Subsequent Events | 9. Subsequent Events Business Combination On October 11, 2016 (the “ Closing Date ”), the Company consummated the previously announced acquisition of approximately 89% of the outstanding membership interests in CRP pursuant to (i) that certain Contribution Agreement, dated as of July 6, 2016 (as amended by Amendment No. 1 to Contribution Agreement, dated as of July 29, 2016, the “ Contribution Agreement ”), by and among Centennial Resource Development, LLC (“ CRD ”), NGP Centennial Follow-On LLC, (“ NGP Follow-On ”), and Celero Energy Company, LP, (together with CRD and NGP Follow-On, the “ Centennial Contributors ”), CRP and New Centennial, LLC, a Delaware limited liability company (“ New Centennial ”), (ii) that certain Assignment Agreement, dated as of October 7, 2016, between New Centennial and the Company and (iii) that certain Joinder Agreement, dated as of October 7, 2016, by the Company. We refer to the acquisition and the other transactions contemplated by the Contribution Agreement as the “ Transactions .” The consummation of the Transactions constituted a “Business Combination” under the Charter. In connection with the consummation of the Transactions (the “ Closing ”), (i) the Company contributed $1,485,999,739.31 to CRP, representing the net cash proceeds received by the Company pursuant to the Private Placements (as hereinafter defined), plus the amount of funds from the Trust Account and minus the Deferred Discount, (ii) CRP paid the Centennial Contributors $1,186,744,348 in aggregate cash consideration and (iii) the Centennial Contributors retained 20,000,000 common membership interests in CRP (the “ CRP Common Units ”), representing approximately 11% of the outstanding membership interests in CRP. Private Placements In connection with the Transactions, on the Closing Date and pursuant to certain subscription agreements dated as of July 21, 2016, the Company completed the issuance and sale of (i) 81,005,000 shares of Class A Common Stock to Riverstone Centennial Holdings, L.P., a Delaware limited partnership (the “ Riverstone private investor ”), in a private placement and (ii) 20,000,000 shares of Class A Common Stock to certain other investors in a private placement (together, the “ Private Placements ”) for approximately $1.01 billion in aggregate proceeds, which were used to fund a portion of the cash consideration in the Transactions. Promissory Note On August 2, 2016, the Company issued a promissory note to the Sponsor. The promissory note permitted borrowings by the Company from time to time from the Sponsor in an aggregate principal amount of up to $300,000. The Company borrowed $300,000 under the promissory note, and repaid the full $300,000 balance on the Closing Date. Second Amended and Restated Charter On the Closing Date, the Charter was amended and restated (as amended and restated, the “Second Amended and Restated Charter”) to, among other things: (i) create a new class of capital stock, the Class C Common Stock, par value $0.0001 per share (the “Class C Common Stock”), that was issued to the Centennial Contributors at the Closing; (ii) increase in the number of authorized shares of the Company’s Class A Common Stock from 200,000,000 shares to 600,000,000 shares; and (iii) eliminate certain provisions relating to an Initial Business Combination that are no longer applicable to the Company following the Closing. Series A Preferred Stock In connection with the Transactions, the Company issued one share of Series A Preferred Stock, par value $0.0001 per share (the “ Series A Preferred Stock ”), to CRD. CRD, as the holder of the Series A Preferred Stock, is not entitled to any dividends from the Company, is entitled to preferred distributions in liquidation in the amount of $0.0001 per share of Series A Preferred Stock and has a limited voting right as described below. The Series A Preferred Stock is redeemable by the Company (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 CRD’s option or (c) upon a breach by CRD of the transfer restrictions relating to the Series A Preferred Stock. In addition, for so long as the Series A Preferred Stock remains outstanding, CRD is entitled to nominate one director for election to the Company’s board of directors 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 our board. Amended and Restated Limited Liability Company Agreement of CRP At the Closing, the Company and the Centennial Contributors entered into CRP’s fifth amended and restated limited liability company agreement (the “ A&R LLC Agreement ”). Under the A&R LLC Agreement, the Company became a member and the sole manager of CRP. As the sole manager, the Company is able 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 A&R LLC Agreement. Pursuant to the terms of the A&R LLC Agreement, the Company cannot, under any circumstances, be removed as the sole member of CRP except by its election. Under the A&R LLC Agreement, the Centennial Contributors generally have the right to cause CRP to redeem all or a portion of their CRP Common Units in exchange for shares of the Company’s Class A Common Stock or, at CRP’s option, an equivalent amount of cash. The Company may, however, 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 by CRP. Upon the future redemption or exchange of CRP Common Units held by a Centennial Contributor, a corresponding number of shares of Class C Common Stock held by such Centennial Contributor will be cancelled. Amended and Restated Registration Rights Agreement In connection with the Closing, on the Closing Date, the Company entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”) with the Sponsor, certain of the Company’s former and current directors, the Riverstone private investor and the Centennial Contributors, pursuant to which such parties are entitled to certain registration rights relating to (i) shares of Class A Common Stock issued to the Sponsor and such former and current directors upon the conversion of their Founder Shares at the Closing, (ii) Private Placement Warrants owned by the Sponsor and warrants that may be issued upon conversion of working capital loans (and any shares of Class A Common Stock issuable upon the exercise of such warrants), (iii) shares of Class A Common Stock issuable upon the future redemption or exchange of CRP Common Units owned by the Centennial Contributors and their permitted transferees and (iv) shares of Class A Common Stock owned by the Riverstone private investor and its permitted transferees. Credit Agreement Amendment On the Closing Date, CRP entered into that certain Second Amendment to Amended and Restated Credit Agreement (the “Second Amendment”), which amends the Amended and Restated Credit Agreement, dated as of October 15, 2014, among CRP, each of the lenders from time to time party thereto and JPMorgan Chase Bank, N.A. as administrative agent (the “Credit Agreement”). The Second Amendment, among other things, (i) permitted the Transactions, (ii) reflects the repayment in full of all term loans under the Credit Agreement at Closing, (iii) increases the borrowing base under the Credit Agreement from $140,000,000 to $200,000,000 to accommodate an increased borrowing base, (iv) increases the interest rate to LIBOR plus 2.25% - 3.25% and (v) requires CRP to have sufficient liquidity and satisfy a maximum leverage ratio in order to make dividends. 2016 Long Term Incentive Plan In connection with the Transactions, the Company’s board of directors adopted and its stockholders approved the Centennial Resource Development, Inc. 2016 Long Term Incentive Plan (the “ LTIP ”), under which the Company may grant cash and equity-based incentive awards to eligible service providers in order to attract, retain and motivate the persons who make important contributions to the Company. |