Item 1.01. Entry into a Material Definitive Agreement.
On June 12, 2014Memorial Resource Development Corp., a Delaware corporation
(the "Company"), and MRD Holdco LLC, a Delaware limited liability company (the
"Selling Stockholder"), entered into an underwriting agreement (the
"Underwriting Agreement") with Citigroup Global Markets Inc. and Barclays
Capital Inc., as representatives of the several underwriters named therein
(collectively, the "Underwriters"), providing for the offer and sale by the
Company and the Selling Stockholder (the "Offering"), and purchase by the
Underwriters, of up to 42,800,000 shares of the Company's common stock, par
value $0.01 ("Common Stock"). Of the 42,800,000 shares, 21,500,000 are being
sold by the Company and 21,300,000 are being sold by the Selling Stockholder.
Pursuant to the Underwriting Agreement, the Selling Stockholder has granted to
the Underwriters a 30-day option to purchase up to an aggregate of 6,420,000
additional shares of Common Stock held by the Selling Stockholder if the
Underwriters sell more than 42,800,000 shares of Common Stock.
The material terms of the Offering are described in the prospectus, dated
June 12, 2014 (the "Prospectus"), filed by the Company with the United States
Securities and Exchange Commission (the "Commission") on June 16, 2014 pursuant
to Rule 424(b) under the Securities Act of 1933, as amended (the "Securities
Act"). The Offering is registered with the Commission pursuant to a Registration
Statement on Form S-1, as amended (File No. 333-195062), initially filed by the
Company with the Commission on April 4, 2014 (the "Registration Statement").
The Underwriting Agreement contains customary representations, warranties and
agreements of each of the Company and the Selling Stockholder and customary
conditions to closing, obligations of the parties and termination provisions.
The Company and the Selling Stockholder have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments the Underwriters may be required to
make because of any of those liabilities.
The Offering is expected to close on June 18, 2014. The Company will receive net
proceeds (after deducting underwriting discounts and commissions and fees and
expenses) from the Offering of approximately $382.1 million. As described in the
Prospectus, the Company will use the net proceeds of the sale of the Common
Stock to redeem its 10.00%/10.75% Senior PIK Toggle Notes due 2018 (the "Notes")
in their entirety and to pay any applicable premium in connection with such
redemption and accrued and unpaid interest, if any, to the date of redemption,
and, together with borrowings under the Company's new revolving credit facility,
to pay a portion of the consideration for certain assets being contributed to
the Company at the closing of the Offering, to repay outstanding borrowings
under its subsidiary's existing credit agreements and to pay for fees and
expenses associated with the Company's new revolving credit facility. The
Company will not receive any proceeds from the sale of shares of Common Stock by
the Selling Stockholder.
The foregoing description of the Underwriting Agreement is not complete and is
qualified in its entirety by reference to the full text of the Underwriting
Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on
Form 8-K and is incorporated in this Item 1.01 by reference.
As more fully described under the caption "Underwriting" in the Prospectus,
certain of the Underwriters and their affiliates have engaged, and may in the
future engage, in commercial banking, investment banking and advisory services
for the Company and its respective affiliates from time to time in the ordinary
course of their business for which they have received customary fees and
reimbursement of expenses. In connection with the issuance of the Notes in
December 2013, certain of the underwriters participated as initial purchasers
and received customary fees for such services. Affiliates of certain of the
Underwriters will be lenders under a new revolving credit facility the Company
intends to enter into upon the closing of the Offering.
Long Term Incentive Plan
The description of the Memorial Resource Development Corp. 2014 Long Term
Incentive Plan (the "Plan") provided below under Item 5.02 is incorporated in
this Item 1.01 by reference. A copy of the Plan is incorporated by reference as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated in this
Item 1.01 by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Effective June 11, 2014, the Board of Directors of the Company adopted the
Plan. Under the Plan, awards of incentive stock options, stock options, stock
appreciation rights, restricted stock, restricted stock units, bonus stock,
performance awards, incentive awards, and other cash or stock-based awards may
be granted to employees, consultants and directors of the Company and its
subsidiaries. Subject to adjustment for certain corporate events, 19,250,000
shares is the maximum number of shares of Common Stock authorized and reserved
for issuance under the Plan. Common Stock withheld to satisfy exercise prices or
tax withholding obligations will be available for delivery pursuant to other
The foregoing description is qualified in its entirety by reference to the full
text of the Plan, which is attached as Exhibit 10.1 to this Current Report on
Form 8-K and incorporated in this Item 5.02 by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Amended and Restated Certificate of Incorporation
On June 10, 2014, the Company filed with the Secretary of State of Delaware an
Amended and Restated Certificate of Incorporation, which became effective as of
such date. A description of the material provisions of the Amended and Restated
Certificate of Incorporation is set forth in the section entitled "Description
of Capital Stock" in the Prospectus and is incorporated herein by reference. The
description contained herein and in the Prospectus is qualified in its entirety
by reference to the full text of the Amended and Restated Certificate of
Incorporation, which is attached hereto as Exhibit 3.1.
Amended and Restated Bylaws
On June 10, 2014, the Company's Amended and Restated Bylaws became effective
upon effectiveness of the Amended and Restated Certificate of Incorporation. A
description of the material provisions of the Amended and Restated Bylaws is set
forth in the section entitled "Description of Capital Stock" in the Prospectus
and is incorporated herein by reference. The description contained herein and in
the Prospectus is qualified in its entirety by reference to the full text of the
Amended and Restated Bylaws, which is attached hereto as Exhibit 3.2.
Item 7.01. Regulation FD Disclosure.
On June 13, 2014, the Company announced that it had priced the Offering
described in Item 1.01 of this Current Report on Form 8- K. A copy of the press
release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The
information in Item 7.01 of this Current Report on Form 8-K, including the
attached Exhibit 99.1, is being "furnished" pursuant to General Instruction B.2
of Form 8-K and shall not be deemed to be "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, and is not incorporated by reference into any
Company filing, whether made before or after the date hereof, regardless of any
general incorporation language in such filing, unless specifically identified
therein as being incorporated therein by reference.
Item 9.01. Financial Statements and Exhibits.
1.1 Underwriting Agreement, dated June 12, 2014, by and among Memorial
Resource Development Corp., MRD Holdco LLC, and Citigroup Global
Markets Inc. and Barclays Capital Inc., as representatives of the
several underwriters named therein
3.1 Amended and Restated Certificate of Incorporation dated June 10, 2014
3.2 Amended and Restated Bylaws dated June 10, 2014
10.1 Memorial Resource Development Corp. 2014 Long Term Incentive Plan
99.1 Press release dated June 13, 2014