(3)
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The Company defines unlevered free cash flow as Adjusted EBITDAX less Capital Expenditures, less changes in net
working capital less cash taxes (reflects cash taxes on earnings including interest income/expense; unlevered free cash flow reflecting cash taxes on earnings excluding interest income is approximately $(26), $57, $42, $48, $95 and $180 for the
second half of the fiscal year 2019 and full fiscal years 2020, 2021, 2022, 2023 and 2024, respectively).
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The disclosure on page
70 of the Proxy Statement is hereby supplemented by inserting the following as a line item on the table in the upper portion of the page, together with the corresponding footnote disclosure:
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Unlevered Free Cash Flow (3)
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$
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(26
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)
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$
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66
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$
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84
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$
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107
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$
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153
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$
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230
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(3)
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The Company defines unlevered free cash flow as Adjusted EBITDAX less Capital Expenditures, less changes in net
working capital less cash taxes (reflects cash taxes on earnings including interest income; unlevered free cash flow reflecting cash taxes on earnings excluding interest income/expense is approximately $(26), $67, $84, $106, $151 and $229 for the
second half of the fiscal year 2019 and full fiscal years 2020, 2021, 2022, 2023 and 2024, respectively).
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The disclosure on page
116 of the Proxy Statement is hereby supplemented by revising the text of footnote 2 in its entirety as follows:
JVL, indirectly
through its investment management arrangements with Asklepios Energy Fund, LP, Hephaestus Energy Fund, LP, Luxiver WI, LP, LVPU, LP, Midenergy Partners II, LP, Navitas Fund, LP, Blackbird 1846 Energy Fund, L.P., Childrens Energy Fund, LP, SPQR
Energy, LP, Panakeia Energy Fund, LP and RH Debt Fund, L.P. (collectively, the JVL Funds), beneficially owns an approximate 74.14% interest in Roan Holdings and has the contractual right to nominate a majority of the members of the board
of managers of Roan Holdings, which board of managers exercises voting and dispositive power over all securities held by Roan Holdings. The board of managers of Roan Holdings consists of four managers, of which JVL has nominated three, Paul B. Loyd
Jr., Michael P. Raleigh and Kelly Loyd. An affiliate of Citizen owns a 7.6% interest in Roan Holdings. In addition, an officer of Citizen is a manager on the board of managers of Roan Holdings. JVL may be deemed to beneficially own all
of the reported securities held by Roan Holdings. Each of the JVL Funds is controlled indirectly by John V. Lovoi. Mr. Lovoi is the sole member of, and exercises investment management control over, JVL. Messrs. Lovoi, P. Loyd, Raleigh, K. Loyd,
JVL and the JVL Funds may be deemed to share dispositive power over the securities held by Roan Holdings; thus, they may also be deemed to be the beneficial owners of these securities. Each of Messrs. Lovoi, P. Loyd, Raleigh, K. Loyd, JVL and the
JVL Funds disclaims beneficial ownership of the reported securities in excess of such entitys or persons respective pecuniary interest therein. The address for JVL, the JVL Funds and Messrs. Lovoi, P. Loyd, Raleigh and K. Loyd is 10000
Memorial Dr., Suite 550, Houston, Texas 77024.
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 Exchange Act. 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 managements 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 Companys business may suffer as a result of uncertainty surrounding the proposed transaction;
(iv) the risk that the proposed transaction disrupts the Companys current plans and operations or diverts managements or employees attention from ongoing business operations; (v) the risk of potential difficulties with
the Companys 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 Parents 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
4