UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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, 2019
ROAN RESOURCES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 001-32720 | 83-1984112 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
14701 Hertz Quail Springs Pkwy
Oklahoma City, OK 73134
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (405)896-8050
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange | ||
Class A Common Stock, par value $0.001 per share | ROAN | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. | Entry into a Material Definitive Agreement. |
On September 16, 2019, Roan Resources, Inc., a Delaware corporation (the “Company”), amended its Credit Agreement dated as of June 27, 2019 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) pursuant to that certain Limited Waiver and First Amendment to Credit Agreement (the “Amendment”) by and among the Company, the lenders party thereto and Cortland Capital Market Services LLC, as administrative agent.
The Amendment (i) permits certain dispositions of wellbore rights in the Curlin Assets (as defined in the Credit Agreement) from the Company to Roan Resources LLC, its subsidiary, and (ii) allows the Company to hold the proceeds from such disposition in a segregated deposit account.
A copy of the Amendment is filed as Exhibit 10.1 to this Current Report on Form8-K and is incorporated herein by reference, and the foregoing description of the Amendment is qualified in its entirety by reference thereto.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit | Description of Exhibit | |
10.1 | Amendment No. 1 to Credit Agreement, dated September 16, 2019. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ROAN RESOURCES, INC. | ||||||
Dated: September 23, 2019 | By: | /s/ David Edwards | ||||
Name: | David Edwards | |||||
Title: | Chief Financial Officer |
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