Subsequent Events | Note 18. Subsequent Events APC/KKR Acquisition On May 10, 2017, we, through our new wholly owned subsidiary, WHR Eagle Ford LLC (“WHR EF”), entered into a Purchase and Sale Agreement (the “First Acquisition Agreement”) by and among WHR EF, as purchaser, and Anadarko E&P Onshore LLC (“APC”), Admiral A Holding L.P., TE Admiral A Holding L.P. and Aurora C-I Holding L.P. (collectively, “KKR” and, together with APC, the “First Sellers”), as sellers, to acquire certain acres and associated production in Burleson, Brazos, Lee, Milam, Robertson, and Washington Counties, Texas (the “Purchase”). Also on May 10, 2017, WHR EF entered into a Purchase and Sale Agreement (together, with the First Acquisition Agreement, the “Acquisition Agreements”), by and among WHR EF, as purchaser, and APC and Anadarko Energy Services Company (together, with APC, the “APC Subs” and together, with the First Sellers, the “Sellers”), as sellers, to acquire certain acres and associated production in Burleson, Brazos, Lee, Milam, Robertson, and Washington Counties, Texas (together, with the Purchase, the “Acquisition”). Pursuant to the Acquisition Agreements, we are acquiring approximately 111,000 aggregate net acres and the associated production therefrom. The aggregate purchase price for the assets, as described in the Acquisition Agreements, subject to customary adjustments as provided in the Acquisition Agreements, consists of approximately $556 million of cash to the APC Subs, as applicable, and approximately 6.3 million shares of our common stock valued at approximately $69 million to KKR (in the aggregate, the “Purchase Price”). The common stock portion of the Purchase price payable to KKR will be issued pursuant to a Stock Issuance Agreement that was executed, on May 10, 2017 (the “Stock Issuance Agreement”), by and among us and KKR. We and KKR have made customary representations, warranties and covenants in the Stock Issuance Agreement. The closing of the common stock issuance is conditioned upon and will occur simultaneous with the closing of the Acquisition. We and the Sellers have made customary representations, warranties and covenants in the Acquisition Agreements. The Sellers have made certain additional customary covenants, including, among others, covenants to conduct its business in the ordinary course between the execution of the Acquisition Agreements and the closing of the Acquisition and not to engage in certain kinds of transactions during that period, subject to certain exceptions. The Sellers have agreed not to take certain specified actions without our consent during the time between execution of the Acquisition Agreements and the closing of the Acquisition. Consummation of the Acquisition is subject to customary conditions. The Acquisition is expected to close on or about June 30, 2017 with an effective date of January 1, 2017. The Acquisition Agreements may be terminated under customary circumstances. Preferred Stock Issuance To partially fund the cash portion of the Purchase Price, on May 10, 2017, we entered in to a Preferred Stock Purchase Agreement (the “Preferred Stock Purchase Agreement”), by and among us and CP VI Eagle Holdings, L.P. (“Carlyle”), an affiliate of The Carlyle Group, whereby we agreed to issue and sell to Carlyle, and Carlyle agreed to purchase from us, 435,000 shares of our preferred stock, par value $0.01 per share, designated as “Series A Perpetual Convertible Preferred Stock” (the “Preferred Stock”), having terms set forth in the Certificate of Designations, a form of which is an annex to the Preferred Stock Purchase Agreement. The Preferred Stock will rank senior to our common stock with respect to dividend rights and with respect to rights on liquidation, winding-up and dissolution. The Preferred Stock will have an initial liquidation preference of $1,000 per share and will pay a dividend rate of 6% per annum in cash or, if a cash dividend is not declared and paid in respect of any dividend payment period, by adding additional amounts to the liquidation preference in kind. The Preferred Stock will also participate in dividends and distributions on our common stock on an as-converted basis. If at any time following the 30-month anniversary of the issuance date the closing sale price of our common stock equals or exceeds 130% of the Conversion Price (as defined below) for at least 25 consecutive trading days, our obligation to pay dividends on the Preferred Stock shall terminate permanently. The Preferred Stock is convertible at the option of the holders at any time following the first anniversary of the closing date into the amount of shares of common stock per share of Preferred Stock (such rate, the “Conversion Rate”) equal to (i) the quotient of (A) the sum of the Liquidation Preference (as defined in the Preferred Stock Purchase Agreement) plus an amount equal to the accrued but unpaid dividends and distributions not previously added to the Liquidation Preference divided by (B) a conversion price of $13.90 (the “Conversion Price”), subject to customary anti-dilution adjustments. The holders of Preferred Stock may also convert their Preferred Stock at the Conversion Rate prior to the first anniversary of the closing date in connection with certain change of control transactions and in connection with sales of common stock by certain of our existing shareholders. Following the fourth anniversary of the closing date, the Company may cause the conversion of the Preferred Stock at the Conversion Rate, provided the closing sale price of the common stock equals or exceeds 140% of the Conversion Price for the 20 trading days ending on and including the date of delivery of the Company’s notice to convert and subject to certain other requirements regarding registration of the shares issuable upon conversion. Notwithstanding the foregoing, the Company shall only be permitted to deliver one conversion notice during any 180 day period and the number of shares of common stock issued upon conversion of the Preferred Stock for which such automatic conversion notice is given shall be limited to 25 times the average daily trading volume of our common stock during the 20 trading days ending on and including the date of delivery of the Company’s notice to convert. If the Company undergoes certain change of control transactions, the holders of the Preferred Stock shall be entitled to cause the Company to redeem the Preferred Stock for cash in an amount equal to the Liquidation Preference, plus the net present value of dividend payments that would have been accrued as payable to the holders following the date of the consummation of such change of control and through the day that is 30 months after the closing date, in the case of any change of control occurring prior to the 30-month anniversary of the closing date (the “COC Redemption Price”). In addition, the Company will have the right in connection with any such change of control transaction to redeem any Preferred Stock that is not otherwise converted or redeemed as described in the preceding sentence for cash at the COC Redemption Price. At any time after the fifth anniversary of the closing date, the Company may redeem the Preferred Stock, in whole or in part, for an amount in cash equal to, per each share of Preferred Stock, (i) on or prior to the sixth anniversary of the closing date, the Liquidation Preference multiplied by 112%, (ii) on or prior to the seventh anniversary of the closing date, the Liquidation Preference multiplied by 109% or (ii) after the seventh anniversary of the closing date, the Liquidation Preference multiplied by 106%. Until conversion, the holders of the Preferred Stock will vote together with our common stock on an as-converted basis and will also have rights to vote as a separate class on certain matters impacting the Preferred Stock. However, the Preferred Stock will not be entitled to vote with the common stock on an as-converted basis, will not be convertible into our common stock and will not be entitled to the board election rights described below until the later of (i) the 21st day after the date on which we mail to our shareholders an information statement regarding the issuance of the Preferred Stock and (ii) the date certain required regulatory approvals are obtained. In addition, Carlyle as a holder of Preferred Stock will be entitled to elect (i) two directors to our board of directors for so long as Carlyle owns 10% of our outstanding common stock on an as-converted basis and (ii) one board seat for so long as Carlyle holds 5% of our outstanding common stock on an as-converted basis. The closing of the Preferred Stock issuance is conditioned upon and will close simultaneously with the closing of the Acquisition. As conditions to closing under the Stock Issuance Agreement and the Preferred Purchase Agreement we have agreed to amend and restate our existing registration rights agreement with WHR Holdings, LLC, Esquisto Holdings, LLC, WHE AcqCo Holdings, LLC, NGP XI US Holdings, L.P., Jay C. Graham and Anthony Bahr in order to grant certain registration rights to KKR and Carlyle. The remainder of the cash portion of the Purchase Price is to be funded by borrowings under our revolving credit facility. Eagle Ford Acquisitions In February 2017, we announced multiple transactions to acquire certain oil and natural gas producing and non-producing properties from third-parties in Burleson County, Texas. We closed one transaction in February 2017 as discussed in “Note 3—Acquisitions and Divestitures.” The remaining transactions closed in April 2017 for an aggregate price of approximately $13.2 million, subject to customary post-closing adjustments. |