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Item 1.01.
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Entry into a Material Definitive Agreement.
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On October 25, 2019, Roan Resources, Inc., a Delaware corporation (the “Company”), amended its Credit Agreement, dated as of
September 5, 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to the Sixth Amendment to Credit Agreement (the “Amendment”) by and among Roan
Resources LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Roan LLC”), as Borrower, the Lenders party thereto and Citibank, N.A., as Administrative Agent.
The Amendment postpones the October 1, 2019 borrowing base redetermination to January 15, 2020, subject to certain conditions.
The Amendment provides that, as of the date of the Amendment and before the January 15, 2020 rescheduled borrowing base redetermination
becomes effective, the Loan Limit cannot exceed the lesser of, (i) $732,629,514, (ii) the borrowing base, (iii) the maximum aggregate amount or (iv) the total commitments.
A copy of the Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference, and the foregoing description of the Amendment is qualified in its entirety by reference thereto.
In
connection with the Amendment, the Company also entered into an assignment agreement (the “Assignment”) with Roan LLC, dated October 25, 2019. The Company is party to that certain Agreement and Plan of Merger (the “Merger
Agreement”), dated October 1, 2019, among the Company, Citizen Energy Operating, LLC (“Citizen”) and Citizen Energy Pressburg Inc., pursuant to which, among other things, Citizen is required to pay the Company the Parent
Termination Fee (as defined in the Merger Agreement) under certain circumstances, as more specifically described in the Merger Agreement. Pursuant to the Assignment, the Company assigned its rights to receive the Parent Termination Fee to Roan LLC.
A copy of the Assignment is filed as Exhibit 10.2 to this Current Report on
Form 8-K and is incorporated herein by reference, and the foregoing description of the Assignment is qualified in its entirety by reference thereto.
Forward-Looking Statements
This Current
Report on Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. All statements, other than statements of historical fact, are forward-looking statements that contain our current expectations about future results. These forward-looking statements are based on certain assumptions and expectations made
by the Company, which reflect management’s experience, estimates and perception of historical trends, current conditions and anticipated future developments. Such statements are subject to a number of assumptions, risks and uncertainties, many
of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or anticipated in the forward-looking statements. These risks and uncertainties include, but are not limited to, the following:
(i) the Company may be unable to satisfy the conditions to closing, including that a governmental entity may prohibit, delay or refuse to grant a necessary regulatory approval; (ii) the proposed transaction may involve unexpected costs,
liabilities or delays; (iii) the Company’s business may suffer as a result of uncertainty surrounding the proposed transaction; (iv) the risk that the proposed transaction disrupts the Company’s current plans and operations or
diverts management’s or employees’ attention from ongoing business operations; (v) the risk of potential difficulties with the Company’s ability to retain and hire key personnel and maintain relationships with suppliers and other
third parties as a result of the proposed transaction; (vi) the risk that Parent’s committed financing will not close; (vii) stockholder litigation in connection with the proposed transaction may affect the timing or occurrence of the
proposed transaction or result in significant costs of defense, indemnification and liability; (viii) the Company may be adversely affected by other economic, business or competitive factors; (ix) the occurrence of any event, change or
other circumstances could give rise to the termination of the definitive merger agreement; and (x) other risks to the consummation of the proposed transaction, including the risk that the proposed transaction will not be consummated within the
expected time period or at all. When considering these forward-looking statements, you should also keep in mind the risk factors and other cautionary statements found in the Company’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2018 and subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
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