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MEMORIAL RESOURCE DEVELOPMENT CORP. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Material Modification to Rights of Security Holders, Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits

June 24, 2014

Item 1.01. Entry into a Material Definitive Agreement.

On June 18, 2014, Memorial Resource Development Corp., a Delaware corporation (the "Company"), completed its initial public offering (the "Offering") of 49,220,000 shares of common stock, par value $0.01 per share, at a price to the public of $19.00 per share pursuant to a Registration Statement on Form S-1, as amended (File No. 333-195062) (the "Registration Statement"), initially filed by the Company with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), on April 4, 2014, including a prospectus (the "Prospectus") filed with the Commission on June 16, 2014 pursuant to Rule 424(b). The Company sold 21,500,000 shares of its common stock, and the selling stockholder named in the Prospectus sold 27,720,000 shares of the Company's common stock. The Company did not receive any proceeds from the sale of the shares by the selling stockholder.

Credit Agreement

On June 18, 2014, in connection with the closing of the Offering, the Company entered into a Credit Agreement (the "Credit Agreement") by and among the Company, as borrower, Bank of America, N.A., as administrative agent for the lenders party thereto (the "Administrative Agent"), Citibank, N.A., as syndication agent for the lenders party thereto, JPMorgan Chase Bank, N.A., BMO Harris Bank, N.A., Comerica Bank, Credit Agricole Corporate and Investment Bank, Natixis, Union Bank, N.A. and Wells Fargo Bank, National Association, as co-documentation agents for the lenders party thereto, and the other lenders party thereto (together, the "Lenders").

The Credit Agreement is a five-year, $2.0 billion senior secured revolving credit facility with an initial borrowing base of $725 million. The borrowing base is subject to redetermination on a semi-annual basis based on an engineering report with respect to the estimated oil, NGL and natural gas reserves of the Company and its subsidiaries, which will take into account the prevailing oil, NGL and natural gas prices at such time, as adjusted for the impact of commodity derivative contracts. Unanimous approval by the Lenders is required for any increase to the borrowing base.

Borrowings under the Credit Agreement are secured by liens on substantially all of the Company's properties, but in any event, not less than 80% of the total value of the Company's oil and natural gas properties and all other property purported to be pledged as collateral. Additionally, borrowings under the Credit Agreement bear interest, at the Company's option, at either (i) the greatest of (x) the prime rate as determined by the Administrative Agent, (y) the federal funds effective rate plus 0.50% and (z) the one-month adjusted LIBO Rate plus 1.0% (adjusted upwards, if necessary to the next 1/100th of 1%), in each case plus a margin that varies from 0.5% to 1.5% per annum according to the total commitment usage (which is the ratio of outstanding borrowings and letters of credit to the borrowing base then in effect) or (ii) the applicable LIBO Rate plus a margin that varies from 1.5% to 2.5% per annum according to the total commitment usage. The unused portion of the borrowing base will be subject to a commitment fee that varies from 0.375% to 0.50% per annum according to the total commitment usage.

The Credit Agreement requires the Company to maintain a ratio of Consolidated EBITDAX to Consolidated Net Interest Expense (as each term is defined in the Credit Agreement) of not less than 2.5 to 1.0, and a ratio of consolidated current assets to consolidated current liabilities, each as determined under the . . .

Item 2.01. Completion of Acquisition or Disposition of Assets.

Contribution Agreements

On June 18, 2014, in connection with closing of the Offering, the Company consummated the following agreements and transactions:

a Contribution Agreement (the "MRD LLC Contribution Agreement") by and among MRD LLC, MRD Holdco, and the Company pursuant to which MRD LLC contributed a 100% membership interest in Black Diamond Minerals, LLC, a Delaware limited liability company, a 100% membership interest in Classic Hydrocarbons GP Co., L.L.C., a Texas limited liability company, a 99.5866% limited partner interest in Classic Hydrocarbons Holdings, L.P., a Texas limited partnership, a 99.886% membership interest in WHR, a 100% membership interest in MRD Operating, 100 shares (100% of the outstanding) of Memorial Resource Finance Corp., a Delaware corporation, a 100% membership interest in Memorial Production Partners GP LLC, a Delaware limited liability company, and a 100% membership interest in Beta Operating Company, LLC, a Delaware limited liability company, to the Company in exchange for 128,665,677 shares of the Company's common stock and contemporaneous with such exchange, MRD LLC distributed all of such shares to MRD Holdco; and a Contribution Agreement (the "WHR Contribution Agreement" and, together with the MRD LLC Contribution Agreement, the "Contribution Agreements") by and among the Company and certain former management members of WHR pursuant to which such former management members contributed all of their right, title and interest to and in certain membership interests in WHR to the Company in exchange for 42,334,323 shares and $30,000,000 in cash.



As noted in Item 1.01 above, the Company has certain relationships with certain parties to the Contribution Agreements. The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Contribution Agreements, which are filed as Exhibit 10.5 and Exhibit 10.6, respectively, to this Current Report on Form 8-K and incorporated into this Item 2.01 by reference.

Agreement and Plan of Merger

On June 18, 2014, MRD LLC and MRD Operating entered into that certain Agreement and Plan of Merger (the "Merger Agreement") pursuant to which MRD LLC agreed to merge with and into MRD Operating. The effective time of such merger will be the date that the certificate of merger is filed with the Delaware Secretary of State. After the occurrence of such merger, the separate existence of MRD LLC will cease and MRD Operating will continue as the surviving entity under the laws of the State of Delaware.

The terms of the Merger Agreement are substantially the same as the terms set forth in the form of such agreement previously filed as Exhibit 10.15 to the Registration Statement and as described therein. The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 10.7 to this Current Report on Form 8-K and incorporated into this Item 2.01 by reference.

Purchase Agreement and Assignment

On June 18, 2014, pursuant to the terms of that certain Purchase Agreement and Assignment (the "Purchase Agreement") by and between WHR and WildHorse Resources II, LLC, a Delaware limited liability company ("WHR II"), WHR sold to WHR II all . . .

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 Credit Agreement provided above under Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 2.03 by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The description in Item 2.01 above of the issuances of equity securities by the Company on June 18, 2014, in connection with the consummation of the transactions contemplated by the Contribution Agreements, is incorporated in this Item 3.02 by reference. The foregoing transactions were undertaken in reliance upon the exemption from the registration requirements of the Securities Act by Section 4(a)(2) thereof. The Company believes that exemptions other than the foregoing exemption may exist for these transactions.

Item 3.03. Material Modification to Rights of Security Holders.

The information provided in Item 1.01 hereto under the headings "Voting Agreement" and "Registration Rights Agreement" is incorporated by reference into this Item 3.03.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Appointment of Directors



On June 10, 2014, Messrs. Robert A. Innamorati and Pat Wood, III and Ms. Carol L. O'Neill were appointed to the Board, to be effective on June 12, 2014 in connection with the Registration Statement's effective date.

There are no family relationships between Messrs. Innamorati and Wood or Ms. O'Neill that would require disclosure pursuant to Item 401(d) of Regulation S-K. There are no arrangements or understandings between Messrs. Innamorati and Wood or Ms. O'Neill and any other persons pursuant to which Messrs. Innamorati and Wood or Ms. O'Neill were selected as directors.

As described in Item 1.01 hereto, in connection with their appointment to the Board, the Company entered into Indemnification Agreements with each of Messrs. Innamorati and Wood and Ms. O'Neill. The descriptions of the Indemnification Agreements provided under Item 1.01 are incorporated in this Item 5.02 by reference. In connection with their appointment to the Board, Messrs. Innamorati and Wood and Ms. O'Neill were granted awards under the Company's 2014 Long-Term Incentive Plan (the "LTIP") consistent with the Company's non-employee director compensation policy.

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(e) Indemnification Agreements

The information provided in Item 1.01 of this Current Report on Form 8-K under the heading "Indemnification Agreements" is incorporated by reference into this Item 5.02.

Change in Control Agreements

In connection with the closing of the Offering, the Company entered into Change in Control Agreements ("Change in Control Agreements") with each of the executive officers of the Company. These Change in Control Agreements require the Company to provide certain compensation and benefits to such officers if such officer's employment is terminated on account of a "qualifying termination" (as defined in the Change in Control Agreement).

The terms of the Change in Control Agreements are substantially the same as the terms set forth in the form of such agreement previously filed as Exhibit 10.7 to the Registration Statement and as described therein. The foregoing description is not complete and is qualified in its entirety by reference to the full text of the form of Change in Control Agreement, which is attached as Exhibit 10.10 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

Issuance of Restricted Stock

In connection with the closing of the Offering on June 18, 2014, the Board made the following grants of restricted shares to its executive officers pursuant to the LTIP: (1) John Weinzierl, the Company's Chief Executive Officer, 184,211 shares; (2) William J. Scarff, the Company's President, 131,579 shares; (3) Andrew J. Cozby, the Company's Vice President and Chief Financial Officer, 97,368 shares; (4) Larry R. Forney, the Company's Vice President and Chief Operating Officer, 97,368 shares; (5) Kyle N. Roane, the Company's Vice President, General Counsel and Corporate Secretary, 89,474 shares; (6) Gregory M. Robbins, the Company's Vice President, Corporate Development, 89,474 shares; and (7) Dennis G. Venghaus, the Company's Chief Accounting Officer, 39,474 shares.

The grants to Messrs. Weinzierl, Scarff, Cozby, Forney, Roane, Robbins and Venghaus were made pursuant to a Restricted Stock Agreement, a form of which was previously filed with the Company's Registration Statement on Form S-8, filed with the Commission on June 18, 2014 (the "Form S-8"), and will vest pro-rata over a four year period.

The terms of the Restricted Stock Agreements are substantially the same as the terms set forth in the form of such agreement previously filed as Exhibit 4.6 to the Form S-8. The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Form of Restricted Stock Agreement. A copy of the Form of Restricted Stock Agreement is filed as Exhibit 10.11 to this Current Report on Form 8-K and is incorporated in this Item 5.02 by reference.

Item 7.01. Regulation FD Disclosure.

On June 18, 2014, the Company announced that it had closed 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.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. Exhibit Number Description 10.1 Credit Agreement by and among Memorial Resource Development Corp., as the Borrower, the Lenders party thereto, Bank of America, N.A., as Administrative Agent and Collateral Agent, and the other parties party thereto, dated as of June 18, 2014 10.2 Voting Agreement among Memorial Resource Development Corp., MRD Holdco LLC and certain former management members of WildHorse Resources, LLC, dated as of June 18, 2014 10.3 Services Agreement among Memorial Resource Development Corp., WildHorse Resources, LLC and WildHorse Resources Management Company, LLC, dated as of June 18, 2014 10.4 Registration Rights Agreement among Memorial Resource Development Corp. and certain stockholders, dated as of June 18, 2014 10.5 Contribution Agreement among Memorial Resource Development LLC, MRD Holdco LLC and Memorial Resource Development Corp., dated as of June 18, 2014 10.6 Contribution Agreement among the former management members of WildHorse Resources, LLC party thereto and Memorial Resource Development Corp., dated as of June 18, 2014 10.7 Agreement and Plan of Merger merging Memorial Resource Development LLC with and into MRD Operating LLC, dated as of June 18, 2014 10.8 Purchase Agreement and Assignment between WildHorse Resources, LLC and WildHorse Resources II, LLC, dated as of June 18, 2014 10.9 Form of Indemnification Agreement between Memorial Resource Development Corp. and each of the officers and directors thereof 10.10 Form of Change in Control Agreement 10.11 Form of Restricted Stock Agreement 10.12 Omnibus Agreement, dated as of December 14, 2011, by and among Memorial Production Partners LP, Memorial Production Partners GP LLC and Memorial Resource Development LLC (incorporated by reference to Exhibit 10.1 to Memorial Production Partners LP's Form 8-K (File No. 001-35364) filed on December 15, 2011) 99.1 Press Release dated June 18, 2014



Compensatory plan or arrangement.

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