As filed with the Securities and Exchange Commission on September 4, 2015

Registration No. 333-204595

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 1

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Matador Resources Company*

(Exact name of registrant as specified in its charter)

 

 

 

Texas		1311		27-4662601
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)
5400 LBJ Freeway, Suite 1500 Dallas, Texas 75240 (972) 371-5200				Joseph Wm. Foran Chairman and Chief Executive Officer Matador Resources Company 5400 LBJ Freeway, Suite 1500 Dallas, Texas 75240 (972) 371-5200
(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)				(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Craig N. Adams Executive Vice President - Land & Legal Matador Resources Company 5400 LBJ Freeway, Suite 1500 Dallas, Texas 75240 (972) 371-5200				Douglass M. Rayburn Baker Botts L.L.P. 2001 Ross Avenue Dallas, Texas 75201 (214) 953-6500

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the Registration Statement becomes effective.

 

 

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		x		Accelerated filer		¨
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

 

 

 

*	Includes certain subsidiaries of Matador Resources Company identified on the following page.

 

 

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

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*GUARANTORS

 

Exact name of registrant as specified in its charter(1)		State or other jurisdiction of incorporation or organization		I.R.S. Employer Identification No.
Delaware Water Management Company, LLC		Texas		35-2514885
DLK Wolf Midstream, LLC		Texas		36-4795481
DLK Black River Midstream, LLC		Texas		37-1767354
Longwood Gathering and Disposal Systems, LP		Texas		20-5668690
Longwood Gathering and Disposal Systems GP, Inc.		Texas		20-5668672
Longwood Midstream South Texas, LLC		Texas		37-1764590
Longwood Midstream Southeast, LLC		Texas		32-0448226
Longwood Midstream Delaware, LLC		Texas		61-1745124
Matador Production Company		Texas		75-3131373
MRC Delaware Resources, LLC		Texas		37-1776519
MRC Energy Company		Texas		36-4535752
MRC Energy Southeast Company, LLC		Texas		32-0447771
MRC Energy South Texas Company, LLC		Texas		30-0839694
MRC Permian Company		Texas		20-4090232
MRC Rockies Company		Texas		26-4001290
Southeast Water Management Company, LLC		Texas		38-3939361

 

(1)	The address for each registrant’s principal executive office is 5400 LBJ Freeway, Suite 1500, Dallas, Texas 75240, and the telephone number of each registrant’s principal executive office is (972) 371-5200.

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EXPLANATORY NOTE

Matador Resources Company is filing this pre-effective Amendment No. 1 (the “Amendment”) to the Registration Statement on Form S-4 (Registration No. 333-204595) (the “Registration Statement”) as an exhibit-only filing to re-file Exhibits 5.1, 12.1, 23.1, 23.2, 23.3 and 23.4 previously filed with the Registration Statement. Other than the filing of the exhibits and corresponding changes to the signature pages, the remainder of the Registration Statement is unchanged. Accordingly, this Amendment consists only of the facing page, this explanatory note, Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The Prospectus is unchanged and has been omitted.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 20.

Indemnification of Directors and Executive Officers.

Matador Resources Company and all of its subsidiaries are incorporated or formed in Texas. Matador and each of its subsidiaries are governed by the Texas Business Organizations Code (“TBOC”). Chapter 8 of the TBOC permits a corporation to indemnify a person who was, is or is threatened to be named in a legal proceeding by virtue of such person’s position in the corporation if it is determined that such person: (a) conducted himself in good faith, (b) reasonably believed, in the case of conduct in his official capacity as a director or officer of the corporation, that his conduct was in the corporation’s best interest or, in other cases, that his conduct was at least not opposed to the corporation’s best interests and (c) in the case of any criminal proceeding, did not have reasonable cause to believe that his conduct was unlawful. In addition, the TBOC requires a corporation to indemnify a director or officer for any action that such director or officer is wholly successful, in defending on the merits or otherwise, in the defense of the proceeding.

Under certain circumstances, a corporation may also advance expenses to any of the above persons. The TBOC also permits a corporation to purchase and maintain insurance or to make other arrangements on behalf of any of such persons against any liability asserted against and incurred by the person in such capacity, or arising out of the person’s status as such a person, whether or not the corporation would have the powers to indemnify the person against the liability under applicable law.

Matador Resources Company

Our amended and restated certificate of formation provides that our directors are not liable to the Company or its shareholders for monetary damages for an act or omission in their capacity as a director. A director may, however, be found liable for:

 

•

any breach of the director’s duty of loyalty to the Company or its shareholders;

 

•

acts or omissions not in good faith that constitute a breach of the director’s duty to the Company;

 

•

acts or omissions that involve intentional misconduct or a knowing violation of law;

 

•

any transaction from which the director receives an improper benefit; or

 

•

acts or omissions for which the liability is expressly provided by an applicable statute.

Our certificate of formation also provides that we will indemnify our directors, and may indemnify our officers, employees and agents, to the fullest extent permitted by applicable Texas law from any expenses, liabilities or other matters. Insofar as indemnification for liabilities arising under the Securities Act may be permitted for directors, officers and controlling persons of Matador under our certificate of formation, it is the position of the SEC that such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

We have obtained directors’ and officers’ insurance to cover our directors, officers and employees for certain liabilities.

We have entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we have agreed to indemnify the director or officer who acts on behalf of Matador and is made or threatened to be made a party to any action or proceeding for expenses, judgments, fines and amounts paid in settlement that are actually and reasonably incurred in connection with the action or proceeding. The indemnity provisions apply whether the action was instituted by a third party or by us. Generally, the principal limitation on our obligation to indemnify the director or officer will be if it is determined by a court of law, not subject to further appeal, that indemnification is prohibited by applicable law or the provisions of the indemnification agreement.

Longwood Gathering and Disposal Systems, LP

Section 8.002 of the TBOC provides that the governing documents of a limited partnership may adopt the general statutory indemnification provisions of Chapter 8 of the TBOC or may contain enforceable provisions relating to: (1) indemnification; (2) advancement of expenses; or (3) insurance or another arrangement to indemnify or hold harmless a governing person.

 

II-1

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Section 7.9 of the limited partnership agreement (the “Longwood LP Agreement”) of Longwood Gathering and Disposal Systems, LP (“Longwood LP” or the “Partnership”) provides that Longwood LP will indemnify its general partner, its affiliates and the respective officers, directors, managers, partners, members, employees and agents of each, to the fullest extent permitted by applicable Texas law from and against all losses, costs, liabilities, damages and expenses, including costs of lawsuits and attorney’s fees, incurred by any of them in connection with the conduct of Longwood LP’s affairs or the performance of the general partner’s responsibilities. However, the Partnership will not indemnify any party for an act that constitutes bad faith, gross negligence or willful misconduct. The Longwood LP Agreement provides that the Partnership will advance the expenses associated with the defense of any related action; however, the satisfaction of any indemnification obligation will be from and limited to the Partnership’s assets.

Matador has obtained directors’ and officers’ insurance that covers Longwood LP’s officers and employees for certain liabilities.

Longwood Gathering and Disposal Systems GP, Inc.

Matador Production Company

MRC Energy Company

MRC Permian Company

MRC Rockies Company

The operative certificates of formation of each of our corporate subsidiaries provide that such subsidiaries may indemnify their directors, officers, managers, employees and agents, to the fullest extent permitted by applicable Texas law from any expenses, liabilities or other matters and may purchase and maintain liability, indemnification and/or other similar insurance as the board of directors of such subsidiaries shall deem necessary or appropriate in its sole discretion on behalf of such subsidiaries’ directors, officers, employees and agents against expense, liability or loss asserted or incurred by them in their capacities as directors, officers, employees and agents.

Matador has obtained directors’ and officers’ insurance that covers each of its corporate subsidiaries’ directors, officers, employees and agents for certain liabilities.

Delaware Water Management Company, LLC

DLK Wolf Midstream, LLC

DLK Black River Midstream, LLC

Longwood Midstream South Texas, LLC

Longwood Midstream Southeast, LLC

Longwood Midstream Delaware, LLC

MRC Delaware Resources, LLC

MRC Energy Southeast Company, LLC

MRC Energy South Texas Company, LLC

Southeast Water Management Company, LLC

Section 8.002 of the TBOC provides that the governing documents of a limited liability company may adopt the general statutory indemnification provisions of Chapter 8 of the TBOC or may contain enforceable provisions relating to: (1) indemnification; (2) advancement of expenses; or (3) insurance or another arrangement to indemnify or hold harmless a governing person.

The operative limited liability company agreements of each of our limited liability company subsidiaries provide that such subsidiaries may indemnify their members, managers and officers to the fullest extent permitted by applicable Texas law from any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding, in each case, by reason of the fact that such person is a member, manager or officer of the applicable limited liability company subsidiary.

Matador has obtained directors’ and officers’ insurance that covers each of its limited liability company subsidiaries’ members, managers and employees for certain liabilities.

 

II-2

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Item 21.

Exhibits and Financial Statement Schedules.

(a) The following documents are filed as exhibits herewith:

Reference is made to the Exhibit Index following the signature pages hereto, which Exhibit Index is hereby incorporated into this item.

(b) Financial Statement Schedules:

None.

 

Item 22.

Undertakings

The undersigned registrants hereby undertake:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

4. That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if such registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

5. That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

II-3

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6. That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

7. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, and will be governed by the final adjudication of such issue.

8. To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

9. To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

 

II-4

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Dallas, State of Texas on September 4, 2015.

 

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Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Name		Title		Date
/s/ Joseph Wm. Foran		Chairman and Chief Executive		September 4, 2015
Joseph Wm. Foran		Officer (Principal Executive Officer)
/s/ David E. Lancaster		Executive Vice President and Chief Financial Officer (Principal Financial Officer)		September 4, 2015
David E. Lancaster
*		Controller and Treasurer		September 4, 2015
Kathryn L. Wayne
*		Director		September 4, 2015
Reynald A. Baribault
*		Director		September 4, 2015
David M. Laney
*		Director		September 4, 2015
Gregory E. Mitchell
*		Director		September 4, 2015
Steven W. Ohnimus
*		Director		September 4, 2015
Carlos M. Sepulveda, Jr.
*		Director		September 4, 2015
Margaret B. Shannon
*		Director		September 4, 2015
George M. Yates
		Director		September 4, 2015
Don C. Stephenson

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Dallas, State of Texas on September 4, 2015.

 

		LONGWOOD GATHERING AND DISPOSAL SYSTEMS GP,  INC.
		MATADOR PRODUCTION COMPANY
		MRC ENERGY COMPANY
		MRC PERMIAN COMPANY
		MRC ROCKIES COMPANY

		By:		/s/ Joseph Wm. Foran
				Joseph Wm. Foran
				Sole Director and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Joseph Wm. Foran		Sole Director and Chief Executive Officer		September 4, 2015
Joseph Wm. Foran		(Principal Executive Officer)
/s/ David E. Lancaster		Executive Vice President, and Chief Financial Officer (Principal Financial Officer)		September 4, 2015
David E. Lancaster
*		Controller and Treasurer		September 4, 2015
Kathryn L. Wayne

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Dallas, State of Texas on September 4, 2015.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Joseph Wm. Foran		Sole Director and Chief Executive Officer		September 4, 2015
Joseph Wm. Foran		(Principal Executive Officer)
/s/ David E. Lancaster		Executive Vice President and Chief Financial Officer (Principal Financial Officer)		September 4, 2015
David E. Lancaster
*		Controller and Treasurer		September 4, 2015
Kathryn L. Wayne

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Dallas, State of Texas on September 4, 2015.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Joseph Wm. Foran		Sole Manager and Chief Executive Officer		September 4, 2015
Joseph Wm. Foran		(Principal Executive Officer)
/s/ David E. Lancaster		Executive Vice President and Chief Financial Officer (Principal Financial Officer)		September 4, 2015
David E. Lancaster
*		Controller and Treasurer		September 4, 2015
Kathryn L. Wayne

 

*	The undersigned, by signing his name hereto, does execute this Amendment No. 1 to the Registration Statement on behalf of the persons identified above pursuant to a power of attorney.

 

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EXHIBIT INDEX

The following is a list of exhibits filed as a part of this registration statement.

 

Exhibit No.		Description
3.1		Certificate of Merger between Matador Resources Company (now known as MRC Energy Company) and Matador Merger Co. (incorporated by reference to Exhibit 3.4 to our Registration Statement on Form S-1 filed on August 12, 2011).
3.2		Amended and Restated Certificate of Formation of Matador Resources Company (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed on May 11, 2015).
3.3		Certificate of Amendment to the Amended and Restated Certificate of Formation of Matador Resources Company (incorporated by reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q filed on May 11, 2015).
3.4		Amended and Restated Bylaws of Matador Resources Company (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on February 13, 2012).
3.5		Certificate of Formation of Longwood Gathering and Disposal Systems, LP (incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form S-3 filed on April 9, 2013).
3.6		Limited Partnership Agreement of Longwood Gathering and Disposal Systems, LP (incorporated by reference to Exhibit 3.5 to the Company’s Registration Statement on Form S-3 filed on April 9, 2013).
3.7		Certificate of Formation of Longwood Gathering and Disposal Systems GP, Inc. (formerly known as Longwood Gathering and Disposal Systems, Inc.) (incorporated by reference to Exhibit 3.6 to the Company’s Registration Statement on Form S-3 filed on April 9, 2013).
3.8		Certificate of Amendment to Certificate of Formation of Longwood Gathering and Disposal Systems GP, Inc. (formerly known as Longwood Gathering and Disposal Systems, Inc.) (incorporated by reference to Exhibit 3.7 to the Company’s Registration Statement on Form S-3 filed on April 9, 2013).
3.9		Bylaws of Longwood Gathering and Disposal Systems GP, Inc. (formerly known as Longwood Gathering and Disposal Systems, Inc.) (incorporated by reference to Exhibit 3.8 to the Company’s Registration Statement on Form S-3 filed on April 9, 2013).
3.10		Amended and Restated Certificate of Formation of Matador Production Company (incorporated by reference to Exhibit 3.9 to the Company’s Registration Statement on Form S-3 filed on April 9, 2013).
3.11		Amended and Restated Bylaws of Matador Production Company (incorporated by reference to Exhibit 3.10 to the Company’s Registration Statement on Form S-3 filed on April 9, 2013).
3.12		Second Amended and Restated Certificate of Formation of MRC Energy Company (formerly known as Matador Resources Company) (incorporated by reference to Exhibit 3.11 to the Company’s Registration Statement on Form S-3 filed on April 9, 2013).
3.13		Second Amended and Restated Bylaws of MRC Energy Company (formerly known as Matador Resources Company) (incorporated by reference to Exhibit 3.12 to the Company’s Registration Statement on Form S-3 filed on April 9, 2013).
3.14		Certificate of Formation of MRC Permian Company (formerly known as MRC Drilling Company) (incorporated by reference to Exhibit 3.13 to the Company’s Registration Statement on Form S-3 filed on April 9, 2013).

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Exhibit No.		Description
3.15		Certificate of Merger of Ranchito Operating Co., Inc. with and into MRC Permian Company (formerly known as MRC Drilling Company) (incorporated by reference to Exhibit 3.14 to the Company’s Registration Statement on Form S-3 filed on April 9, 2013).
3.16		Bylaws of MRC Permian Company (incorporated by reference to Exhibit 3.15 to the Company’s Registration Statement on Form S-3 filed on April 9, 2013).
3.17		Certificate of Formation of MRC Rockies Company (incorporated by reference to Exhibit 3.16 to the Company’s Registration Statement on Form S-3 filed on April 9, 2013).
3.18		Bylaws of MRC Rockies Company (incorporated by reference to Exhibit 3.17 to the Company’s Registration Statement on Form S-3 filed on April 9, 2013).
3.19*		Certificate of Formation of Delaware Water Management Company, LLC.
3.20*		Limited Liability Company Agreement of Delaware Water Management Company, LLC.
3.21*		Certificate of Formation of DLK Wolf Midstream, LLC.
3.22*		Limited Liability Company Agreement of DLK Wolf Midstream, LLC.
3.23*		Certificate of Formation of DLK Black River Midstream, LLC.
3.24*		Limited Liability Company Agreement of DLK Black River Midstream, LLC.
3.25*		Certificate of Formation of Longwood Midstream South Texas, LLC.
3.26*		Limited Liability Company Agreement of Longwood Midstream South Texas, LLC.
3.27*		Certificate of Formation of Longwood Midstream Southeast, LLC.
3.28*		Limited Liability Company Agreement of Longwood Midstream Southeast, LLC.
3.29*		Certificate of Formation of Longwood Midstream Delaware, LLC.
3.30*		Limited Liability Company Agreement of Longwood Midstream Delaware, LLC.
3.31*		Certificate of Formation of MRC Delaware Resources, LLC.
3.32*		Amended and Restated Company Agreement of MRC Delaware Resources, LLC.
3.33*		Certificate of Formation of MRC Energy Southeast Company, LLC.
3.34*		Limited Liability Company Agreement of MRC Energy Southeast Company, LLC.
3.35*		Certificate of Formation of MRC Energy South Texas Company, LLC.
3.36*		Limited Liability Company Agreement of MRC Energy South Texas Company, LLC.
3.37*		Certificate of Formation of Southeast Water Management Company, LLC.
3.38*		Limited Liability Company Agreement of Southeast Water Management Company, LLC.
4.1*		Indenture, dated as of April 14, 2015, by and among Matador Resources Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee.

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Exhibit No.		Description
4.2		Registration Rights Agreement, dated as of April 14, 2015, by and among Matador Resources Company, the subsidiary guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several initial purchasers named therein (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on April 14, 2015).
5.1**		Opinion of Baker Botts L.L.P., as to the legality of the securities being registered.
12.1**		Statement of Computation of Ratio of Earnings to Fixed Charges.
23.1**		Consent of KPMG LLP.
23.2**		Consent of Grant Thornton LLP.
23.3**		Consent of Netherland, Sewell & Associates, Inc.
23.4**		Consent of Baker Botts L.L.P. (included in Exhibit 5.1 hereto).
24.1**		Powers of Attorney (included in the signature pages to this registration statement).
25.1*		Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the Trustee under the Indenture with respect to the 6.875% Senior Notes due 2023.
99.1*		Form of Letter to DTC Participants.
99.2*		Form of Letter to Clients.

 

*	—Previously filed with the Registration Statement on Form S-4 (File No. 333-204595), filed with the Commission on June 1, 2015.

**	—filed herewith

Exhibit 5.1

 

		2001 ROSS AVENUE DALLAS, TEXAS 75201-2980   TEL +1 214.953.6500 FAX +1 214.953.6503 www.bakerbotts.com		AUSTIN BEIJING BRUSSELS DALLAS DUBAI HONG KONG HOUSTON		LONDON MOSCOW NEW YORK PALO ALTO RIO DE JANEIRO RIYADH WASHINGTON

September 4, 2015

Matador Resources Company

5400 LBJ Freeway, Suite 1500

Dallas, Texas 75240

Ladies and Gentlemen:

As set forth in the Registration Statement on Form S-4 (the “Registration Statement”) filed on the date hereof with the Securities and Exchange Commission (the “Commission”) by Matador Resources Company, a Texas corporation (the “Company”), and certain of the Company’s subsidiaries listed in the Registration Statement as guarantors (the “Guarantors”), under the Securities Act of 1933, as amended (the “Act”), relating to the registration under the Act of the offering and issuance of $400 million aggregate principal amount of the Company’s 6.875% Senior Notes due 2023 (the “Exchange Notes”), guaranteed by the Guarantors to the extent set forth in the Indenture (as defined below) (the “Guarantees”), to be offered by the Company and the Guarantors in exchange (the “Exchange Offer”) for a like principal amount of the Company’s issued and outstanding 6.875% Senior Notes due 2023 (the “Outstanding Notes”), certain legal matters in connection with the Exchange Notes and the related Guarantees are being passed upon for you by us. The Exchange Notes and the related Guarantees are to be issued under an Indenture, dated as of April 14, 2015 (the “Indenture”), among the Company, the Guarantors and Wells Fargo Bank, National Association, as Trustee.

In our capacity as your counsel in the connection referred to above and as a basis for the opinions hereinafter expressed, we have examined (i) the Registration Statement; (ii) the Indenture; (iii) the Company’s Amended and Restated Certificate of Formation and Amended and Restated Bylaws, each as amended to date; (iv) the certificate of formation and the bylaws, limited liability company agreement, or limited partnership agreement, as applicable, each as amended to date, of each of the Guarantors; and (v) the originals, or copies certified or otherwise identified, of the corporate, limited liability company or partnership records of each of the Company and the Guarantors, including minute books of each of the Company and the Guarantors as furnished to us by each of the Company and the Guarantors, certificates of public officials and of representatives of each of the Company and the Guarantors, statutes and other instruments and documents, as we deemed necessary or advisable for purposes of the opinions hereinafter expressed. In giving such opinions, we have relied, to the extent we deemed appropriate, without independent investigation or verification, upon certificates of officers of the Company and of public officials with respect to the accuracy and completeness of the factual matters contained in or covered by such certificates. In making our examination, we have assumed that the signatures on all documents examined by us are genuine, that all documents submitted to us as originals are authentic and complete, that all documents submitted to us as certified or reproduced copies are true and correct copies of the originals thereof and that all information submitted to us was accurate and complete. In connection with the opinions below, we also have assumed that (i) the Indenture has been duly authorized, executed and delivered by the Trustee and constitutes the legal, valid and binding obligation of the Trustee, (ii) the Registration Statement and any amendments thereto (including post-effective amendments) will have become effective under the Act and the Indenture will have been qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes and the related Guarantees will have been duly executed, authenticated and delivered in accordance with the provisions of the Indenture and issued in exchange for Outstanding Notes pursuant to, and in accordance with the terms of, the Exchange Offer as contemplated in the Registration Statement.

On the basis of the foregoing, and subject to the qualifications and limitations hereinafter set forth, we are of the opinion that:

1. The Exchange Notes, when issued, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof is subject to (a) any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or other laws relating to or affecting creditors’ rights generally, (b) general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law), (c) public policy, applicable law relating to fiduciary duties and indemnification and contribution and (d) any implied covenants of good faith and fair dealing.

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		September 4, 2015

 

2. Each Guarantee of a Guarantor remains a valid and legally binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as that enforcement is subject to (a) any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or other laws relating to or affecting creditors’ rights generally, (b) general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law), (c) public policy, applicable law relating to fiduciary duties and indemnification and contribution and (d) any implied covenants of good faith and fair dealing.

The opinions set forth above are limited in all respects to the federal laws of the United States of America, the laws of the state of New York and the laws of the state of Texas, in each case as in effect on the date hereof. We hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our Firm under the heading “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

Exhibit 12.1

RATIO OF EARNINGS TO FIXED CHARGES

The following table contains our consolidated ratio of earnings to fixed charges for the periods indicated. You should read these ratios in connection with our consolidated financial statements, including the notes to those financial statements (amounts in table in thousands, except ratios).

 

		For the six months ended June 30,				For the years ended December 31,
		2015				2014				2013				2012				2011				2010
Income (loss) before income taxes		$	(322,953	)		$	175,129			$	54,791			$	(34,691	)		$	(15,830	)		$	9,898
Add:
Fixed charges (see below)			10,984				9,060				8,162				2,835				2,206				55
Amortization of capitalized interest			480				607				383				187				7				—
Less:
Interest capitalized			(2,306	)			(2,831	)			(1,888	)			(1,574	)			(1,278	)			—
Non-controlling interest in pre-tax income of subs that have not incurred fixed charges			(111	)			17
Total earnings		$	(313,906	)		$	181,982			$	61,448			$	(33,243	)		$	(14,895	)		$	9,953
Fixed charges
Interest expensed		$	7,939			$	5,334			$	5,687			$	1,002			$	683			$	3
Interest capitalized			2,306				2,831				1,888				1,574				1,278				—
Amortized premiums, discounts & capitalized expenses related to indebtedness			704				850				547				231				221				33
Estimate of interest within rental expense			34				44				40				28				24				19
Total fixed charges		$	10,983			$	9,059			$	8,162			$	2,835			$	2,206			$	55
Ratio of earnings to fixed charges			(a)				20.09				7.53				(a)				(a)				179.99

 

(a)

During the period noted, our coverage ratio was less than 1:1. We would have needed to generate additional earnings of approximately $324.9 million during the six months ended June 30, 2015, $36.1 million during the year ended December 31, 2012 and $17.1 million during the year ended December 31, 2011 to achieve a coverage ratio of 1:1.

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Matador Resources Company:

We consent to the use of our reports dated March 2, 2015, with respect to the consolidated balance sheet of Matador Resources Company and subsidiaries as of December 31, 2014, and the related consolidated statements of operations, changes in shareholders’ equity, and cash flows, for the year ended December 31, 2014, and the effectiveness of internal control over financial reporting as of December 31, 2014, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the registration statement.

/s/ KPMG LLP

Dallas, Texas

September 4, 2015

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated March 17, 2014 with respect to the consolidated financial statements of Matador Resources Company included in the Annual Report on Form 10-K for the year ended December 31, 2014, which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned report in this Registration Statement.

/s/ Grant Thornton LLP

Dallas, Texas

September 4, 2015

Exhibit 23.3

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

We hereby consent to the use of the name Netherland, Sewell & Associates, Inc., the references to our audits of Matador Resources Company’s proved oil and natural gas reserves estimates and future net revenue at December 31, 2014, March 31, 2015 and June 30, 2015 included or incorporated by reference in this Registration Statement on Form S-4 and the incorporation by reference of our corresponding audit letters, which appear in Matador Resources Company’s Annual Report on Form 10-K for the year ended December 31, 2014 and the Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2015 and June 30, 2015, as well as in the notes to the financial statements included therein. We also consent to the reference to our firm under the caption “Experts” in this Registration Statement on Form S-4.

 

Dallas, Texas

September 4, 2015