MRD تصريحات هيئة الأوراق المالية والبورصات - Memorial Resource Development Corp.- التقرير السنوي، بيان التوكيل، نشرة الإصدار

الإحصائيات الأساسية

CIK

1599222

SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Memorial Resource Development Corp.

SEC Filings (Chronological Order)

توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.

June 14, 2024	11-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One)  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023  TRANSITION REPORT PURSUANT TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One)  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-12209 A. Full title of the plan a
June 14, 2024	EX-99.1	CERTIFICATION OF PERIODIC FINANCIAL REPORTS EXHIBIT 99.1 CERTIFICATION OF PERIODIC FINANCIAL REPORTS The undersigned officer of Range Resources Corporation or its subsidiaries, does hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Annual Report on Form 11-K for the fiscal year ended December 31, 2023 (the “Periodic Report”) of the Range Resources Corporat
May 16, 2024	S-3ASR	As filed with the Securities and Exchange Commission on May 16, 2024 As filed with the Securities and Exchange Commission on May 16, 2024 Registration No.
May 16, 2024	EX-FILING FEES	Calculation of Filing Fee Tables ____________Form S-3ASR____________ (Form Type) _____________Range Resources Corporation_____________ (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities DOCPROPERTY DOCXDOCID DMS=NetDocuments Format=<>v.<> 4861-0668-5618v.1 Exhibit 107 Calculation of Filing Fee Tables Form S-3ASR (Form Type) Range Resources Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price
November 8, 2021	424B3	Range Resources Corporation Offer to Exchange Any or All 8.250% Senior Notes due 2029 That Have Not Been Registered Under The Securities Act of 1933 8.250% Senior Notes due 2029 That Have Been Registered Under The Securities Act of 1933 424B3 1 d215933d424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-260559 PROSPECTUS Range Resources Corporation Offer to Exchange Any or All 8.250% Senior Notes due 2029 That Have Not Been Registered Under The Securities Act of 1933 For 8.250% Senior Notes due 2029 That Have Been Registered Under The Securities Act of 1933 We are offering to exchange our 8.250
October 28, 2021	S-4	As filed with the Securities and Exchange Commission on October 28, 2021 S-4 1 d215933ds4.htm S-4 Table of Contents As filed with the Securities and Exchange Commission on October 28, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Range Resources Corporation (AND CERTAIN SUBSIDIARIES OF RANGE RESOURCES CORPORATION IDENTIFIED IN FOOTNOTE (*) BELOW) (Exact
October 28, 2021	EX-25.1	SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer Identif
May 13, 2021	S-3ASR	As filed with the Securities and Exchange Commission on May 13, 2021 S-3ASR 1 rrc-s3asr.htm S-3ASR As filed with the Securities and Exchange Commission on May 13, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Range Resources Corporation* (Exact name of Registrant as specified in its charter) Delaware 34-1312571 (State or other jurisdiction of incorp
November 16, 2020	424B3	Range Resources Corporation Offer to Exchange Any or All 9.250% Senior Notes due 2026 That Have Not Been Registered Under The Securities Act of 1933 9.250% Senior Notes due 2026 That Have Been Registered Under The Securities Act of 1933 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-249874 PROSPECTUS Range Resources Corporation Offer to Exchange Any or All 9.250% Senior Notes due 2026 That Have Not Been Registered Under The Securities Act of 1933 For 9.250% Senior Notes due 2026 That Have Been Registered Under The Securities Act of 1933 We are offering to exchange our 9.250% Senior Notes due 2026 is
November 12, 2020	CORRESP	- Acceleration Request November 12, 2020 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.
November 12, 2020	CORRESP	- November 12, 2020 Securities and Exchange Commission 100 F Street NE Washington, D.
November 5, 2020	S-4	- S-4 S-4 Table of Contents As filed with the Securities and Exchange Commission on November 5, 2020 Registration No.
November 5, 2020	EX-25.1	Statement of Eligibility on Form T-1 of U.S. Bank National Association. EX-25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer
September 7, 2017	424B3	Range Resources Corporation OFFERS TO EXCHANGE Any and all of its outstanding $475,952,000 aggregate principal amount of 5.75% Senior Notes due 2021 (which we refer to as the Old 2021 Notes) Up to $475,952,000 aggregate principal amount of its 5.75 424B3 1 d438647d424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-219825 Prospectus Range Resources Corporation OFFERS TO EXCHANGE Any and all of its outstanding $475,952,000 aggregate principal amount of 5.75% Senior Notes due 2021 (which we refer to as the “Old 2021 Notes”) for Up to $475,952,000 aggregate principal amount of its 5.75% Senior Notes due 2021
August 9, 2017	EX-12.1	Range Resources Corporation Statement of Computation of Ratios of Earnings to Fixed Charges (in thousands, except ratios) Six Months Ended June 30, For the Year Ended December 31, 2017 2016 2015 2014 2013 2012 Fixed Charges Interest expense $ 95,027 EX-12.1 Exhibit 12.1 Range Resources Corporation Statement of Computation of Ratios of Earnings to Fixed Charges (in thousands, except ratios) Six Months Ended June 30, For the Year Ended December 31, 2017 2016 2015 2014 2013 2012 Fixed Charges Interest expense $ 95,027 $ 168,213 $ 166,439 $ 168,977 $ 176,557 $ 168,798 Amortization of premiums and discounts(1) ? ? ? ? ? ? Amortization of capitaliz
August 9, 2017	S-3ASR	RANGE RESOURCES S-3ASR S-3ASR 1 d439411ds3asr.htm S-3ASR Table of Contents As filed with the Securities and Exchange Commission on August 9, 2017 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Range Resources Corporation* (Exact name of Registrant as specified in its charter) Delaware 34-1312571 (State or othe
August 9, 2017	EX-25.1	SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE EX-25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ? U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer
August 9, 2017	EX-25.2	SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE EX-25.2 Exhibit 25.2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ? U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer
August 9, 2017	S-4	RANGE RESOURCES FORM S-4 S-4 1 d438647ds4.htm FORM S-4 Table of Contents As filed with the Securities and Exchange Commission on August 9, 2017 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Range Resources Corporation (Exact name of registrant as specified in its charter) Delaware 1311 34-1312571 (State or other
August 9, 2017	EX-99.3	RANGE RESOURCES CORPORATION OFFER TO EXCHANGE Any and all of its outstanding $475,952,000 aggregate principal amount of 5.75% Senior Notes due 2021 (which we refer to as the “Old 2021 Notes”) Up to $475,952,000 aggregate principal amount of its 5.75% EX-99.3 Exhibit 99.3 RANGE RESOURCES CORPORATION OFFER TO EXCHANGE Any and all of its outstanding $475,952,000 aggregate principal amount of 5.75% Senior Notes due 2021 (which we refer to as the ?Old 2021 Notes?) for Up to $475,952,000 aggregate principal amount of its 5.75% Senior Notes due 2021 that have been registered under the Securities Act of 1933 (which we refer to as the ?New 2021 Notes?)
August 9, 2017	EX-12.1	Range Resources Corporation Statement of Computation of Ratios of Earnings to Fixed Charges (in thousands, except ratios) Six Months Ended June 30, For the Year Ended December 31, 2017 2016 2015 2014 2013 2012 Fixed Charges Interest expense $ 95,027 EX-12.1 Exhibit 12.1 Range Resources Corporation Statement of Computation of Ratios of Earnings to Fixed Charges (in thousands, except ratios) Six Months Ended June 30, For the Year Ended December 31, 2017 2016 2015 2014 2013 2012 Fixed Charges Interest expense $ 95,027 $ 168,213 $ 166,439 $ 168,977 $ 176,557 $ 168,798 Amortization of premiums and discounts(1) ? ? ? ? ? ? Amortization of capitaliz
August 9, 2017	EX-99.1	LETTER OF TRANSMITTAL RANGE RESOURCES CORPORATION OFFERS TO EXCHANGE Any and all of its outstanding $475,952,000 aggregate principal amount of 5.75% Senior Notes due 2021 (which we refer to as the “Old 2021 Notes”) Up to $475,952,000 aggregate princi EX-99.1 Exhibit 99.1 LETTER OF TRANSMITTAL RANGE RESOURCES CORPORATION OFFERS TO EXCHANGE Any and all of its outstanding $475,952,000 aggregate principal amount of 5.75% Senior Notes due 2021 (which we refer to as the ?Old 2021 Notes?) for Up to $475,952,000 aggregate principal amount of its 5.75% Senior Notes due 2021 that have been registered under the Securities Act of 1933 (which we refer to a
August 9, 2017	EX-99.2	RANGE RESOURCES CORPORATION OFFER TO EXCHANGE Any and all of its outstanding $475,952,000 aggregate principal amount of 5.75% Senior Notes due 2021 (which we refer to as the “Old 2021 Notes”) Up to $475,952,000 aggregate principal amount of its 5.75% EX-99.2 13 d438647dex992.htm EX-99.2 Exhibit 99.2 RANGE RESOURCES CORPORATION OFFER TO EXCHANGE Any and all of its outstanding $475,952,000 aggregate principal amount of 5.75% Senior Notes due 2021 (which we refer to as the “Old 2021 Notes”) for Up to $475,952,000 aggregate principal amount of its 5.75% Senior Notes due 2021 that have been registered under the Securities Act of 1933 (which we refe
August 9, 2017	EX-25.3	SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE EX-25.3 Exhibit 25.3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ? U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer
August 9, 2017	EX-25.4	SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE EX-25.4 Exhibit 25.4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ? U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer
September 26, 2016	15-12B	Memorial Resource Development 15-12B 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-36490 RANGE RESOURCES ? LOUISIANA, INC. (Exact name of registran
September 20, 2016	POSASR	Memorial Resource Development POSASR POSASR As filed with the Securities and Exchange Commission on September 20, 2016 Registration No.
September 20, 2016	SC 13D/A	MRD / Memorial Resource Development Corp. / MRD Holdco LLC - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3) Memorial Resource Development Corp. (Name of Issuer) Common stock, par value $0.01 per share (Title of Class of Securities) 58605Q 109 (CUSIP Number) Jeff Zlotky NGP Energy Capital Management, L.L.C. 5221 O’Connor Blvd., Suite 1100 Irving, Texas 75039 (972)
September 20, 2016	S-8 POS	Memorial Resource Development S-8 POS S-8 POS As filed with the Securities and Exchange Commission on September 20, 2016 Registration No.
September 16, 2016	EX-3.1	AMENDED AND RESTATED CERTIFICATE OF INCORPORATION RANGE RESOURCES – LOUISIANA, INC. EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RANGE RESOURCES ? LOUISIANA, INC. FIRST: The name of the corporation (which is hereinafter referred to as the ?Corporation?) is Range Resources ? Louisiana, Inc. SECOND: The address of the Corporation?s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, DE, 19808.
September 16, 2016	8-K	Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 16, 2016 (September 15, 2016) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other J
September 16, 2016	8-K	Other Events 8-K 1 d252230d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 16, 2016 RANGE RESOURCES – LOUISIANA, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 001-36490 46-4710769 (State or other
September 16, 2016	15-12B	Memorial Resource Development 15-12B 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-36490 RANGE RESOURCES - LOUISIANA, INC. (Exact name of registran
September 1, 2016	425	Memorial Resource Development 425 (Prospectus) 425 FILED BY RANGE RESOURCES CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: MEMORIAL RESOURCE DEVELOPMENT CORP.
August 31, 2016	425	Memorial Resource Development 8-K (Prospectus) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 31, 2016 RANGE RESOURCES CORPORATION (Exact Name of Registrant as Specified in Its Charter) DELAWARE 001-12209 34-1312571 (State or other jurisdiction of incorporation) (Co
August 31, 2016	EX-99.1	Range Resources Corporation Announces Extension of its Previously Announced Offers and Consent Solicitations for Memorial Resource Development Corp.s 5.875% Senior Notes and all of Range Resources Senior Subordinated Notes to Coincide with Expected EX-99.1 Exhibit 99.1 NEWS RELEASE Range Resources Corporation Announces Extension of its Previously Announced Offers and Consent Solicitations for Memorial Resource Development Corp.?s 5.875% Senior Notes and all of Range Resources? Senior Subordinated Notes to Coincide with Expected Closing of Range?s Acquisition of Memorial FORT WORTH, TEXAS, August 31, 2016 ? RANGE RESOURCES CORPORATION (?RANGE
August 26, 2016	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 d247597d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 26, 2016 (August 23, 2016) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State
August 26, 2016	EX-4.1	MEMORIAL RESOURCE DEVELOPMENT CORP. As Issuer MEMORIAL RESOURCE FINANCE CORP. MRD OPERATING LLC LINCOLN MINERALS LLC As Guarantors 5.875% SENIOR NOTES DUE 2022 SECOND SUPPLEMENTAL INDENTURE Dated as of August 23, 2016 Dated as of July 10, 2014 U.S. B EX-4.1 Exhibit 4.1 MEMORIAL RESOURCE DEVELOPMENT CORP. As Issuer MEMORIAL RESOURCE FINANCE CORP. MRD OPERATING LLC LINCOLN MINERALS LLC As Guarantors 5.875% SENIOR NOTES DUE 2022 SECOND SUPPLEMENTAL INDENTURE Dated as of August 23, 2016 TO INDENTURE Dated as of July 10, 2014 U.S. BANK NATIONAL ASSOCIATION As Trustee SECOND SUPPLEMENTAL INDENTURE, dated as of August 23, 2016 (this ?Second Supplemen
August 26, 2016	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 d247597d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 26, 2016 (August 23, 2016) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State
August 26, 2016	EX-4.1	MEMORIAL RESOURCE DEVELOPMENT CORP. As Issuer MEMORIAL RESOURCE FINANCE CORP. MRD OPERATING LLC LINCOLN MINERALS LLC As Guarantors 5.875% SENIOR NOTES DUE 2022 SECOND SUPPLEMENTAL INDENTURE Dated as of August 23, 2016 Dated as of July 10, 2014 U.S. B EX-4.1 Exhibit 4.1 MEMORIAL RESOURCE DEVELOPMENT CORP. As Issuer MEMORIAL RESOURCE FINANCE CORP. MRD OPERATING LLC LINCOLN MINERALS LLC As Guarantors 5.875% SENIOR NOTES DUE 2022 SECOND SUPPLEMENTAL INDENTURE Dated as of August 23, 2016 TO INDENTURE Dated as of July 10, 2014 U.S. BANK NATIONAL ASSOCIATION As Trustee SECOND SUPPLEMENTAL INDENTURE, dated as of August 23, 2016 (this ?Second Supplemen
August 26, 2016	EX-4.1	MEMORIAL RESOURCE DEVELOPMENT CORP. As Issuer MEMORIAL RESOURCE FINANCE CORP. MRD OPERATING LLC LINCOLN MINERALS LLC As Guarantors 5.875% SENIOR NOTES DUE 2022 SECOND SUPPLEMENTAL INDENTURE Dated as of August 23, 2016 Dated as of July 10, 2014 U.S. B EX-4.1 Exhibit 4.1 MEMORIAL RESOURCE DEVELOPMENT CORP. As Issuer MEMORIAL RESOURCE FINANCE CORP. MRD OPERATING LLC LINCOLN MINERALS LLC As Guarantors 5.875% SENIOR NOTES DUE 2022 SECOND SUPPLEMENTAL INDENTURE Dated as of August 23, 2016 TO INDENTURE Dated as of July 10, 2014 U.S. BANK NATIONAL ASSOCIATION As Trustee SECOND SUPPLEMENTAL INDENTURE, dated as of August 23, 2016 (this ?Second Supplemen
August 26, 2016	425	Memorial Resource Development 8-K (Prospectus) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 26, 2016 (August 23, 2016) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisdiction
August 26, 2016	425	Memorial Resource Development 8-K (Prospectus) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 26, 2016 (August 23, 2016) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisdiction
August 26, 2016	EX-4.1	MEMORIAL RESOURCE DEVELOPMENT CORP. As Issuer MEMORIAL RESOURCE FINANCE CORP. MRD OPERATING LLC LINCOLN MINERALS LLC As Guarantors 5.875% SENIOR NOTES DUE 2022 SECOND SUPPLEMENTAL INDENTURE Dated as of August 23, 2016 Dated as of July 10, 2014 U.S. B EX-4.1 Exhibit 4.1 MEMORIAL RESOURCE DEVELOPMENT CORP. As Issuer MEMORIAL RESOURCE FINANCE CORP. MRD OPERATING LLC LINCOLN MINERALS LLC As Guarantors 5.875% SENIOR NOTES DUE 2022 SECOND SUPPLEMENTAL INDENTURE Dated as of August 23, 2016 TO INDENTURE Dated as of July 10, 2014 U.S. BANK NATIONAL ASSOCIATION As Trustee SECOND SUPPLEMENTAL INDENTURE, dated as of August 23, 2016 (this ?Second Supplemen
August 25, 2016	EX-4.2	RANGE RESOURCES CORPORATION As Issuer ENERGY ASSETS OPERATING COMPANY, LLC RANGE ENERGY SERVICES COMPANY, LLC RANGE PRODUCTION COMPANY, LLC RANGE RESOURCES—APPALACHIA, LLC RANGE RESOURCES—MIDCONTINENT, LLC RANGE RESOURCES—PINE MOUNTAIN, INC. As Guara EX-4.2 Exhibit 4.2 RANGE RESOURCES CORPORATION As Issuer ENERGY ASSETS OPERATING COMPANY, LLC RANGE ENERGY SERVICES COMPANY, LLC RANGE PRODUCTION COMPANY, LLC RANGE RESOURCES?APPALACHIA, LLC RANGE RESOURCES?MIDCONTINENT, LLC RANGE RESOURCES?PINE MOUNTAIN, INC. As Guarantors 5% SENIOR SUBORDINATED NOTES DUE 2022 SECOND SUPPLEMENTAL INDENTURE Dated as of August 23, 2016 TO INDENTURE Dated as of Marc
August 25, 2016	EX-4.3	RANGE RESOURCES CORPORATION As Issuer ENERGY ASSETS OPERATING COMPANY, LLC RANGE ENERGY SERVICES COMPANY, LLC RANGE PRODUCTION COMPANY, LLC RANGE RESOURCES—APPALACHIA, LLC RANGE RESOURCES—MIDCONTINENT, LLC RANGE RESOURCES—PINE MOUNTAIN, INC. As Guara EX-4.3 Exhibit 4.3 RANGE RESOURCES CORPORATION As Issuer ENERGY ASSETS OPERATING COMPANY, LLC RANGE ENERGY SERVICES COMPANY, LLC RANGE PRODUCTION COMPANY, LLC RANGE RESOURCES?APPALACHIA, LLC RANGE RESOURCES?MIDCONTINENT, LLC RANGE RESOURCES?PINE MOUNTAIN, INC. As Guarantors 5% SENIOR SUBORDINATED NOTES DUE 2023 FIRST SUPPLEMENTAL INDENTURE Dated as of August 23, 2016 TO INDENTURE Dated as of March
August 25, 2016	EX-4.1	RANGE RESOURCES CORPORATION As Issuer ENERGY ASSETS OPERATING COMPANY, LLC RANGE ENERGY SERVICES COMPANY, LLC RANGE PRODUCTION COMPANY, LLC RANGE RESOURCES—APPALACHIA, LLC RANGE RESOURCES—MIDCONTINENT, LLC RANGE RESOURCES—PINE MOUNTAIN, INC. As Guara EX-4.1 Exhibit 4.1 RANGE RESOURCES CORPORATION As Issuer ENERGY ASSETS OPERATING COMPANY, LLC RANGE ENERGY SERVICES COMPANY, LLC RANGE PRODUCTION COMPANY, LLC RANGE RESOURCES?APPALACHIA, LLC RANGE RESOURCES?MIDCONTINENT, LLC RANGE RESOURCES?PINE MOUNTAIN, INC. As Guarantors 5.75% SENIOR SUBORDINATED NOTES DUE 2021 SECOND SUPPLEMENTAL INDENTURE Dated as of August 23, 2016 TO INDENTURE Dated as of M
August 25, 2016	EX-4.2	RANGE RESOURCES CORPORATION As Issuer ENERGY ASSETS OPERATING COMPANY, LLC RANGE ENERGY SERVICES COMPANY, LLC RANGE PRODUCTION COMPANY, LLC RANGE RESOURCES—APPALACHIA, LLC RANGE RESOURCES—MIDCONTINENT, LLC RANGE RESOURCES—PINE MOUNTAIN, INC. As Guara EX-4.2 Exhibit 4.2 RANGE RESOURCES CORPORATION As Issuer ENERGY ASSETS OPERATING COMPANY, LLC RANGE ENERGY SERVICES COMPANY, LLC RANGE PRODUCTION COMPANY, LLC RANGE RESOURCES?APPALACHIA, LLC RANGE RESOURCES?MIDCONTINENT, LLC RANGE RESOURCES?PINE MOUNTAIN, INC. As Guarantors 5% SENIOR SUBORDINATED NOTES DUE 2022 SECOND SUPPLEMENTAL INDENTURE Dated as of August 23, 2016 TO INDENTURE Dated as of Marc
August 25, 2016	EX-4.1	RANGE RESOURCES CORPORATION As Issuer ENERGY ASSETS OPERATING COMPANY, LLC RANGE ENERGY SERVICES COMPANY, LLC RANGE PRODUCTION COMPANY, LLC RANGE RESOURCES—APPALACHIA, LLC RANGE RESOURCES—MIDCONTINENT, LLC RANGE RESOURCES—PINE MOUNTAIN, INC. As Guara EX-4.1 Exhibit 4.1 RANGE RESOURCES CORPORATION As Issuer ENERGY ASSETS OPERATING COMPANY, LLC RANGE ENERGY SERVICES COMPANY, LLC RANGE PRODUCTION COMPANY, LLC RANGE RESOURCES?APPALACHIA, LLC RANGE RESOURCES?MIDCONTINENT, LLC RANGE RESOURCES?PINE MOUNTAIN, INC. As Guarantors 5.75% SENIOR SUBORDINATED NOTES DUE 2021 SECOND SUPPLEMENTAL INDENTURE Dated as of August 23, 2016 TO INDENTURE Dated as of M
August 25, 2016	EX-4.3	RANGE RESOURCES CORPORATION As Issuer ENERGY ASSETS OPERATING COMPANY, LLC RANGE ENERGY SERVICES COMPANY, LLC RANGE PRODUCTION COMPANY, LLC RANGE RESOURCES—APPALACHIA, LLC RANGE RESOURCES—MIDCONTINENT, LLC RANGE RESOURCES—PINE MOUNTAIN, INC. As Guara EX-4.3 Exhibit 4.3 RANGE RESOURCES CORPORATION As Issuer ENERGY ASSETS OPERATING COMPANY, LLC RANGE ENERGY SERVICES COMPANY, LLC RANGE PRODUCTION COMPANY, LLC RANGE RESOURCES?APPALACHIA, LLC RANGE RESOURCES?MIDCONTINENT, LLC RANGE RESOURCES?PINE MOUNTAIN, INC. As Guarantors 5% SENIOR SUBORDINATED NOTES DUE 2023 FIRST SUPPLEMENTAL INDENTURE Dated as of August 23, 2016 TO INDENTURE Dated as of March
August 25, 2016	425	Memorial Resource Development 8-K (Prospectus) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 25, 2016 (August 23, 2016) RANGE RESOURCES CORPORATION (Exact Name of Registrant as Specified in Its Charter) DELAWARE 001-12209 34-1312571 (State or other jurisdiction of
August 25, 2016	425	Memorial Resource Development 8-K (Prospectus) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 25, 2016 (August 23, 2016) RANGE RESOURCES CORPORATION (Exact Name of Registrant as Specified in Its Charter) DELAWARE 001-12209 34-1312571 (State or other jurisdiction of
August 17, 2016	425	Memorial Resource Development FORM 8-K (Prospectus) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 17, 2016 (August 16, 2016) RANGE RESOURCES CORPORATION (Exact Name of Registrant as Specified in Its Charter) DELAWARE 001-12209 34-1312571 (State or other jurisdictio
August 17, 2016	EX-99.1	Range Resources Corporation Announces Early Tender Results for Offers and Consent Solicitations for Memorial Resource Development Corp.’s 5.875% Senior Notes and all of Range Resources’ Senior Subordinated Notes Approximately 99.69% of Total Outstand EX-99.1 Exhibit 99.1 NEWS RELEASE Range Resources Corporation Announces Early Tender Results for Offers and Consent Solicitations for Memorial Resource Development Corp.?s 5.875% Senior Notes and all of Range Resources? Senior Subordinated Notes Approximately 99.69% of Total Outstanding Existing Memorial Senior Notes Tendered Approximately 93.57% of Total Outstanding Existing Range Senior Subordin
August 15, 2016	425	Memorial Resource Development 425 (Prospectus) 425 FILED BY RANGE RESOURCES CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: MEMORIAL RESOURCE DEVELOPMENT CORP.
August 15, 2016	425	Memorial Resource Development 425 (Prospectus) 425 FILED BY RANGE RESOURCES CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: MEMORIAL RESOURCE DEVELOPMENT CORP.
August 15, 2016	425	Memorial Resource Development 425 (Prospectus) 425 FILED BY RANGE RESOURCES CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: MEMORIAL RESOURCE DEVELOPMENT CORP.
August 15, 2016	425	Memorial Resource Development 425 (Prospectus) 425 FILED BY RANGE RESOURCES CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: MEMORIAL RESOURCE DEVELOPMENT CORP.
August 10, 2016	DEFM14A	Memorial Resource Development DEFM14A DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
August 8, 2016	425	Memorial Resource Development 8-K (Prospectus) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 8, 2016 (August 7, 2016) RANGE RESOURCES CORPORATION (Exact Name of Registrant as Specified in Its Charter) DELAWARE 001-12209 34-1312571 (State or other jurisdiction of in
August 8, 2016	EX-99.1	Voting Support and Nomination Agreement EX-99.1 Exhibit 99.1 Voting Support and Nomination Agreement This Voting Support and Nomination Agreement (this ?Agreement?), dated as of August 7, 2016, is entered into by and among SailingStone Capital Partners LLC, a Delaware limited liability company (?SailingStone Capital?), SailingStone Holdings LLC, a Delaware limited liability company, MacKenzie B. Davis and Kenneth L. Settles Jr. (collect
August 8, 2016	EX-99.2	Range Resources Corporation to Add New Independent Director to Board Enters into Agreement with SailingStone Capital Partners to Identify New Director SailingStone Confirms its Intention to Support the Proposed Merger with Memorial Resource Developme EX-99.2 Exhibit 99.2 Range Resources Corporation to Add New Independent Director to Board Enters into Agreement with SailingStone Capital Partners to Identify New Director SailingStone Confirms its Intention to Support the Proposed Merger with Memorial Resource Development Corp. FORT WORTH, Texas, August 8, 2016?RANGE RESOURCES CORPORATION (NYSE: RRC) and SailingStone Capital Partners, LLC, owner
August 3, 2016	EX-99.1	Range Resources Corporation Commences Offers and Consent Solicitations for Memorial Resource Development Corp.’s Senior Notes and Range’s Senior Subordinated Notes EX-99.1 Exhibit 99.1 NEWS RELEASE Range Resources Corporation Commences Offers and Consent Solicitations for Memorial Resource Development Corp.?s Senior Notes and Range?s Senior Subordinated Notes FORT WORTH, TEXAS, August 3, 2016 ? RANGE RESOURCES CORPORATION ?Range? (NYSE: RRC) announced today that, in connection with the anticipated merger of Range and Memorial Resource Development Corp. (?Mem
August 3, 2016	425	Memorial Resource Development 8-K (Prospectus) 425 1 d126539d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 3, 2016 RANGE RESOURCES CORPORATION (Exact Name of Registrant as Specified in Its Charter) DELAWARE 001-12209 34-1312571 (State or other jurisdiction o
July 28, 2016	10-Q	Memorial Resource Development MRD-Q2_20160630 (Quarterly Report) 10-Q 1 mrd-10q20160630.htm MRD-Q220160630 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10–Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission
July 28, 2016	8-K	Memorial Resource Development 8-K (Current Report/Significant Event) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 28, 2016 (July 28, 2016) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisdiction of
July 28, 2016	EX-99.1	Memorial Resource Development Corp. Announces Second Quarter 2016 Results EX-99.1 Exhibit 99.1 News For Immediate Release Memorial Resource Development Corp. Announces Second Quarter 2016 Results HOUSTON, July 28, 2016 ? Memorial Resource Development Corp. (Nasdaq: MRD) announced today its operating and financial results for the three months ended June 30, 2016. Highlights from the quarter include: ? Increased average daily production 68% to 451 MMcfe/d for the second q
July 28, 2016	EX-99	MEMORIAL RESOURCE DEVELOPMENT CORP. INDEX TO FINANCIAL STATEMENTS Exhibit 99.2 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA MEMORIAL RESOURCE DEVELOPMENT CORP. INDEX TO FINANCIAL STATEMENTS Page No. Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2015 and 2014 F-3 Statements of Consolidated and Combined Operations for the Years Ended December 31, 2015, 2014, and 2013 F-4 Statements of Consolidated
July 28, 2016	425	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 28, 2016 (July 28, 2016) MEM 425 1 mrd-8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 28, 2016 (July 28, 2016) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or
July 28, 2016	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 28, 2016 (July 28, 2016) MEM UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 28, 2016 (July 28, 2016) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisdiction of Inco
July 28, 2016	EX-10	Sixth Amendment to Credit Agreement dated as of May 31, 2016 Memorial Resource Development Corp., as Borrower, Bank of America, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., BMO Harris Bank, N.A., Com Exhibit 10.1 Sixth Amendment to Credit Agreement dated as of May 31, 2016 among Memorial Resource Development Corp., as Borrower, Bank of America, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., BMO Harris Bank, N.A., Comerica Bank, Credit Agricole Corporate and Investment Bank, Natixis, MUFG Union Bank, N.A., and Wells Fargo Bank, National Associati
July 28, 2016	EX-99	MEMORIAL RESORUCE DEVELOPMENT CORP. TABLE OF CONTENTS Exhibit 99.1 MEMORIAL RESORUCE DEVELOPMENT CORP. TABLE OF CONTENTS Page PART II Item 6. Selected Financial Data 2 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 4 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 19 1 ITEM 6. SELECTED FINANCIAL DATA The following selected financial data should be read in conjunction with “Item 7. Man
July 28, 2016	EX-10	AMENDMENT NO. 2 TO AMENDED AND RESTATED AREA OF MUTUAL INTEREST AND MIDSTREAM EXCLUSIVITY AGREEMENT Exhibit 10.2 AMENDMENT NO. 2 TO AMENDED AND RESTATED AREA OF MUTUAL INTEREST AND MIDSTREAM EXCLUSIVITY AGREEMENT This Amendment No. 2 to Amended and Restated Area of Mutual Interest and Midstream Exclusivity Agreement, dated as of May 31, 2016 (this “Amendment”), is entered into by and among PennTex NLA Holdings, LLC, a Delaware limited liability company (“PTX”), MRD WHR LA Midstream LLC, a Delawa
July 28, 2016	EX-99	MEMORIAL RESOURCE DEVELOPMENT CORP. INDEX TO FINANCIAL STATEMENTS Exhibit 99.2 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA MEMORIAL RESOURCE DEVELOPMENT CORP. INDEX TO FINANCIAL STATEMENTS Page No. Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2015 and 2014 F-3 Statements of Consolidated and Combined Operations for the Years Ended December 31, 2015, 2014, and 2013 F-4 Statements of Consolidated
July 28, 2016	EX-99	MEMORIAL RESORUCE DEVELOPMENT CORP. TABLE OF CONTENTS Exhibit 99.1 MEMORIAL RESORUCE DEVELOPMENT CORP. TABLE OF CONTENTS Page PART II Item 6. Selected Financial Data 2 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 4 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 19 1 ITEM 6. SELECTED FINANCIAL DATA The following selected financial data should be read in conjunction with “Item 7. Man
July 26, 2016	425	Memorial Resource Development 425 (Prospectus) 425 Company Presentation July 26, 2016 FILED BY RANGE RESOURCES CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: MEMORIAL RESOURCE DEVELOPMENT CORP.
July 18, 2016	EX-99.1	Memorial Resource Development Corp. Announces Meeting Date and Record Date for Special Meeting EX-99.1 Exhibit 99.1 News For Immediate Release Memorial Resource Development Corp. Announces Meeting Date and Record Date for Special Meeting HOUSTON, July 18, 2016 ? Memorial Resource Development Corp. (Nasdaq: MRD) announced today that it will hold a special meeting of stockholders in connection with the proposed merger with Range Resources Corporation (?Range?) (NYSE: RRC) on September 15, 201
July 18, 2016	8-K	Memorial Resource Development 8-K (Current Report/Significant Event) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 18, 2016 (July 18, 2016) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisdiction of
July 18, 2016	425	Memorial Resource Development 8-K (Prospectus) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 18, 2016 (July 18, 2016) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisdiction of
July 18, 2016	EX-99.1	Memorial Resource Development Corp. Announces Meeting Date and Record Date for Special Meeting EX-99.1 Exhibit 99.1 News For Immediate Release Memorial Resource Development Corp. Announces Meeting Date and Record Date for Special Meeting HOUSTON, July 18, 2016 ? Memorial Resource Development Corp. (Nasdaq: MRD) announced today that it will hold a special meeting of stockholders in connection with the proposed merger with Range Resources Corporation (?Range?) (NYSE: RRC) on September 15, 201
July 18, 2016	EX-99.1	RANGE RESOURCES CORPORATION ANNOUNCES RECORD DATE AND EXPECTED MEETING DATE TIMING FOR SPECIAL STOCKHOLDER MEETING REGARDING MERGER WITH MEMORIAL RESOURCES DEVELOPMENT CORP. EX-99.1 Exhibit 99.1 NEWS RELEASE RANGE RESOURCES CORPORATION ANNOUNCES RECORD DATE AND EXPECTED MEETING DATE TIMING FOR SPECIAL STOCKHOLDER MEETING REGARDING MERGER WITH MEMORIAL RESOURCES DEVELOPMENT CORP. FORT WORTH, TEXAS, July 18, 2016 RANGE RESOURCES CORPORATION (NYSE: RRC) (?Range?) announced today that it has established a record date and the expected timing of its meeting date for the spe
July 18, 2016	425	Memorial Resource Development FORM 8-K (Prospectus) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 18, 2016 RANGE RESOURCES CORPORATION (Exact Name of Registrant as Specified in Its Charter) DELAWARE 001-12209 34-1312571 (State or other jurisdiction of incorporation)
June 28, 2016	425	Memorial Resource Development 8-K (Prospectus) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2016 (June 27, 2016) RANGE RESOURCES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-12209 34-1312571 (State or other jurisdiction of inco
June 24, 2016	425	Memorial Resource Development 425 (Prospectus) 425 Company Presentation June 27, 2016 FILED BY RANGE RESOURCES CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 REGISTRATION NO.
June 1, 2016	8-K	Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events 8-K 1 d202251d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 1, 2016 (June 1, 2016) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Oth
June 1, 2016	EX-99.1	MEMORIAL RESOURCE DEVELOPMENT CORP. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS EX-99.1 Exhibit 99.1 MEMORIAL RESOURCE DEVELOPMENT CORP. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS Introduction On June 1, 2016, Memorial Resource Development Corp. (the ?Company?) sold Memorial Production Partners GP LLC (?MEMP GP?), the general partner of Memorial Production Partners LP (?MEMP?), Beta Operating Company, LLC and MEMP Services LLC (collectively,
June 1, 2016	425	Memorial Resource Development 8-K (Prospectus) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 1, 2016 (June 1, 2016) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisdiction of In
June 1, 2016	EX-99.1	MEMORIAL RESOURCE DEVELOPMENT CORP. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS EX-99.1 2 d202251dex991.htm EX-99.1 Exhibit 99.1 MEMORIAL RESOURCE DEVELOPMENT CORP. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS Introduction On June 1, 2016, Memorial Resource Development Corp. (the “Company”) sold Memorial Production Partners GP LLC (“MEMP GP”), the general partner of Memorial Production Partners LP (“MEMP”), Beta Operating Company, LLC and MEMP
May 31, 2016	425	Memorial Resource Development 425 (Prospectus) 425 Range Resources Announces Merger With Memorial Resource Development Conference Call Slides May 31, 2016 FILED BY RANGE RESOURCES CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: MEMORIAL RESOURCE DEVELOPMENT CORP FILE NO.
May 31, 2016	425	Memorial Resource Development 425 (Prospectus) 425 Company Presentation May 31, 2016 FILED BY RANGE RESOURCES CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: MEMORIAL RESOURCE DEVELOPMENT CORP FILE NO.
May 24, 2016	SC 13D	MRD / Memorial Resource Development Corp. / RANGE RESOURCES CORP - SCHEDULE 13D Activist Investment Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Memorial Resource Development Corp. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 58605Q 109 (CUSIP Number) David P. Poole Range Resources Corporation 100 Throckmorton Street, Suite 1200 Fort Worth, T
May 19, 2016	425	Memorial Resource Development 8-K/A (Prospectus) 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2016 (May 15, 2016) RANGE RESOURCES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-12209 34-1312571 (State or other
May 18, 2016	425	Memorial Resource Development 8-K (Prospectus) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2016 (May 15, 2016) RANGE RESOURCES CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-12209 34-1312571 (State or other jurisdiction of incorp
May 18, 2016	EX-99.1	2 Exhibit 99.1 Range Resources Corporation Announces Merger With Memorial Resource Development Corp. FORT WORTH, TX (Marketwired) 05/16/16 RANGE RESOURCES CORPORATION Range (NYSE: RRC) and MEMORIAL RESOURCE DEVELOPMENT CORP. MRD (NASDAQ: MRD) announced today a definitive merger agreement under which Range will acquire all of the outstanding shares of common stock of MRD in an all-stock tra
May 18, 2016	EX-3.1	RANGE RESOURCES CORPORATION AMENDED AND RESTATED BY-LAWS (As amended through May 15, 2016) EX-3.1 Exhibit 3.1 RANGE RESOURCES CORPORATION AMENDED AND RESTATED BY-LAWS (As amended through May 15, 2016) These By-laws are subject to, and governed by, the General Corporation Law of the State of Delaware (the ?DGCL?), and the certificate of incorporation (as the same may be amended and restated from time to time, the ?Certificate of Incorporation?) of Range Resources Corporation, a Delaware
May 18, 2016	EX-2.1	AGREEMENT AND PLAN OF MERGER RANGE RESOURCES CORPORATION, MEDINA MERGER SUB, INC. MEMORIAL RESOURCE DEVELOPMENT CORP. Dated as of May 15, 2016 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 1 1.1 Certain Definitions 1 1.2 Terms Defined Elsewher EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among RANGE RESOURCES CORPORATION, MEDINA MERGER SUB, INC. and MEMORIAL RESOURCE DEVELOPMENT CORP. Dated as of May 15, 2016 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 1 1.1 Certain Definitions 1 1.2 Terms Defined Elsewhere 11 ARTICLE II THE MERGER 13 2.1 The Merger 13 2.2 Closing 14 2.3 Effect of the Merger 14 2.4 Organizational Documents 1
May 18, 2016	EX-10.1	VOTING AND SUPPORT AGREEMENT EX-10.1 Exhibit 10.1 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this ?Agreement?) is made and entered into as of May 15, 2016, by and among MRD Holdco LLC, a Delaware limited liability company (?Holdco?), Jay Graham (?Graham?), WHR Incentive LLC, a Delaware limited liability company (?WHR?), Anthony Bahr (?Bahr? and, together with Holdco, Graham and WHR, the ?Stockholders? and
May 18, 2016	SC 13D/A	MRD / Memorial Resource Development Corp. / MRD Holdco LLC - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) Memorial Resource Development Corp. (Name of Issuer) Common stock, par value $0.01 per share (Title of Class of Securities) 58605Q 109 (CUSIP Number) Kyle N. Roane Memorial Resource Development Corp. 500 Dallas Street, Suite 1800 Houston, Texas 77002 (713) 5
May 17, 2016	EX-2.2	VOTING AND SUPPORT AGREEMENT EX-2.2 Exhibit 2.2 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this ?Agreement?) is made and entered into as of May 15, 2016, by and among MRD Holdco LLC, a Delaware limited liability company (?Holdco?), Jay Graham (?Graham?), WHR Incentive LLC, a Delaware limited liability company (?WHR?), Anthony Bahr (?Bahr? and, together with Holdco, Graham and WHR, the ?Stockholders? and e
May 17, 2016	8-K	Changes in Control of Registrant, Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 17, 2016 (May 15, 2016) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisdiction of In
May 17, 2016	EX-2.1	AGREEMENT AND PLAN OF MERGER RANGE RESOURCES CORPORATION, MEDINA MERGER SUB, INC. MEMORIAL RESOURCE DEVELOPMENT CORP. Dated as of May 15, 2016 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 1 1.1 Certain Definitions 1 1.2 Terms Defined Elsewher EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among RANGE RESOURCES CORPORATION, MEDINA MERGER SUB, INC. and MEMORIAL RESOURCE DEVELOPMENT CORP. Dated as of May 15, 2016 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 1 1.1 Certain Definitions 1 1.2 Terms Defined Elsewhere 11 ARTICLE II THE MERGER 13 2.1 The Merger 13 2.2 Closing 14 2.3 Effect of the Merger 14 2.4 Organizational Documents 1
May 17, 2016	425	Memorial Resource Development 8-K (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 17, 2016 (May 15, 2016) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisdiction of Incorp
May 17, 2016	EX-2.2	VOTING AND SUPPORT AGREEMENT EX-2.2 3 d193373dex22.htm EX-2.2 Exhibit 2.2 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of May 15, 2016, by and among MRD Holdco LLC, a Delaware limited liability company (“Holdco”), Jay Graham (“Graham”), WHR Incentive LLC, a Delaware limited liability company (“WHR”), Anthony Bahr (“Bahr” and, together with Holdco, Graham and WHR
May 17, 2016	EX-2.1	AGREEMENT AND PLAN OF MERGER RANGE RESOURCES CORPORATION, MEDINA MERGER SUB, INC. MEMORIAL RESOURCE DEVELOPMENT CORP. Dated as of May 15, 2016 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 1 1.1 Certain Definitions 1 1.2 Terms Defined Elsewher EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among RANGE RESOURCES CORPORATION, MEDINA MERGER SUB, INC. and MEMORIAL RESOURCE DEVELOPMENT CORP. Dated as of May 15, 2016 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 1 1.1 Certain Definitions 1 1.2 Terms Defined Elsewhere 11 ARTICLE II THE MERGER 13 2.1 The Merger 13 2.2 Closing 14 2.3 Effect of the Merger 14 2.4 Organizational Documents 1
May 16, 2016	425	Memorial Resource Development 425 (Prospectus) 425 Filed by Memorial Resource Development Corp.. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Memorial Resource Development Corp.. Commission File No.: 001-36490 This filing relates to a proposed business combination involving Range Resources Corporation and Memorial Resource Development Corp. J
May 16, 2016	8-K	Submission of Matters to a Vote of Security Holders FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 16, 2016 (May 13, 2016) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisdiction
May 10, 2016	10-Q	Memorial Resource Development 10-Q (Quarterly Report) mrd-10q20160331.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10?Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-3649
May 10, 2016	EX-99.1	Memorial Resource Development Corp. Announces First Quarter 2016 Results and Updated 2016 Financial and Operational Guidance EX-99.1 2 d179260dex991.htm EX-99.1 Exhibit 99.1 News For Immediate Release Memorial Resource Development Corp. Announces First Quarter 2016 Results and Updated 2016 Financial and Operational Guidance HOUSTON, May 10, 2016 – Memorial Resource Development Corp. (Nasdaq: MRD) announced today its operating and financial results for the three months ended March 31, 2016. Highlights from the quarter in
May 10, 2016	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 10, 2016 (May 10, 2016) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisdiction of In
May 2, 2016	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events 8-K 1 d179707d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 2, 2016 (April 27, 2016) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Ot
April 1, 2016	DEFA14A	Memorial Resource Development DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
April 1, 2016	DEF 14A	Memorial Resource Development DEFINITIVE PROXY STATEMENT Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
February 24, 2016	10-K	Memorial Resource Development 10-K (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10–K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36490 MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact name of registra
February 24, 2016	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 24, 2016 (February 24, 2016) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisdic
February 24, 2016	EX-99.1	Memorial Resource Development Corp. Announces Fourth Quarter and Full Year 2015 Results EX-99.1 Exhibit 99.1 News For Immediate Release Memorial Resource Development Corp. Announces Fourth Quarter and Full Year 2015 Results HOUSTON, February 24, 2016 ? Memorial Resource Development Corp. (Nasdaq: MRD) announced today its operating and financial results for the fourth quarter and year ended December 31, 2015. Financial highlights from fourth quarter 2015 include: ? Increased average d
February 24, 2016	EX-21.1	LIST OF SUBSIDIARIES OF MEMORIAL RESOURCE DEVELOPMENT CORP. (as of December 31, 2015) Exhibit 21.1 LIST OF SUBSIDIARIES OF MEMORIAL RESOURCE DEVELOPMENT CORP. (as of December 31, 2015) Name of Subsidiary Jurisdiction of Organization MRD Operating LLC Delaware Memorial Production Partners GP LLC Delaware Memorial Resource Finance Corp Delaware Beta Operating Company, LLC Delaware Memorial Production Partners LP Delaware Memorial Production Operating LLC* Delaware Memorial Production
February 24, 2016	EX-10.30	AMENDMENT NO. 2 TO GAS TRANSPORTATION AGREEMENT Exhibit 10.30 AMENDMENT NO. 2 TO GAS TRANSPORTATION AGREEMENT This Amendment No. 2 (this “Amendment”), dated as of February 3, 2016, to that certain Gas Transportation Agreement, dated as of April 14, 2015, as amended by that certain Amendment No. 1 to Gas Transportation Agreement, dated as of August 5, 2015 (as so amended, the “Agreement”), is entered into by and among PennTex North Louisiana, LL
February 24, 2016	EX-99.1	January 20, 2016 Exhibit 99.1 January 20, 2016 Mr. John A. Weinzierl Memorial Resource Development Corp. 500 Dallas Street, Suite 1800 Houston, Texas 77002 Dear Mr. Weinzierl: In accordance with your request, we have audited the estimates prepared by Memorial Resource Development Corp. (MRD), as of December 31, 2015, of the proved reserves and future revenue to the MRD interest in certain oil and gas properties lo
February 4, 2016	EX-99.1	Memorial Resource Development Corp. Announces Operational Update, Year-End 2015 Reserves, 2016 Financial and Operational Guidance, Updated Horizontal Drilling Locations and Hedge Restructure EX-99.1 2 d103827dex991.htm EX-99.1 Exhibit 99.1 News For Immediate Release Memorial Resource Development Corp. Announces Operational Update, Year-End 2015 Reserves, 2016 Financial and Operational Guidance, Updated Horizontal Drilling Locations and Hedge Restructure HOUSTON, Feb. 2, 2016 – Memorial Resource Development Corp. (Nasdaq: MRD) announced today an operational update, year-end 2015 reserv
February 4, 2016	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 4, 2016 (February 2, 2016) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Juris
February 1, 2016	EX-99.1	Memorial Resource Development Corp. Announces Management Changes EX-99.1 Exhibit 99.1 News For Immediate Release Memorial Resource Development Corp. Announces Management Changes HOUSTON, January 29, 2016 ? The Board of Directors (the ?Board?) of Memorial Resource Development Corp. (Nasdaq: MRD) announced today that John Weinzierl will resign as Chief Executive Officer and as a member of the Board, effective immediately to focus entirely on Memorial Production P
February 1, 2016	8-K	Memorial Resource Development 8-K (Current Report/Significant Event) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 1, 2016 (January 29, 2016) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisdicti
November 20, 2015	CORRESP	Memorial Resource Development ESP Correspondence MEMORIAL RESOURCE DEVELOPMENT CORP. 500 DALLAS STREET, SUITE 1800 HOUSTON, TEXAS 77002 November 20, 2015 Mr. Ethan Horowitz Branch Chief U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Mail Stop 4628 Washington, D.C. 20549 Re: Memorial Resource Development Corp. Form 10-K for the Fiscal Year ended December 31, 2014 Filed March 18, 2015 Form
November 4, 2015	EX-10	AMENDMENT NO. 2 TO GAS GATHERING AGREEMENT Exhibit 10.3 AMENDMENT NO. 2 TO GAS GATHERING AGREEMENT This Amendment No. 2 (this ?Amendment?), dated as of August 5, 2015, to that certain Gas Gathering Agreement, dated as of April 14, 2015, as amended by that certain Amendment No. 1 to Gas Gathering Agreement, dated as of May 20, 2015 (as so amended, the ?Agreement?), is entered into by and between PennTex North Louisiana, LLC, a Delaware limi
November 4, 2015	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10–Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 ¨ TRANSITION REPORT PURSUANT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10?Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-36490 MEMORIAL RESOU
November 4, 2015	EX-10	AMENDMENT NO. 2 TO AMENDED AND RESTATED GAS PROCESSING AGREEMENT Exhibit 10.2 AMENDMENT NO. 2 TO AMENDED AND RESTATED GAS PROCESSING AGREEMENT This Amendment No. 2 (this ?Amendment?), dated as of August 5, 2015, to that certain Amended and Restated Gas Processing Agreement, dated as of April 14, 2015, as amended by that certain Amendment No. 1 to Amended and Restated Gas Processing Agreement, dated as of May 20, 2015 (as so amended, the ?Agreement?), is entered
November 4, 2015	EX-99.1	Memorial Resource Development Corp. Announces Third Quarter Results Exhibit 99.1 News For Immediate Release Memorial Resource Development Corp. Announces Third Quarter Results HOUSTON, November 4, 2015 Memorial Resource Development Corp. (Nasdaq: MRD) announced today its operating and financial results for the three months ended September 30, 2015. Financial highlights from third quarter 2015 include: Increased average daily production 102% to 406 MMcfe/d for
November 4, 2015	EX-10	AMENDMENT NO. 1 TO GAS TRANSPORTATION AGREEMENT Exhibit 10.4 AMENDMENT NO. 1 TO GAS TRANSPORTATION AGREEMENT This Amendment No. 1 to Gas Transportation Agreement, dated as of August 5, 2015 (this ?Amendment?), is entered into by and among PennTex North Louisiana, LLC, a Delaware company and successor in interest to PennTex North Louisiana Operating, LLC (?Transporter?), and MRD Operating LLC, a Delaware limited liability company (?Customer?). T
November 4, 2015	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 4, 2015 (November 4, 2015) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisdiction o
October 23, 2015	EX-99.1	Memorial Resource Development Corp. Announces Closing of Third Party Acquisition and Reserve Estimates Associated With Acquisition Acreage Exhibit 99.1 News For Immediate Release Memorial Resource Development Corp. Announces Closing of Third Party Acquisition and Reserve Estimates Associated With Acquisition Acreage HOUSTON, October 22, 2015 Memorial Resource Development Corp. (Nasdaq: MRD) today announced that it has closed its previously announced third party acquisition in Jackson and Lincoln Parishes, Louisiana for approximatel
October 23, 2015	EX-99.2	October 8, 2015 EX-99.2 Exhibit 99.2 October 8, 2015 Mr. John A. Weinzierl Memorial Resource Development Corp. 500 Dallas Street, Suite 1800 Houston, Texas 77002 Dear Mr. Weinzierl: In accordance with your request, we have estimated the proved and possible reserves and future revenue, as of July 31, 2015, to the combined interests of Rockcliff Energy LLC (Rockcliff) and Memorial Resource Development Corp. (MRD) (
October 23, 2015	8-K	Financial Statements and Exhibits, Other Events 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 23, 2015 (October 22, 2015) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisdicti
October 7, 2015	CORRESP	Memorial Resource Development ESP CORRESP MEMORIAL RESOURCE DEVELOPMENT CORP. 500 DALLAS STREET, SUITE 1800 HOUSTON, TEXAS 77002 October 7, 2015 Mr. Ethan Horowitz Branch Chief U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Mail Stop 4628 Washington, D.C. 20549-3561 Re: Memorial Resource Development Corp. Form 10-K for the Fiscal Year ended December 31, 2014 Filed March 18, 2015 File No.
September 25, 2015	EX-99.1	Memorial Resource Development Corp. Prices Upsized Public Offering of Common Stock EX-99.1 4 d42009dex991.htm EX-99.1 Exhibit 99.1 News For Immediate Release Memorial Resource Development Corp. Prices Upsized Public Offering of Common Stock HOUSTON, September 21, 2015 – Memorial Resource Development Corp. (Nasdaq: MRD) announced today that it has priced an underwritten public offering of 12,000,000 shares of its common stock at a price to the public of $17.60 per share. The offe
September 25, 2015	EX-1.1	Memorial Resource Development Corp. 12,000,000 Shares Common Stock ($0.01 par value) Underwriting Agreement EX-1.1 Exhibit 1.1 Executed Version Memorial Resource Development Corp. 12,000,000 Shares Common Stock ($0.01 par value) Underwriting Agreement New York, New York September 21, 2015 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: Memorial Resource Development Corp., a Delaware corporation (the Company), proposes to sell to Barclays Capital Inc. (the Under
September 25, 2015	EX-99.2	Memorial Resource Development Corp. Announces Full Exercise of Underwriter’s Option to Purchase Additional Shares of Common Stock EX-99.2 5 d42009dex992.htm EX-99.2 Exhibit 99.2 News For Immediate Release Memorial Resource Development Corp. Announces Full Exercise of Underwriter’s Option to Purchase Additional Shares of Common Stock HOUSTON, September 22, 2015 – Memorial Resource Development Corp. (Nasdaq: MRD) announced today that the underwriter of the previously announced underwritten public offering of 12,000,000 shares
September 25, 2015	8-K	Memorial Resource Development 8-K (Current Report/Significant Event) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 25, 2015 (September 21, 2015) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisd
September 23, 2015	424B5	CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Shares Registered Proposed Offering Price Per Share Proposed Aggregate Offering Price Amount of Registration Fee Common Stock, $0.01 par value per share 13,800,000(1) 424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-205565 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Shares Registered Proposed Offering Price Per Share Proposed Aggregate Offering Price Amount of Registration Fee Common Stock, $0.01 par value per share 13,800,000(1) $17.60 $242,880,000 $28,223(2) (1) Includes 1,800,000 shares subj
September 21, 2015	EX-99.1	Memorial Resource Development Corp. Announces Acquisition of Additional Acreage in North Louisiana, Operational Update and Increased Borrowing Base EX-99.1 Exhibit 99.1 News For Immediate Release Memorial Resource Development Corp. Announces Acquisition of Additional Acreage in North Louisiana, Operational Update and Increased Borrowing Base HOUSTON, September 21, 2015 ? Memorial Resource Development Corp. (Nasdaq: MRD) today announced it has entered into separate transactions to acquire or lease certain acreage located adjacent to the Compan
September 21, 2015	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events 8-K 1 d84854d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 21, 2015 (September 18, 2015) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (S
September 21, 2015	EX-10.1	FIFTH AMENDMENT TO CREDIT AGREEMENT dated as of September 18, 2015 Memorial Resource Development Corp., as Borrower, Bank of America, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., BMO Harris Bank, N.A EX-10.1 Exhibit 10.1 FIFTH AMENDMENT TO CREDIT AGREEMENT dated as of September 18, 2015 among Memorial Resource Development Corp., as Borrower, Bank of America, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., BMO Harris Bank, N.A., Comerica Bank, Credit Agricole Corporate and Investment Bank, Natixis, MUFG Union Bank, N.A., and Wells Fargo Bank, Nati
September 21, 2015	424B5	Subject to Completion, dated September 21, 2015 424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-205565 This prospectus supplement relates to an effective registration statement under the Securities Act of 1933 but is not complete and may be changed. This prospectus supplement and the accompanying base prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any
September 21, 2015	EX-2.1	PURCHASE AND SALE AGREEMENT ROCKCLIFF – QLS JOINT VENTURE LLC as Seller MRD OPERATING LLC as Buyer September 21, 2015 TABLE OF CONTENTS EX-2.1 Exhibit 2.1 PURCHASE AND SALE AGREEMENT between ROCKCLIFF ? QLS JOINT VENTURE LLC as Seller and MRD OPERATING LLC as Buyer dated September 21, 2015 TABLE OF CONTENTS Page Article I DEFINITIONS AND INTERPRETATION 1 1.1 Defined Terms 1 1.2 References and Rules of Construction 1 Article II PURCHASE AND SALE 2 2.1 Purchase and Sale 2 2.2 Excluded Assets 3 2.3 Revenues and Expenses 3 Article III
August 27, 2015	EX-24.1	POWER OF ATTORNEY For Executing Forms 3, 4, 5 and 144 Unassociated Document POWER OF ATTORNEY For Executing Forms 3, 4, 5 and 144 The undersigned hereby constitutes and appoints John A.
August 5, 2015	EX-10.3	AMENDMENT NO. 1 TO AMENDED AND RESTATED AREA OF MUTUAL INTEREST AND MIDSTREAM EXCLUSIVITY AGREEMENT Exhibit 10.3 Execution version AMENDMENT NO. 1 TO AMENDED AND RESTATED AREA OF MUTUAL INTEREST AND MIDSTREAM EXCLUSIVITY AGREEMENT This Amendment No. 1 to Amended and Restated Area of Mutual Interest and Midstream Exclusivity Agreement, dated as of May 20, 2015 (this ?Amendment?), is entered into by and among PennTex NLA Holdings, LLC, a Delaware limited liability company (?PTX?), MRD WHR LA Midst
August 5, 2015	EX-99.1	Memorial Resource Development Corp. Announces Second Quarter Results EX-99.1 Exhibit 99.1 News For Immediate Release Memorial Resource Development Corp. Announces Second Quarter Results HOUSTON, August 5, 2015 ? Memorial Resource Development Corp. (Nasdaq: MRD) announced today its operating and financial results for the three months ended June 30, 2015. Financial highlights from second quarter 2015 include: ? Increased average daily production 39% to 268 MMcfe/d fo
August 5, 2015	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d95693d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 5, 2015 (August 5, 2015) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or
August 5, 2015	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10–Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 ¨ TRANSITION REPORT PURSUANT TO S 10-Q 1 mrd-10q20150630.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10–Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Numbe
August 5, 2015	EX-10.7	AMENDMENT NO. 1 TO GAS GATHERING AGREEMENT Exhibit 10.7 Execution version AMENDMENT NO. 1 TO GAS GATHERING AGREEMENT This Amendment No. 1 to Gas Gathering Agreement, dated as of May 20, 2015 (this “Amendment”), is entered into by and among PennTex North Louisiana, LLC, a Delaware company and successor in interest to PennTex North Louisiana Operating, LLC (“Gatherer”), and MRD Operating LLC, a Delaware limited liability company (“Customer”)
August 5, 2015	EX-10.5	AMENDMENT NO. 1 TO AMENDED AND RESTATED GAS PROCESSING AGREEMENT Exhibit 10.5 Execution version AMENDMENT NO. 1 TO AMENDED AND RESTATED GAS PROCESSING AGREEMENT This Amendment No. 1 to Amended and Restated Gas Processing Agreement, dated as of May 20, 2015 (this ?Amendment?), is entered into by and among PennTex North Louisiana, LL C, a Delaware company and successor in interest to PennTex North Louisiana Operating, LLC (?Processor?), and MRD Operating LLC, a D
July 8, 2015	EX-99	For the Year Ended December 31, Exhibit 99.1 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the financial statements and related notes in “Item 8. Financial Statements and Supplementary Data” contained under Exhibit 99.2 of this Current Report. The following discu
July 8, 2015	EX-99	MEMORIAL RESOURCE DEVELOPMENT CORP. INDEX TO FINANCIAL STATEMENTS Exhibit 99.2 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA MEMORIAL RESOURCE DEVELOPMENT CORP. INDEX TO FINANCIAL STATEMENTS Page No. Report of Independent Registered Public Accounting Firm F-2 Consolidated and Combined Balance Sheets as of December 31, 2014 and 2013 F-3 Statements of Consolidated and Combined Operations for the Years Ended December 31, 2014, 2013 and 2012 F-4 Statements of
July 8, 2015	S-3ASR	As filed with the Securities and Exchange Commission on July 8, 2015 Table of Contents As filed with the Securities and Exchange Commission on July 8, 2015 Registration No.
July 8, 2015	EX-25.2	SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE EX-25.2 11 d81399dex252.htm EX-25.2 Exhibit 25.2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter
July 8, 2015	EX-4.4	MEMORIAL RESOURCE DEVELOPMENT CORP. [IF APPLICABLE, INSERT - THE GUARANTORS PARTY HERETO] U.S. BANK NATIONAL ASSOCIATION Dated as of [ ] [ ], 20[ ] SUBORDINATED DEBT SECURITIES MEMORIAL RESOURCE DEVELOPMENT CORP. Certain Sections of this Indenture re EX-4.4 Exhibit 4.4 MEMORIAL RESOURCE DEVELOPMENT CORP. [and] [IF APPLICABLE, INSERT - THE GUARANTORS PARTY HERETO] to U.S. BANK NATIONAL ASSOCIATION Trustee INDENTURE Dated as of [ ] [ ], 20[ ] SUBORDINATED DEBT SECURITIES MEMORIAL RESOURCE DEVELOPMENT CORP. Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939, as amended Trust Inde
July 8, 2015	EX-99	Page No. Exhibit 99.3 Page No. PART I—FINANCIAL INFORMATION ITEM 1.FINANCIAL STATEMENTS. Unaudited Condensed Consolidated Balance Sheets F-2 Unaudited Condensed Statements of Consolidated And Combined Operations F-3 Unaudited Condensed Statements of Consolidated And Combined Cash Flows F-4 Unaudited Condensed Statements of Consolidated And Combined Equity F-5 Notes to Unaudited Condensed Consolidated And C
July 8, 2015	EX-99	MEMORIAL RESOURCE DEVELOPMENT CORP. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.4 MEMORIAL RESOURCE DEVELOPMENT CORP. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction Memorial Resource Development Corp. (the “Company”) is a Delaware corporation engaged in the acquisition, exploration, and development of natural gas and oil properties primarily in North Louisiana. The Company controls Memorial Production Partners LP (“MEMP”) through the owne
July 8, 2015	EX-4.3	MEMORIAL RESOURCE DEVELOPMENT CORP. [IF APPLICABLE, INSERT - THE GUARANTORS PARTY HERETO] U.S. BANK NATIONAL ASSOCIATION Dated as of [ ] [ ], 20[ ] SENIOR DEBT SECURITIES MEMORIAL RESOURCE DEVELOPMENT CORP. Certain Sections of this Indenture relating EX-4.3 Exhibit 4.3 MEMORIAL RESOURCE DEVELOPMENT CORP. [and] [IF APPLICABLE, INSERT - THE GUARANTORS PARTY HERETO] to U.S. BANK NATIONAL ASSOCIATION Trustee INDENTURE Dated as of [ ] [ ], 20[ ] SENIOR DEBT SECURITIES MEMORIAL RESOURCE DEVELOPMENT CORP. Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939, as amended Trust Indenture
July 8, 2015	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 8, 2015 (July 8, 2015) MEMOR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 8, 2015 (July 8, 2015) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisdiction of Incorp
July 8, 2015	EX-12.1	STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in thousands) For Three Months Ended March 31, For Year Ended December 31, 2015 2014 2013 2012 Earnings: Income before income taxes $ (66,961 ) $ (535,092 ) $ 152,951 $ 27,104 Fixed char EXHIBIT 12.1 STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in thousands) For Three Months Ended March 31, For Year Ended December 31, 2015 2014 2013 2012 Earnings: Income before income taxes $ (66,961 ) $ (535,092 ) $ 152,951 $ 27,104 Fixed charges 40,687 147,550 74,291 32,210 Amortization of capitalized interest 306 1,026 ? ? Capitalized interest (1,758 ) (7,297 ) ? ? Net loss (
July 8, 2015	EX-25.1	SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer Identif
July 6, 2015	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 6, 2015 (July 1, 2015) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisdiction of In
June 2, 2015	8-K	Memorial Resource Development 8-K (Current Report/Significant Event) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 2, 2015 (May 29, 2015) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisdiction of In
May 27, 2015	8-K/A	Memorial Resource Development 8-K/A (Current Report/Significant Event) 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 27, 2015 (May 15, 2015) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Ot
May 19, 2015	8-K	Memorial Resource Development 8-K (Current Report/Significant Event) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 19, 2015 (May 15, 2015) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisdiction of In
May 11, 2015	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10–Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 ¨ TRANSITION REPORT PURSUANT TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10?Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-36490 MEMORIAL RESOURCE
May 6, 2015	8-K	Memorial Resource Development FORM 8-K (Current Report/Significant Event) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 6, 2015 (May 6, 2015) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisdiction of
May 6, 2015	EX-99.1	Memorial Resource Development Corp. Announces First Quarter Results Exhibit 99.1 News For Immediate Release Memorial Resource Development Corp. Announces First Quarter Results HOUSTON, May 6, 2015 Memorial Resource Development Corp. (Nasdaq: MRD) announced today its operating and financial results for the three months ended March 31, 2015. Financial highlights from first quarter 2015 include: Increased average daily production 87% to 277 MMcfe/d for the first
May 4, 2015	424B3	Memorial Resource Development Corp. Offer to Exchange Up to $600,000,000 of 5.875% Senior Notes due 2022 That Have Not Been Registered under the Securities Act of 1933 Up to $600,000,000 of 5.875% Senior Notes due 2022 That Have Been Registered under Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-203496 PROSPECTUS Memorial Resource Development Corp. Offer to Exchange Up to $600,000,000 of 5.875% Senior Notes due 2022 That Have Not Been Registered under the Securities Act of 1933 For Up to $600,000,000 of 5.875% Senior Notes due 2022 That Have Been Registered under the Securities Act of 1933 Terms of the New 5.875% Seni
April 17, 2015	EX-25.1	SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to EX-25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer I
April 17, 2015	EX-12.1	STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in thousands) For the Year Ended December 31, 2014 2013 2012 Earnings: Income before income taxes $ (535,092 ) $ 152,951 $ 27,104 Fixed charges 147,550 74,291 32,210 Amortization of capi EX-12.1 Exhibit 12.1 STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in thousands) For the Year Ended December 31, 2014 2013 2012 Earnings: Income before income taxes $ (535,092 ) $ 152,951 $ 27,104 Fixed charges 147,550 74,291 32,210 Amortization of capitalized interest 1,026 — — Capitalized interest (7,297 ) — — Net loss (income) attributable to noncontrolling interest (32 ) (267
April 17, 2015	S-4	As filed with the Securities and Exchange Commission on April 17, 2015 Form S-4 Table of Contents As filed with the Securities and Exchange Commission on April 17, 2015 Registration No.
April 17, 2015	EX-10.1	AMENDED AND RESTATED AREA OF MUTUAL INTEREST AND MIDSTREAM EXCLUSIVITY AGREEMENT EX-10.1 Exhibit 10.1 Execution Version AMENDED AND RESTATED AREA OF MUTUAL INTEREST AND MIDSTREAM EXCLUSIVITY AGREEMENT This Amended and Restated Area of Mutual Interest and Midstream Exclusivity Agreement (this ?Agreement?) is dated effective as of April 14, 2015 (the ?Effective Date?), by and among PennTex NLA Holdings, LLC, a Delaware limited liability company (?PTX?), MRD WHR LA Midstream LLC,
April 17, 2015	EX-10.5	TRANSPORTATION SERVICES AGREEMENT Exhibit 10.5 Execution Version TRANSPORTATION SERVICES AGREEMENT This Transportation Services Agreement (this ?Agreement?) is made and entered into this 14th day of April, 2015 (the ?Effective Date?), by and between PennTex North Louisiana Operating, LLC, a Delaware limited liability company (?Carrier?), and MRD Operating LLC, a Delaware limited liability company (?Shipper?). Shipper and Carrier m
April 17, 2015	EX-21.1	LIST OF SUBSIDIARIES OF MEMORIAL RESOURCE DEVELOPMENT CORP. Name of Subsidiary Jurisdiction of Organization MRD Operating LLC Delaware Memorial Production Partners GP LLC Delaware Memorial Resource Finance Corp Delaware Beta Operating Company, LLC De Exhibit 21.1 LIST OF SUBSIDIARIES OF MEMORIAL RESOURCE DEVELOPMENT CORP. Name of Subsidiary Jurisdiction of Organization MRD Operating LLC Delaware Memorial Production Partners GP LLC Delaware Memorial Resource Finance Corp Delaware Beta Operating Company, LLC Delaware Memorial Production Partners LP Delaware Memorial Production Operating LLC Delaware Memorial Production Finance Corporation Delawa
April 17, 2015	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 17, 2015 (April 14, 2015) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisdict
April 17, 2015	EX-10.4	GAS TRANSPORTATION AGREEMENT EX-10.4 Exhibit 10.4 Execution Version GAS TRANSPORTATION AGREEMENT This Gas Transportation Agreement (this ?Agreement?) is hereby made and entered into on the 14th day of April, 2015 (the ?Effective Date?) by and between PennTex North Louisiana Operating, LLC, a Delaware limited liability company (?Transporter?), and MRD Operating LLC, a Delaware limited liability company (?Customer?). Hereinafte
April 17, 2015	EX-10.3	GAS GATHERING AGREEMENT EX-10.3 4 d908787dex103.htm EX-10.3 Exhibit 10.3 Execution Version GAS GATHERING AGREEMENT This Gas Gathering Agreement (this “Agreement”) is hereby made and entered into on the 14th day of April, 2015 to be effective for all purposes as of December 20, 2014 (the “Effective Date”) by and between PennTex North Louisiana Operating, LLC, a Delaware limited liability company (“Gatherer”), and MRD Oper
April 17, 2015	EX-10.2	AMENDED AND RESTATED GAS PROCESSING AGREEMENT PennTex North Louisiana Operating, LLC MRD Operating LLC Effective as of April 14, 2015 TABLE OF CONTENTS ARTICLE PAGE ARTICLE I. CERTAIN DEFINITIONS 1 ARTICLE II. CUSTOMER RIGHTS AND OBLIGATIONS 10 2.1 D EX-10.2 3 d908787dex102.htm EX-10.2 Exhibit 10.2 Execution Version AMENDED AND RESTATED GAS PROCESSING AGREEMENT Between PennTex North Louisiana Operating, LLC “Processor” and MRD Operating LLC “Customer” Effective as of April 14, 2015 TABLE OF CONTENTS ARTICLE PAGE ARTICLE I. CERTAIN DEFINITIONS 1 ARTICLE II. CUSTOMER RIGHTS AND OBLIGATIONS 10 2.1 Dedication 10 2.2 Prior Dedications 11 2.3 Covena
April 14, 2015	8-K	Memorial Resource Development 8-K (Current Report/Significant Event) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 14, 2015 (April 13, 2015) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisdiction o
April 14, 2015	EX-10.1	FOURTH AMENDMENT TO CREDIT AGREEMENT dated as of April 13, 2015 Memorial Resource Development Corp., as Borrower, Bank of America, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., BMO Harris Bank, N.A., EX-10.1 Exhibit 10.1 FOURTH AMENDMENT TO CREDIT AGREEMENT dated as of April 13, 2015 among Memorial Resource Development Corp., as Borrower, Bank of America, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., BMO Harris Bank, N.A., Comerica Bank, Credit Agricole Corporate and Investment Bank, Natixis, MUFG Union Bank, N.A., and Wells Fargo Bank, Nationa
April 14, 2015	EX-99.1	Memorial Resource Development Corp. Announces Share Repurchase Program And Re-Affirmation of $725 Million Borrowing Base EX-99.1 Exhibit 99.1 News For Immediate Release Memorial Resource Development Corp. Announces Share Repurchase Program And Re-Affirmation of $725 Million Borrowing Base HOUSTON, April 14, 2015 ? Memorial Resource Development Corp. (Nasdaq: MRD) announced today that its Board of Directors has authorized the repurchase of up to $50 million of MRD?s common stock. In addition, MRD?s bank group has re-
April 3, 2015	DEF 14A	Memorial Resource Development DEF 14A DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
April 3, 2015	DEFA14A	Memorial Resource Development DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
March 18, 2015	EX-21.1	LIST OF SUBSIDIARIES OF MEMORIAL RESOURCE DEVELOPMENT CORP. (as of December 31, 2014) Exhibit 21.1 LIST OF SUBSIDIARIES OF MEMORIAL RESOURCE DEVELOPMENT CORP. (as of December 31, 2014) Name of Subsidiary Jurisdiction of Organization MRD Operating LLC Delaware WildHorse Resources, LLC Delaware Memorial Production Partners GP LLC Delaware Memorial Resource Finance Corp Delaware Beta Operating Company, LLC Delaware Classic Hydrocarbons Holdings, L.P. Texas Classic Hydrocarbons GP Co.,
March 18, 2015	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10–K 10-K 1 mrd-10k20141231.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10–K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36490 MEMORIAL RESOURCE DEVELOPME
March 18, 2015	EX-99.1	January 16, 2015 Exhibit 99.1 January 16, 2015 Mr. John A. Weinzierl Memorial Resource Development Corp. 500 Dallas Street, Suite 1800 Houston, Texas 77002 Dear Mr. Weinzierl: In accordance with your request, we have audited the estimates prepared by Memorial Resource Development Corp. (MRD), as of December 31, 2014, of the proved, probable, and possible reserves and future revenue to the MRD interest in certain o
March 11, 2015	8-K	Memorial Resource Development FORM 8-K (Current Report/Significant Event) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 11, 2015 (March 11, 2015) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisdict
March 11, 2015	EX-99.1	Memorial Resource Development Corp. Announces Fourth Quarter and Full Year 2014 Results EX-99.1 Exhibit 99.1 News For Immediate Release Memorial Resource Development Corp. Announces Fourth Quarter and Full Year 2014 Results HOUSTON, March 11, 2015 ? Memorial Resource Development Corp. (Nasdaq: MRD) announced today its operating and financial results for the fourth quarter and year ended December 31, 2014. Financial highlights from fourth quarter 2014 include: ? Increased average dail
February 24, 2015	EX-99.1	Memorial Resource Development Corp. Announces Year-End 2014 Reserves, Asset Swap, Operational Update and 2015 Financial and Operational Guidance EX-99.1 Exhibit 99.1 News For Immediate Release Memorial Resource Development Corp. Announces Year-End 2014 Reserves, Asset Swap, Operational Update and 2015 Financial and Operational Guidance HOUSTON, Feb. 24, 2015 – Memorial Resource Development Corp. (Nasdaq: MRD) announced today its year-end 2014 reserves, asset swap with Memorial Production Partners LP (MEMP), operational update and 2015 fina
February 24, 2015	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 24, 2015 (February 23, 2015) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisdic
January 13, 2015	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 13, 2015 (January 9, 2015) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisdictio
December 15, 2014	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 15, 2014 (December 9, 2014) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisdict
December 15, 2014	EX-99.1	Memorial Resource Development Corp. Announces Share Repurchase Program EX-99.1 3 d837987dex991.htm EX-99.1 Exhibit 99.1 News For Immediate Release Memorial Resource Development Corp. Announces Share Repurchase Program HOUSTON, Dec. 15, 2014 – Memorial Resource Development Corp. (Nasdaq: MRD) announced today that its Board of Directors has authorized the repurchase of up to $50 million of MRD’s common stock. “MRD is committed to delivering shareholder returns, and our
December 15, 2014	EX-10.1	THIRD AMENDMENT TO CREDIT AGREEMENT dated as of December 9, 2014 Memorial Resource Development Corp., as Borrower, Bank of America, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., BMO Harris Bank, N.A., EX-10.1 2 d837987dex101.htm EX-10.1 Exhibit 10.1 THIRD AMENDMENT TO CREDIT AGREEMENT dated as of December 9, 2014 among Memorial Resource Development Corp., as Borrower, Bank of America, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., BMO Harris Bank, N.A., Comerica Bank, Credit Agricole Corporate and Investment Bank, Natixis, MUFG Union Bank, N.A.,
November 24, 2014	SC 13D/A	MRD / Memorial Resource Development Corp. / MRD Holdco LLC - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Memorial Resource Development Corp. (Name of Issuer) Common stock, par value $0.01 per share (Title of Class of Securities) 58605Q 109 (CUSIP Number) Kyle N. Roane Memorial Resource Development Corp. 500 Dallas Street, Suite 1800 Houston, Texas 77002 (713) 5
November 18, 2014	EX-99.1	Memorial Resource Development Corp. Announces Pricing of Secondary Public Offering of Common Stock EX-99.1 Exhibit 99.1 News For Immediate Release Memorial Resource Development Corp. Announces Pricing of Secondary Public Offering of Common Stock HOUSTON, November 12, 2014 – Memorial Resource Development Corp. (Nasdaq: MRD) announced today the pricing of an underwritten public offering by certain selling stockholders of 30,000,000 shares of common stock at $23.00 per share. The selling stockhold
November 18, 2014	EX-1.1	Memorial Resource Development Corp. 30,000,000 Shares Common Stock ($0.01 par value) Underwriting Agreement EX-1.1 Exhibit 1.1 Execution Copy Memorial Resource Development Corp. 30,000,000 Shares Common Stock ($0.01 par value) Underwriting Agreement New York, New York November 12, 2014 Citigroup Global Markets Inc. Barclays Capital Inc. As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: MRD Holdco LLC, a D
November 18, 2014	8-K	Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 18, 2014 (November 12, 2014) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisdic
November 14, 2014	424B1	30,000,000 Shares Memorial Resource Development Corp. Common Stock $23.00 per share 424B1 Table of Contents Filed pursuant to Rule 424(b)(1) Registration No. 333-199103 PROSPECTUS 30,000,000 Shares Memorial Resource Development Corp. Common Stock $23.00 per share MRD Holdco LLC and certain former management members of WildHorse Resources, LLC (collectively, the “selling stockholders”) are offering 30,000,000 shares of Memorial Resource Development Corp.’s common stock. The sellin
November 10, 2014	EX-21.1	LIST OF SUBSIDIARIES OF MEMORIAL RESOURCE DEVELOPMENT CORP. Name of Subsidiary Jurisdiction of Organization MRD Operating LLC Delaware WildHorse Resources, LLC Delaware Memorial Production Partners GP LLC Delaware Memorial Resource Finance Corp. Dela EX-21.1 Exhibit 21.1 LIST OF SUBSIDIARIES OF MEMORIAL RESOURCE DEVELOPMENT CORP. Name of Subsidiary Jurisdiction of Organization MRD Operating LLC Delaware WildHorse Resources, LLC Delaware Memorial Production Partners GP LLC Delaware Memorial Resource Finance Corp. Delaware Beta Operating Company, LLC Delaware Classic Hydrocarbons Holdings, L.P. Texas Classic Hydrocarbons GP Co., L.L.C. Texas Cla
November 10, 2014	EX-1.1	Memorial Resource Development Corp. [30,000,000] Shares Common Stock ($0.01 par value) Underwriting Agreement Exhibit 1.1 Memorial Resource Development Corp. [30,000,000] Shares Common Stock ($0.01 par value) Underwriting Agreement New York, New York November [12], 2014 Citigroup Global Markets Inc. Barclays Capital Inc. As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: MRD Holdco LLC, a Delaware limited li
November 10, 2014	S-1/A	MRD / Memorial Resource Development Corp. S-1/A - - S-1/A S-1/A Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on November 10, 2014 Registration No.
November 5, 2014	EX-10.6	First Amendment to Credit Agreement dated as of August 18, 2014 Memorial Resource Development Corp., as Borrower, Bank of America, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., BMO Harris Bank, N.A., Exhibit 10.6 First Amendment to Credit Agreement dated as of August 18, 2014 among Memorial Resource Development Corp., as Borrower, Bank of America, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., BMO Harris Bank, N.A., Comerica Bank, Credit Agricole Corporate and Investment Bank, Natixis, MUFG Union Bank, N.A. f/k/a Union Bank, N.A., and Wells Farg
November 5, 2014	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 5, 2014 (November 5, 2014) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisdicti
November 5, 2014	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10–Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 ¨ TRANSITION REPORT PURSUANT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10–Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-36490 MEMORIAL RESOU
November 5, 2014	EX-10.7	Second Amendment to Credit Agreement dated as of October 3, 2014 Memorial Resource Development Corp., as Borrower, Bank of America, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., BMO Harris Bank, N.A., Exhibit 10.7 Second Amendment to Credit Agreement dated as of October 3, 2014 among Memorial Resource Development Corp., as Borrower, Bank of America, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., BMO Harris Bank, N.A., Comerica Bank, Credit Agricole Corporate and Investment Bank, Natixis, MUFG Union Bank, N.A., and Wells Fargo Bank, National Assoc
November 5, 2014	EX-99.1	Memorial Resource Development Corp. Announces Third Quarter 2014 Results, Operational Update, Bolt-On Acquisitions in the Terryville Field and Initial 2015 Guidance EX-99.1 Exhibit 99.1 News For Immediate Release Memorial Resource Development Corp. Announces Third Quarter 2014 Results, Operational Update, Bolt-On Acquisitions in the Terryville Field and Initial 2015 Guidance HOUSTON, November 5, 2014 – Memorial Resource Development Corp. (Nasdaq: MRD) announced today its operating and financial results for the three months ended September 30, 2014. Financial
November 4, 2014	8-K	Financial Statements and Exhibits, Other Events 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 4, 2014 (November 4, 2014) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisdicti
November 4, 2014	EX-99.1	October 28, 2014 EX-99.1 3 d815360dex991.htm EX-99.1 Exhibit 99.1 CHAIRMAN & CEO EXECUTIVE COMMITTEE C.H. (SCOTT) REES III P. SCOTT FROST PRESIDENT & COO J. CARTER HENSON, JR. DANNY D. SIMMONS DAN PAUL SMITH EXECUTIVE VP JOSEPH J. SPELLMAN G. LANCE BINDER October 28, 2014 Mr. John A. Weinzierl Memorial Resource Development Corp. 500 Dallas Street, Suite 1800 Houston, Texas 77002 Dear Mr. Weinzierl: In accordance w
October 1, 2014	EX-21.1	LIST OF SUBSIDIARIES OF MEMORIAL RESOURCE DEVELOPMENT CORP. Name of Subsidiary Jurisdiction of Organization MRD Operating LLC Delaware WildHorse Resources, LLC Delaware Memorial Production Partners GP LLC Delaware Memorial Resource Finance Corp. Dela EX-21.1 Exhibit 21.1 LIST OF SUBSIDIARIES OF MEMORIAL RESOURCE DEVELOPMENT CORP. Name of Subsidiary Jurisdiction of Organization MRD Operating LLC Delaware WildHorse Resources, LLC Delaware Memorial Production Partners GP LLC Delaware Memorial Resource Finance Corp. Delaware Beta Operating Company, LLC Delaware Classic Hydrocarbons Holdings, L.P. Texas Classic Hydrocarbons GP Co., L.L.C. Texas Cla
October 1, 2014	S-1	MRD / Memorial Resource Development Corp. S-1 - Registration Statement - S-1 S-1 Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on October 1, 2014 Registration No.
September 5, 2014	10-Q/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10–Q/A (Amendment No. 1) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 ¨ TRANSITION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10?Q/A (Amendment No. 1) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-36490
August 8, 2014	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10–Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 ¨ TRANSITION REPORT PURSUANT TO S Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10?Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-36490 M
August 6, 2014	EX-99.1	Memorial Resource Development Corp. Announces Second Quarter 2014 Results EX-99.1 Exhibit 99.1 News For Immediate Release Memorial Resource Development Corp. Announces Second Quarter 2014 Results HOUSTON, August 6, 2014 – Memorial Resource Development Corp. (Nasdaq: MRD) announced today its operating and financial results for the three months ended June 30, 2014. Operational and financial highlights from the second quarter 2014 include: • Successfully completed MRD’s IP
August 6, 2014	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 6, 2014 (August 6, 2014) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisdiction o
July 16, 2014	EX-4.1	MEMORIAL RESOURCE DEVELOPMENT CORP. AND EACH OF THE GUARANTORS PARTY HERETO 5.875% SENIOR NOTES DUE 2022 Dated as of July 10, 2014 U.S. BANK NATIONAL ASSOCIATION As Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE S Exhibit 4.1 EXECUTION VERSION MEMORIAL RESOURCE DEVELOPMENT CORP. AND EACH OF THE GUARANTORS PARTY HERETO 5.875% SENIOR NOTES DUE 2022 INDENTURE Dated as of July 10, 2014 U.S. BANK NATIONAL ASSOCIATION As Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions. 1 Section 1.02 Other Definitions. 39 Section 1.03 Incorporation by Reference of Trust
July 16, 2014	EX-4.3	REGISTRATION RIGHTS AGREEMENT by and among Memorial Resource Development Corp., the Guarantors party hereto, Citigroup Global Markets Inc. as representative of the Initial Purchasers Dated as of July 10, 2014 REGISTRATION RIGHTS AGREEMENT EX-4.3 Exhibit 4.3 Execution Copy REGISTRATION RIGHTS AGREEMENT by and among Memorial Resource Development Corp., the Guarantors party hereto, and Citigroup Global Markets Inc. as representative of the Initial Purchasers Dated as of July 10, 2014 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 10, 2014, by and among Memorial R
July 16, 2014	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 16, 2014 (July 10, 2014) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisdictio
July 2, 2014	8-K	Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 2, 2014 (June 27, 2014) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisdiction of I
July 2, 2014	EX-99.2	INDEX TO FINANICAL STATEMENTS Page MEMORIAL RESOURCE DEVELOPMENT CORP. Unaudited Pro Forma Condensed Combined Financial Statements Introduction F-2 Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2014 F-4 Unaudited Pro Forma Cond EX-99.2 Exhibit 99.2 INDEX TO FINANICAL STATEMENTS Page MEMORIAL RESOURCE DEVELOPMENT CORP. Unaudited Pro Forma Condensed Combined Financial Statements Introduction F-2 Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2014 F-4 Unaudited Pro Forma Condensed Combined Statement of Operations for the Three Months Ended March 31, 2014 and the Year Ended December 31, 2013 F-5 Notes t
July 2, 2014	EX-99.1	INDEX TO FINANICAL STATEMENTS Page WYOMING ACQUISITION STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES OF THE OIL AND GAS PROPERTIES UNDER CONTRACT FOR PURCHASE BY MEMORIAL PRODUCTION PARTNERS LP FROM MERIT ENERGY THREE MONTHS ENDED MARCH 31, 20 EX-99.1 3 d752392dex991.htm EX-99.1 Exhibit 99.1 INDEX TO FINANICAL STATEMENTS Page WYOMING ACQUISITION STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES OF THE OIL AND GAS PROPERTIES UNDER CONTRACT FOR PURCHASE BY MEMORIAL PRODUCTION PARTNERS LP FROM MERIT ENERGY THREE MONTHS ENDED MARCH 31, 2014 AND 2013 (UNAUDITED) AND THE YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011 Independent Auditors’ Re
June 27, 2014	EX-99.A	Joint Filing Agreement EX-99.A 2 d750929dex99a.htm EX-99.A Exhibit A Joint Filing Agreement This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to the beneficial ownership by the undersigned of the shares of common stock, par value $0.01 per share, of Memorial Resource Development Corp., a Delaware
June 27, 2014	SC 13D	MRD / Memorial Resource Development Corp. / MRD Holdco LLC - SC 13D Activist Investment SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Memorial Resource Development Corp. (Name of Issuer) Common stock, par value $0.01 per share (Title of Class of Securities) 58605Q 109 (CUSIP Number) Kyle N. Roane Memorial Resource Development Corp. 1301 McKinney, Suite 2100 Houston, Texas 77010 (713) 588-8300 (Name, Address and
June 26, 2014	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events - 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 26, 2014 (June 23, 2014) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisdiction of
June 26, 2014	EX-99.1	Memorial Resource Development Corp. Announces Launch of $300 Million Offering of Senior Notes EX-99.1 Exhibit 99.1 News For Immediate Release Memorial Resource Development Corp. Announces Launch of $300 Million Offering of Senior Notes HOUSTON, June 23, 2014 – Memorial Resource Development Corp. (Nasdaq: MRD) announced today that, subject to market conditions, it intends to offer $300 million in aggregate principal amount of senior unsecured notes due 2022 in a private placement to eligibl
June 26, 2014	424B3	49,220,000 Shares Memorial Resource Development Corp. Common Stock Prospectus Supplement Filed Pursuant to Rule 424(b)(3) Commission File No. 333-195062 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus dated June 12, 2014) 49,220,000 Shares Memorial Resource Development Corp. Common Stock This Prospectus Supplement No. 1 (this “Prospectus Supplement”) supplements and amends the prospectus dated June 12, 2014 (the “Final Prospectus”), relating to the initial public offe
June 26, 2014	EX-99.2	Memorial Resource Development Corp. Announces Pricing of Upsized $600 Million Offering of Senior Notes EX-99.2 Exhibit 99.2 News For Immediate Release Memorial Resource Development Corp. Announces Pricing of Upsized $600 Million Offering of Senior Notes HOUSTON, June 25, 2014 – Memorial Resource Development Corp. (Nasdaq: MRD) announced today the pricing of its private placement to eligible purchasers of $600 million in aggregate principal amount of 5.875% senior unsecured notes due 2022 at par. Th
June 26, 2014	EX-10.1	$600,000,000 MEMORIAL RESOURCE DEVELOPMENT CORP. 5.875% Senior Notes due 2022 PURCHASE AGREEMENT Dated: June 25, 2014 MEMORIAL RESOURCE DEVELOPMENT CORP. 5.875% Senior Notes due 2022 PURCHASE AGREEMENT EX-10.1 Exhibit 10.1 Execution Version $600,000,000 MEMORIAL RESOURCE DEVELOPMENT CORP. 5.875% Senior Notes due 2022 PURCHASE AGREEMENT Dated: June 25, 2014 $600,000,000 MEMORIAL RESOURCE DEVELOPMENT CORP. 5.875% Senior Notes due 2022 PURCHASE AGREEMENT June 25, 2014 Citigroup Global Markets Inc. As Representative of the several Initial Purchasers 388 Greenwich Street New York, NY 10013 Ladies and
June 24, 2014	EX-10.10	MEMORIAL RESOURCE DEVELOPMENT CORP. CHANGE IN CONTROL AGREEMENT EX-10.10 Exhibit 10.10 MEMORIAL RESOURCE DEVELOPMENT CORP. CHANGE IN CONTROL AGREEMENT June [ ], 2014 [name] [address] Dear [ ]: Memorial Resource Development Corp. (the “Company”) considers it essential to the best interests of its members to attract top executives and to foster the continuous employment of key management personnel. In this regard, the Board of Directors of the Company (the “Boar
June 24, 2014	EX-10.4	REGISTRATION RIGHTS AGREEMENT EX-10.4 Exhibit 10.4 Execution Version REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this Agreement) is made and entered into as of June 18, 2014, by and among Memorial Resource Development Corp., a Delaware corporation (the Company), and each of the other parties listed on the signature pages hereto (the Initial Holders and, together with the Company, the Parties). WHE
June 24, 2014	EX-10.5	CONTRIBUTION AGREEMENT MEMORIAL RESOURCE DEVELOPMENT LLC, MRD HOLDCO LLC MEMORIAL RESOURCE DEVELOPMENT CORP. CONTRIBUTION AGREEMENT EX-10.5 6 d744159dex105.htm EX-10.5 Exhibit 10.5 Execution Version CONTRIBUTION AGREEMENT AMONG MEMORIAL RESOURCE DEVELOPMENT LLC, MRD HOLDCO LLC AND MEMORIAL RESOURCE DEVELOPMENT CORP. CONTRIBUTION AGREEMENT This Contribution Agreement (this “Agreement”), dated as of June 18, 2014, is entered into by and among Memorial Resource Development Corp., a Delaware corporation (the “Company”), Memorial R
June 24, 2014	EX-10.8	PURCHASE AGREEMENT AND ASSIGNMENT EX-10.8 Exhibit 10.8 Execution Version PURCHASE AGREEMENT AND ASSIGNMENT This Purchase Agreement and Assignment (this “Agreement”) is made effective as of June 18, 2014, by and between WildHorse Resources, LLC, a Delaware limited liability company (“Seller”), and WildHorse Resources II, LLC, a Delaware limited liability company (“Purchaser”). WHEREAS, Seller owns all of the issued and outstanding
June 24, 2014	EX-10.1	CREDIT AGREEMENT dated as of June 18, 2014 Memorial Resource Development Corp., as Borrower, Bank of America, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., BMO Harris Bank, N.A., Comerica Bank, Credit EX-10.1 Execution Version Exhibit 10.1 CREDIT AGREEMENT dated as of June 18, 2014 among Memorial Resource Development Corp., as Borrower, Bank of America, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, 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 Associ
June 24, 2014	8-K	Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 24, 2014 (June 18, 2014) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisdiction of
June 24, 2014	EX-10.11	MEMORIAL RESOURCE DEVELOPMENT CORP. 2014 LONG TERM INCENTIVE PLAN RESTRICTED STOCK GRANT AND AWARD AGREEMENT EX-10.11 Exhibit 10.11 MEMORIAL RESOURCE DEVELOPMENT CORP. 2014 LONG TERM INCENTIVE PLAN RESTRICTED STOCK GRANT AND AWARD AGREEMENT This Agreement is made and entered into as of [ ], 20[ ] (the “Date of Grant”) by and between Memorial Resource Development Corp., a Delaware corporation (the “Company”), and [ ] (the “Grantee” or “you”); WHEREAS, the Company adopted the Memorial Resource Development
June 24, 2014	EX-10.2	VOTING AGREEMENT EX-10.2 Exhibit 10.2 Execution Version VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of June 18, 2014, is entered into by and among Memorial Resource Development Corp., a Delaware corporation (the “Company”), MRD Holdco LLC, a Delaware limited liability company (“MRD Holdco”), and each of the other parties identified on the signature pages hereto (subject to Section 5.2 hereo
June 24, 2014	EX-10.6	CONTRIBUTION AGREEMENT THE WHR STOCKHOLDERS PARTY HERETO, MEMORIAL RESOURCE DEVELOPMENT CORP. CONTRIBUTION AGREEMENT EX-10.6 Exhibit 10.6 Execution Version CONTRIBUTION AGREEMENT AMONG THE WHR STOCKHOLDERS PARTY HERETO, AND MEMORIAL RESOURCE DEVELOPMENT CORP. CONTRIBUTION AGREEMENT This Contribution Agreement (this “Agreement”), dated as of June 18, 2014 (the “Closing Date”), is entered into by and among Memorial Resource Development Corp., a Delaware corporation (the “Company”), and each of the other parties id
June 24, 2014	EX-99.1	Memorial Resource Development Corp. Announces Closing of Initial Public Offering and Full Exercise of Underwriters’ Option to Purchase Additional Common Stock EX-99.1 13 d744159dex991.htm EX-99.1 Exhibit 99.1 News For Immediate Release Memorial Resource Development Corp. Announces Closing of Initial Public Offering and Full Exercise of Underwriters’ Option to Purchase Additional Common Stock HOUSTON, June 18, 2014 – Memorial Resource Development Corp. (Nasdaq: MRD) announced today the closing of its previously announced initial public offering of 49,220
June 24, 2014	EX-10.7	AGREEMENT AND PLAN OF MERGER MEMORIAL RESOURCE DEVELOPMENT LLC, a Delaware limited liability company, With and Into MRD OPERATING LLC, a Delaware limited liability company EX-10.7 Exhibit 10.7 Execution Version AGREEMENT AND PLAN OF MERGER Merging MEMORIAL RESOURCE DEVELOPMENT LLC, a Delaware limited liability company, With and Into MRD OPERATING LLC, a Delaware limited liability company This Agreement and Plan of Merger (the “Agreement”) is entered into as of June 18, 2014, by and between MEMORIAL RESOURCE DEVELOPMENT LLC, a Delaware limited liability company (“MRD
June 24, 2014	EX-10.3	MANAGEMENT SERVICES AGREEMENT EX-10.3 Exhibit 10.3 MANAGEMENT SERVICES AGREEMENT This Management Services Agreement (this “Agreement”) is executed and agreed to as of June 18, 2014 (the “Effective Date”) by and among Memorial Resource Development Corp., a Delaware corporation (the “Parent”), WildHorse Resources, LLC, a Delaware limited liability company (the “Company”), and WildHorse Resources Management Company, LLC, a Delawa
June 24, 2014	EX-10.9	INDEMNIFICATION AGREEMENT EX-10.9 Exhibit 10.9 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of June [ ], 2014, by and between Memorial Resource Development Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). RECITALS: WHEREAS, directors, officers and other persons in service to corporations or business enterprises are subjected to expensive and time-consuming litigati
June 18, 2014	EX-4.6	MEMORIAL RESOURCE DEVELOPMENT CORP. 2014 LONG TERM INCENTIVE PLAN RESTRICTED STOCK GRANT AND AWARD AGREEMENT Exhibit 4.6 MEMORIAL RESOURCE DEVELOPMENT CORP. 2014 LONG TERM INCENTIVE PLAN RESTRICTED STOCK GRANT AND AWARD AGREEMENT This Agreement is made and entered into as of [ ], 20[ ] (the “Date of Grant”) by and between Memorial Resource Development Corp., a Delaware corporation (the “Company”), and [ ] (the “Grantee” or “you”); WHEREAS, the Company adopted the Memorial Resource Development Corp. 2014
June 18, 2014	S-8	- S-8 S-8 As filed with the Securities and Exchange Commission on June 18, 2014 Registration No.
June 16, 2014	EX-3.1	AMENDED AND RESTATED CERTIFICATE OF INCORPORATION MEMORIAL RESOURCE DEVELOPMENT CORP. EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MEMORIAL RESOURCE DEVELOPMENT CORP. Memorial Resource Development Corp. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “DGCL”), hereby certifies as follows: 1. The original Certificate of Incorporation of the
June 16, 2014	424B4	42,800,000 Shares Memorial Resource Development Corp. Common Stock $19.00 per share 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-195062 PROSPECTUS 42,800,000 Shares Memorial Resource Development Corp. Common Stock $19.00 per share This is our initial public offering. We are selling 21,500,000 shares of common stock, and MRD Holdco LLC is selling 21,300,000 shares of our common stock. MRD Holdco LLC has granted the underwriters a 30-day option to p
June 16, 2014	EX-99.1	Memorial Resource Development Corp. Prices Upsized Initial Public Offering of Common Stock EX-99.1 Exhibit 99.1 News For Immediate Release Memorial Resource Development Corp. Prices Upsized Initial Public Offering of Common Stock HOUSTON, June 13, 2014 – Memorial Resource Development Corp. (NASDAQ: MRD) announced today the pricing of its initial public offering of 42,800,000 shares of its common stock at $19.00 per share. The shares are expected to begin trading today on the NASDAQ Glob
June 16, 2014	EX-1.1	Memorial Resource Development Corp. 42,800,000 Shares Common Stock ($0.01 par value) Underwriting Agreement EX-1.1 Exhibit 1.1 Execution Copy Memorial Resource Development Corp. 42,800,000 Shares Common Stock ($0.01 par value) Underwriting Agreement New York, New York June 12, 2014 Citigroup Global Markets Inc. Barclays Capital Inc. As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Memorial Resource Devel
June 16, 2014	EX-3.2	AMENDED AND RESTATED BYLAWS MEMORIAL RESOURCE DEVELOPMENT CORP. Incorporated under the Laws of the State of Delaware Date of Adoption: June 10, 2014 ARTICLE I OFFICES AND RECORDS EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF MEMORIAL RESOURCE DEVELOPMENT CORP. Incorporated under the Laws of the State of Delaware Date of Adoption: June 10, 2014 ARTICLE I OFFICES AND RECORDS SECTION 1.1. Registered Office. The registered office of Memorial Resource Development Corp. (the “Corporation”) in the State of Delaware shall be as set forth in the Amended and Restated Certificate
June 16, 2014	8-K	Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 16, 2014 (June 12, 2014) MEMORIAL RESOURCE DEVELOPMENT CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-36490 46-4710769 (State or Other Jurisdiction of

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