aggregate, at least 5,000,000 CRP Common Units and/or shares of Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and other similar transactions), (b) at any time at CRDs option or (c) upon a breach by CRD of the transfer restrictions relating to the Series A Preferred Stock.
Following the Closing on the Closing Date, Follow-On distributed 844,079 CRP Common Units to Carlyle Partners VI Centennial Holdings L.P., a
Delaware limited partnership (Carlyle) and member of Follow-On, pursuant to that certain Redemption Agreement by and between Follow-On and Carlyle dated as of the Closing Date (the Redemption Agreement). Following such
distribution, the Issuer exchanged such CRP Common Units for an equivalent amount of shares of Class A Common Stock and the cancellation of a corresponding number of shares of Class C Common Stock. After giving effect to the aforementioned
transactions (collectively, the Redemption), Follow-On owned 2,681,961 CRP Common Units. In addition, in connection with such transactions, affiliates of Carlyle, Follow-On and NGP X US Holdings entered into a Coordination Agreement (the
Coordination Agreement), pursuant to which Carlyle agreed not to offer, sell, contract to sell, pledge or otherwise dispose of any shares of Class A Common Stock other than (i) to affiliates of Carlyle or (ii) concurrently
with and on a proportionate basis with sales of Class A Common Stock by Follow-On and NGP X US Holdings.
The terms, rights,
obligations and preferences of the Series A Preferred Stock are set forth in that certain Certificate of Designation of Series A Preferred Stock (the Certificate of Designation) filed by the Issuer with the Secretary of State of the
State of Delaware on October 11, 2016.
The descriptions of the Contribution Agreement, A&R LLC Agreement, the Redemption
Agreement, the Coordination Agreement and the Certificate of Designation set forth in this Item 3 do not purport to be complete and are qualified in their entirety by reference to the full text of the Contribution Agreement, A&R LLC
Agreement, the Redemption Agreement, the Coordination Agreement and the Certificate of Designation, which have been filed as
Exhibit B
,
Exhibit C
,
Exhibit D
,
Exhibit E
and
Exhibit F
, respectively, and are
incorporated herein by reference.
Item 4.
|
Purpose of Transaction
|
The information set forth in or incorporated by reference
in Item 2, Item 3, Item 5, Item 6 and Schedule I of this Schedule 13D is incorporated by reference in its entirety into this Item 4.
The Centennial Contributors were issued (i) CRP Common Units, which are exchangeable into shares of Class A Common Stock of the
Issuer, and (ii) Class C Common Stock pursuant to the Business Combination and hold such CRP Common Units for investment purposes. The Reporting Persons may change their plans or proposals in the future.
The following describes plans or proposals, including those in connection with the purchase, that the Reporting Persons may have with respect
to the matters set forth in Item 4(a)-(j) of Schedule 13D.
Amended and Restated Limited Liability Agreement of CRP
Following the completion of the Business Combination, the Issuer operates its business through CRP and its subsidiaries. At
the Closing, the Issuer and the Centennial Contributors entered into CRPs A&R LLC Agreement. Under the A&R LLC Agreement, the Issuer became a member and the sole manager of CRP. The A&R LLC Agreement provides, among other
things, the following terms.
11
Distributions.
The A&R LLC Agreement allows for distributions to be made by CRP to its
members on a pro rata basis out of distributable cash (as defined in the A&R LLC Agreement). CRP may make distributions out of distributable cash periodically to the extent permitted by the debt agreements of CRP and necessary to
enable the Issuer to cover its operating expenses and other obligations, as well as to make dividend payments, if any, to the holders of our Class A Common Stock. In addition, the A&R LLC Agreement generally requires CRP to make pro rata
distributions to its members in an amount at least sufficient to allow its members to pay their taxes.
CRP Common Unit Redemption
Right.
The A&R LLC Agreement provides a redemption right to the Centennial Contributors which entitles them to cause CRP to redeem, from time to time, all or a portion of their CRP Common Units for, at CRPs option,
newly-issued shares of the Issuers Class A Common Stock on a one-for-one basis or a cash payment equal to the average of the volume-weighted closing price of one share of Class A Common Stock for the five trading days prior to the
date the Centennial Contributors deliver a notice of redemption for each CRP Common Unit redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications). In the event of a reclassification
event (as defined in the A&R LLC Agreement), the manager is to ensure that each CRP Common Unit is redeemable for the same amount and type of property, securities or cash that a share of Class A Common Stock becomes exchangeable for
or converted into as a result of such reclassification event. Upon the exercise of the redemption right, the Centennial Contributor will surrender its CRP Common Units to CRP for cancellation. The A&R LLC Agreement requires that
we contribute cash or shares of our Class A Common Stock to CRP in exchange for a number of CRP Common Units in CRP equal to the number of CRP Common Units to be redeemed from the Centennial Contributor. CRP will then distribute such cash or
shares of Class A Common Stock to such Centennial Contributor to complete the redemption. Upon the exercise of the redemption right, the Issuer may, at its option, effect a direct exchange of cash or Class A Common Stock for such CRP
Common Units in lieu of such a redemption. Upon the redemption or exchange of CRP Common Units held by a Centennial Contributor, a corresponding number of shares of Class C Common Stock will be cancelled.
Issuer Change of Control.
In connection with the occurrence of a manager change of control (as defined in the A&R
LLC Agreement), the Issuer has the right to require each other member of CRP to cause CRP to redeem some or all of such members CRP Common Units and a corresponding number of shares of Class C Common Stock, in each case, effective
immediately prior to the consummation of the manager change of control. From and after the date of such redemption, the CRP Common Units and shares of Class C Common Stock subject to such redemption shall be deemed to be transferred to the
Issuer and each such member shall cease to have any rights with respect to the CRP Common Units and shares of Class C Common Stock subject to such redemption (other than the right to receive shares of Class A Common Stock pursuant to such
redemption).
Certificate of Designation
On the Closing Date, the Issuer filed the Certificate of Designation with the Secretary of State of the State of Delaware, which sets forth the
terms, rights, obligations and preferences of Series A Preferred Stock owned by CRD. CRD may not transfer the Series A Preferred Stock or any rights, powers, preferences or privileges thereunder except to an affiliate (as defined in the
A&R LLC Agreement) of CRD. CRD, as the holder of the Series A Preferred Stock, is not entitled to vote on any matter on which stockholders generally are entitled to vote. In addition, CRD, as the holder of Series A Preferred Stock, is
not entitled to any dividends from the Issuer but is entitled to receive, after payment or provision for debts and liabilities and prior to any distribution in respect of Class A Common Stock or any other junior securities, liquidating
distributions in an amount equal to $0.0001 per share of Series A Preferred Stock in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Issuers affairs.
The Series A Preferred Stock is not convertible into any other security of the Issuer, but is redeemable for the par value thereof by the
Issuer (1) at such time that the Centennial Contributors and their affiliates cease to hold, in the aggregate, at least 5,000,000 CRP Common Units and/or shares of Class A Common Stock (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and other similar transactions), (2) at any time at the option of the holder thereof or (3) upon a breach of the transfer restrictions described above. For so long as the Series A Preferred Stock
remains outstanding, CRD, as the holder, is entitled to nominate one director for election to the board in connection with any vote of the Issuers stockholders for the election of directors, and the vote of CRD will be the only vote required
to elect the Series A Director to the board. So long as the Series A Preferred Stock remains outstanding, vacancies on the Issuers board resulting from the death, resignation, retirement, disqualification or removal of a
Series A Director will be filled only by the affirmative vote of the holder of the Series A Preferred Stock.
12
The descriptions of the A&R LLC Agreement and the Certificate of Designation set forth in
this Item 4 do not purport to be complete and are qualified in their entirety by reference to the full text of the A&R LLC Agreement and the Certificate of Designation, which have been filed as
Exhibit C
and
Exhibit F
,
respectively, and are incorporated herein by reference.
Item 5.
|
Interest in Securities of the Issuer
|
The information contained in rows 7, 8, 9,
10, 11 and 13 on the cover pages of this Schedule 13D and the information set forth or incorporated by reference in Items 2, 3, 4, 6 and Schedule I are hereby incorporated herein by reference.
(a)-(b) The following disclosure assumes that a total of 183,050,000 shares of Class A Common Stock are outstanding per information
contained in the Issuers current reports on Form 8-K filed October 11, 2016 and October 14, 2016 with the SEC. The assumed 183,050,000 outstanding shares consist of (a) 164,349,079 shares of outstanding Class A Common Stock
and (b) 19,155,921 CRP Common Units which are exchangeable for shares of Class A Common Stock of the Issuer on a one-for one basis at any time, subject to the terms and conditions of the A&R LLC Agreement and which the Reporting
Persons have assumed are exchanged for shares of Class A Common Stock for purposes of this Item 5.
|
(i)
|
CRD is the sole record owner of, and has the sole power to vote and dispose of, 12,227,062 (6.7%) shares of Class A Common Stock;
|
|
(ii)
|
NGP X US Holdings, NGP X US Holdings GP, NGP NR X, GFW Energy X, GFW X and NGP ECM do not directly own any shares of Class A Common Stock. NGP X US Holdings owns 99% of CRD, and certain members of CRDs
management team own the remaining 1%. As a result, NGP X US Holdings may be deemed to indirectly beneficially own the shares held by CRD. NGP X US Holdings disclaims beneficial ownership of these shares except to the extent of its pecuniary interest
therein. NGP X US Holdings GP (the sole general partner of NGP X US Holdings), NGP NR X (the sole member of NGP X US Holdings GP), GFW Energy X (the sole general partner of NGP NR X) and GFW X (the sole general partner of G.F.W. Energy X) 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 X has delegated full power and authority to manage NGP X 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 12,227,062 (6.7%) shares of Class A Common Stock.
|
|
(iii)
|
Celero Energy Management, LLC, the general partner of Celero (Celero GP), has voting and dispositive power over the 4,246,898 (2.3%) shares of Class A Common Stock owned by Celero. The board of
managers of Celero GP consists of David Hayes, Bruce Selkirk and Christopher Ray. None of such persons individually have voting and dispositive power over these shares, and the board of managers of Celero GP acts by majority vote and thus each such
person is not deemed to beneficially own the shares held by Celero GP. Natural Gas Partners VIII, L.P. (NGP VIII) owns 94.7% of the membership interests of Celero GP, and the remaining 5.3% is held by certain members of Celeros
management team and other minority owners. As a result, NGP VIII may be deemed to indirectly beneficially own these shares. NGP VIII disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein. G.F.W. Energy
VIII, L.P. (the sole general partner of NGP VIII) and GFW VIII, L.L.C. (the sole general partner of G.F.W. Energy VIII, L.P.) may each 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. GFW VIII, L.L.C. has delegated full power and authority to manage NGP VIII 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 4,246,898 (2.3%) shares of Class A Common Stock.
|
|
(iv)
|
Follow-On owns 2,681,961 (1.5%) shares of Class A Common Stock. Follow-On is managed by its managing
member, NGP X US Holdings. As such, NGP X US Holdings has voting and dispositive power over these shares. NGP X US Holdings disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein . NGP X US Holdings GP
(the sole general partner of
|
13
|
NGP X US Holdings), NGP NR X (the sole member of NGP X US Holdings GP), GFW Energy X (the sole general partner of NGP NR X) and GFW X (the sole general partner of G.F.W. Energy X) 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 X has delegated full power and authority to manage NGP X 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 2,681,961 (1.5%) shares of Class A Common Stock.
|
Except as set forth or incorporated by reference in this Item 5 or Schedule I, none of the persons named in Item 2 or Schedule I
beneficially owns shares of Class A Common Stock of the Issuer.
(c) There have been no reportable transactions with respect to the
shares of Class A Common Stock within the last 60 days by the Reporting Persons or, to the Reporting Persons knowledge, the Other Persons, except for the acquisition of beneficial ownership of the shares of Class A Common Stock being
reported on this Schedule 13D.
(d) To the Reporting Persons knowledge, no person other than the Reporting Persons, the Other
Reporting Persons or the persons named in Schedule I has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the respective securities beneficially owned by such persons.
(e) Not applicable.
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
The information set forth or incorporated in Items 1, 3, 4 and 5 is hereby incorporated herein by reference.
Registration Rights Agreement
In connection with the Closing, on October 11, 2016, the Issuer entered into an amended and restated registration rights agreement (the
Registration Rights Agreement) with the Centennial Contributors and certain other signatories thereto, pursuant to which the Centennial Contributors are entitled to certain registration, demand and piggyback rights relating to shares of
Class A Common Stock issuable upon the future redemption or exchange of the CRP Common Units owned by the Centennial Contributors and their permitted transferees.
Coordination Agreement
In connection with the Closing, on October 11, 2016, affiliates of Carlyle, Follow-On and NGP X US Holdings entered into a Coordination
Agreement, pursuant to which Carlyle agreed not to offer, sell, contract to sell, pledge or otherwise dispose of any shares of Class A Common Stock received in connection with the Redemption other than (i) to affiliates of Carlyle or
(ii) concurrently with and on a proportionate basis with sales of Class A Common Stock by Follow-On and NGP X US Holdings.
The
descriptions of the Registration Rights Agreement and the Coordination Agreement set forth in this Item 6 do not purport to be complete and are qualified in their entirety by reference to the full text of the Registration Rights Agreement and
the Coordination Agreement, which have been filed as
Exhibit G
and
Exhibit E
, respectively, and are incorporated herein by reference.
Item 7.
|
Material to Be Filed as Exhibits
|
|
|
|
|
|
Exhibit A
|
|
Joint Filing Agreement*
|
|
|
Exhibit B
|
|
Contribution Agreement, dated as of July 6, 2016, by and among Centennial Resource Development, LLC, NGP Centennial Follow-On LLC, Celero Energy Company, LP, Centennial Resource Production, LLC and New Centennial, LLC
(incorporated by reference to Annex A to Issuers Definitive Proxy Statement on Schedule 14A filed on September 23, 2016).
|
14
|
|
|
|
|
Exhibit C
|
|
Fifth Amended and Restated Limited Liability Company Agreement of Centennial Resource Production, LLC, dated as of October 11, 2016 (incorporated by reference to Exhibit 10.5 to Issuers current report on Form 8-K filed on
October 11, 2016).
|
|
|
Exhibit D
|
|
Redemption Agreement by and between NGP Centennial Follow-On LLC and Carlyle Partners VI Centennial Holdings, L.P.*
|
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|
Exhibit E
|
|
Coordination Agreement, dated as of October 11, 2016, by and among NGP Centennial Follow-On LLC, NGP X US Holdings, L.P. and CP VI-A Centennial, L.P.*
|
|
|
Exhibit F
|
|
Certificate of Designation of Series A Preferred Stock (incorporated by reference to Exhibit 3.2 to Issuers current report on Form 8-K filed on October 11, 2016).
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|
Exhibit G
|
|
Amended and Restated Registration Rights Agreement, dated as of October 11, 2016, by and among Centennial Resource Development, Inc. (formerly known as Silver Run Acquisition Corporation), Silver Run Sponsor, LLC, the
individuals party thereto, Centennial Resource Development, LLC, NGP Centennial Follow-On LLC, Celero Energy Company, LP and Riverstone Centennial Holdings, L.P. (incorporated by reference to Exhibit 4.1 to Issuers current report on Form 8-K
filed on October 11, 2016).
|
15
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: October 21, 2016
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|
|
|
|
|
|
CENTENNIAL RESOURCE DEVELOPMENT, LLC
|
|
|
|
|
|
By:
|
|
/s/ Ward Polzin
|
|
|
Name: Ward Polzin
|
|
|
Title: Chief Executive Officer
|
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|
|
|
NGP X US HOLDINGS, L.P.
|
|
|
|
|
|
By:
|
|
NGP X US Holdings GP, L.L.C., its general partner
|
|
|
|
|
|
By:
|
|
/s/ Tony Weber
|
|
|
|
|
Tony Weber
|
|
|
|
|
Authorized Person
|
|
|
|
|
NGP X HOLDINGS GP, L.L.C.
|
|
|
|
|
|
By:
|
|
/s/ Tony Weber
|
|
|
|
|
Tony Weber
|
|
|
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|
Authorized Person
|
|
|
|
|
NGP NATURAL RESOURCES X, L.P.
|
|
|
|
|
|
By:
|
|
G.F.W. Energy X, L.P., its general partner
|
|
|
|
|
|
By:
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|
GFW X, L.L.C., its general partner
|
|
|
|
|
|
By:
|
|
/s/ Tony Weber
|
|
|
|
|
Tony Weber
|
|
|
|
|
Authorized Member
|
|
|
|
|
G.F.W. ENERGY X, L.P.
|
|
|
|
|
|
By:
|
|
GFW X, L.L.C., its general partner
|
|
|
|
|
|
By:
|
|
/s/ Tony Weber
|
|
|
|
|
Tony Weber
|
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|
Authorized Member
|
16
|
|
|
|
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|
GFW X, L.L.C.
|
|
|
|
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|
By:
|
|
/s/ Tony Weber
|
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|
|
|
Tony Weber
|
|
|
|
|
Authorized Member
|
|
|
|
|
NGP ENERGY CAPITAL MANAGEMENT, L.LC.
|
|
|
|
|
|
By:
|
|
/s/ Tony Weber
|
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|
|
|
Tony Weber
|
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|
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Authorized Member
|
17
SCHEDULE I
The name and business address of each of the executive officers, managers and directors of each of the Reporting Persons are set forth below.
The present principal occupation or employment of each of the executive officer, managers and directors of each of the Reporting Persons are also set forth below (outside of similar positions held with respect to other entities directly or
indirectly managed or advised by the Issuer).
Centennial Resource Development, LLC
|
|
|
|
|
|
|
Name
|
|
Present Principal Occupation or Employment
|
|
Business Address
|
|
Citizenship
|
Ward Polzin
|
|
Chief Executive Officer and Manager
|
|
(1)
|
|
United States
|
Bret Siepman
|
|
Manager
|
|
(1)
|
|
United States
|
Chris Carter
|
|
Manager
|
|
(1)
|
|
United States
|
David Hayes
|
|
Manager
|
|
(1)
|
|
United States
|
Martin Sumner
|
|
Manager
|
|
(1)
|
|
United States
|
Christopher Ray
|
|
Manager
|
|
(1)
|
|
United States
|
Tony Weber
|
|
Manager
|
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(1)
|
|
United States
|
NGP X US Holdings LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Present Principal Occupation or Employment
|
|
|
Business Address
|
|
|
Citizenship
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
NGP X Holdings GP, L.L.C.
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Present Principal Occupation or Employment
|
|
|
Business Address
|
|
|
Citizenship
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
NGP Natural Resources X, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Present Principal Occupation or Employment
|
|
|
Business Address
|
|
|
Citizenship
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
G.F.W. Energy X, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Present Principal Occupation or Employment
|
|
|
Business Address
|
|
|
Citizenship
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
GFW X, L.L.C.
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Present Principal Occupation or Employment
|
|
|
Business Address
|
|
|
Citizenship
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
NGP Energy Capital Management, L.L.C.
|
|
|
|
|
|
|
Name
|
|
Present Principal Occupation or Employment
|
|
Business Address
|
|
Citizenship
|
Chris Carter
|
|
Executive Committee Member
|
|
(1)
|
|
United States
|
Tony Weber
|
|
Executive Committee Member
|
|
(1)
|
|
United States
|
Christopher Ray
|
|
Executive Committee Member
|
|
(1)
|
|
United States
|
Craig Glick
|
|
Executive Committee Member
|
|
(1)
|
|
United States
|
Jill Lampert
|
|
Executive Committee Member
|
|
(1)
|
|
United States
|
(1)
|
5221 N. OConnor Boulevard, Suite 1100, Irving, Texas 75039.
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18
Index to Exhibits
|
|
|
|
|
Exhibit A
|
|
Joint Filing Agreement*
|
|
|
Exhibit B
|
|
Contribution Agreement, dated as of July 6, 2016, by and among Centennial Resource Development, LLC, NGP Centennial Follow-On LLC, Celero Energy Company, LP, Centennial Resource Production, LLC and New Centennial, LLC
(incorporated by reference to Annex A to Issuers Definitive Proxy Statement on Schedule 14A filed on September 23, 2016).
|
|
|
Exhibit C
|
|
Fifth Amended and Restated Limited Liability Company Agreement of Centennial Resource Production, LLC, dated as of October 11, 2016 (incorporated by reference to Exhibit 10.5 to Issuers current report on Form 8-K filed on
October 11, 2016).
|
|
|
Exhibit D
|
|
Redemption Agreement by and between NGP Centennial Follow-On LLC and Carlyle Partners VI Centennial Holdings, L.P.*
|
|
|
Exhibit E
|
|
Coordination Agreement, dated as of October 11, 2016, by and among NGP Centennial Follow-On LLC, NGP X US Holdings, L.P. and CP VI-A Centennial, L.P.*
|
|
|
Exhibit F
|
|
Certificate of Designation of Series A Preferred Stock (incorporated by reference to Exhibit 3.2 to Issuers current report on Form 8-K filed on October 11, 2016).
|
|
|
Exhibit G
|
|
Amended and Restated Registration Rights Agreement, dated as of October 11, 2016, by and among Centennial Resource Development, Inc. (formerly known as Silver Run Acquisition Corporation), Silver Run Sponsor, LLC, the
individuals party thereto, Centennial Resource Development, LLC, NGP Centennial Follow-On LLC, Celero Energy Company, LP and Riverstone Centennial Holdings, L.P. (incorporated by reference to Exhibit 4.1 to Issuers current report on Form 8-K
filed on October 11, 2016).
|
19