Parent may terminate, in whole or in part, the unused portion of
the credit facility commitments under the Credit Agreement at any
time during the term of the Credit Agreement. Once terminated, a
commitment may not be reinstated.
Borrowings under the facility bear interest, at Parent’s option, at
either (i) the sum of Adjusted LIBO Rate (as defined in the
Credit Agreement), plus a margin ranging between 2.00% to 3.00%,
depending on Parent’s borrowing base Utilization Percentage (as
defined in the Credit Agreement), or (ii) the sum of the
Alternate Base Rate (as defined in the Credit Agreement), plus a
margin ranging between 1.00% to 2.00%, depending on Parent’s
borrowing base Utilization Percentage (as defined in the Credit
Agreement). In addition, Parent shall pay a commitment fee based
upon Parent’s borrowing base Utilization Percentage.
The Credit Agreement contains customary affirmative and negative
covenants (each with customary exceptions), including limitations
to Loan Parties’ ability to engage in transactions with affiliates,
incur liens, engage in certain fundamental changes, incur debt,
change the nature of its business, and use the proceeds of any
borrowing or letter of credit for certain purposes, including a
covenant restricting Parent’s Consolidated Total Leverage Ratio (as
defined in the Credit Agreement) to not greater than 3.5 to 1.00
and a covenant requiring Parent to maintain a minimum Current Ratio
(as defined in the Credit Agreement) of 1.00 to 1.00. Borrowings
under the Credit Agreement are subject to acceleration upon the
occurrence of events of default that Parent considers usual and
customary for an agreement of this type.
The foregoing descriptions of the Credit Facility does not purport
to be complete and is subject to, and qualified in its entirety by
the full text of such document, which is filed herewith as Exhibit
10.1 and incorporated herein by reference.
Item. 1.02 |
Termination of a Material Definitive
Agreement
|
In connection with the Merger (as defined below), on
December 6, 2019, the Company repaid all of its outstanding
obligations in respect of principal, interest and fees under
(i) the Credit Agreement, dated September 5, 2017, by and
among Roan Resources LLC, the banks, financial institutions and
other lending institutions from time to time parties as lenders
thereto, Citibank, N.A., as administrative agent and as a letter of
credit issuer, and each other letter of credit issuer from time to
time party thereto, as amended, restated, supplemented or otherwise
modified from time to time and (ii) the Credit Agreement,
dated June 27, 2019, by and among the Company, the financial
institutions and other lending institutions or investors from time
to time parties as lenders thereto and Cortland Capital Market
Services LLC, as administrative agent, as amended, restated,
supplemented or otherwise modified from time to time (the “Roan
Credit Agreements”), and terminated the Roan Credit Agreements.
Item 2.01 |
Completion of Acquisition or Disposition of
Assets.
|
On December 6, 2019, pursuant to the Agreement and Plan of
Merger (the “Merger Agreement”), dated as of October 1, 2019,
by and among Parent, Citizen Energy Pressburg Inc. (“Merger Sub”)
and the Company, the Company completed its previously announced
merger whereby Merger Sub merged with and into the Company (the
“Merger”), with the Company continuing as the surviving corporation
and a wholly owned subsidiary of Parent.
At the effective time of the Merger on December 6, 2019 (the
“Effective Time”), each share of the Company’s Class A common
stock, $0.001 par value per share (the “Company common stock”),
issued and outstanding immediately prior to the Effective Time was
cancelled and automatically converted into the right to receive
$1.52 in cash, without interest (the “Merger Consideration”), other
than (i) shares that were held in the treasury of the Company
or owned of record by any wholly owned subsidiary of the Company,
(ii) shares owned of record by Parent or any of its wholly
owned subsidiaries and (iii) shares held by stockholders who
did not vote in favor of or consent to the adoption of the Merger
Agreement and who properly demanded appraisal of such shares and
complied in all respects with all the provisions of the Delaware
General Corporation Law concerning the right of holders of shares
to require appraisal (collectively, the “Cancelled Shares and
Dissenting Shares”). Effective as of the Effective Time,
(a) all outstanding and unvested Company restricted stock
units, other than those held by Richard A. Gideon, became fully
vested and non-forfeitable
and were cancelled and converted into the right to receive an
amount in cash, without interest, equal to the product of
(i) the number of Company restricted stock units subject to
such award multiplied by (ii) the Merger Consideration and
(b) all outstanding and unvested Company performance share
units were cancelled without consideration.