February 21, 2019
Tony C. Maranto
President and Chief Executive Officer
Roan Resources, Inc.
14701 Hertz Quail Springs Pkwy
Oklahoma City, OK 73134
Re: Roan Resources, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed February 8, 2019
File No. 333-227953
Dear Mr. Maranto:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our November 19,
2018 letter.
Form S-1/A filed February 8, 2019
Prospectus Summary
Our Company, page 1
1. We note your response to comment 1 and we reissue the comment in part as
we were
unable to locate support for your claim that your operation of eight
rigs in Oklahoma
makes you "one of the most active operators in Oklahoma based on rig
count." Please
provide further supplemental support for the assertion or revise.
Tony C. Maranto
FirstName LastNameTony C. Maranto
Roan Resources, Inc.
Comapany NameRoan Resources, Inc.
February 21, 2019
February 21, 2019 Page 2
Page 2
FirstName LastName
Risk Factors
Risks Related to Our Business
Legislation or regulatory initiatives intended to address seismic activity . .
.. ., page 36
2. We note your response to comment 9 and reissue the comment in part.
Please revise your
disclosure in this risk factor to address the recent earthquake in
Grady County and the
Oklahoma Corporation Commission's subsequent order to temporarily shut
down your
ongoing well completion in that area.
Description of Capital Stock
Forum Selection, page 133
3. We note that your forum selection provision identifies the Court of
Chancery in the State
of Delaware as the exclusive forum for certain litigation, including
"derivative actions."
Please disclose whether you intend for this provision to apply to
actions arising under the
Securities Act or Exchange Act. In this regard, we note that Section
27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to
enforce any duty or
liability created by the Exchange Act or the rules and regulations
thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal
and state courts over all
suits brought to enforce any duty or liability created by the
Securities Act or the rules and
regulations thereunder. If this provision applies to claims arising
under the Securities Act,
please disclose that shareholders will not be deemed to have waived
the company's
compliance with the federal securities laws and the rules and
regulations thereunder.
Roan Resources, Inc.
Notes to Pro Forma Condensed Combined Financial Statements (Unaudited)
Supplemental Pro Forma Combined Oil and Gas Reserve and Standardized Measure
Information
(Unaudited)
Estimated Pro Forma Combined Quantities of Proved Reserves, page F-6
4. The expanded disclosure provided in Amendment No. 1 in response to
comment 20 does
not appear to include an explanation of the reason(s) for the
significant changes related to
each line item other than production. Regarding the changes in the
proved reserves for the
Acquired Properties presented on page F-6, you disclose a significant
increase in natural
gas reserves and total proved reserves expressed as barrels of oil
equivalent due to
revisions in the previous estimates of such reserves without an
accompanying explanation
of the reason(s) for the change. Refer to FASB ASC 932-235-50-5 and
revise your
disclosure accordingly. This comment also applies to the disclosure
for Roan Resources
LLC presented on page F-34 regarding the changes due to the purchase
of reserves for the
period ending December 31, 2015 and the revisions of the previous
estimates of reserves
for the periods ending December 31, 2015 and 2016, respectively.
Tony C. Maranto
Roan Resources, Inc.
February 21, 2019
Page 3
General
5. Given the guidance in Rules 3-12(b) and 3-01(c) of Regulation S-X, it
appears you will
need to update your financial statements prior to effectiveness of the
registration
statement.
You may contact John Hodgin, Petroleum Engineer, at (202) 551-3699 with
questions
about engineering comments. If you have questions regarding comments on the
financial
statements and related matters, you may contact Jenifer Gallagher, Staff
Accountant, at (202)
551-3706 or John Cannarella, Staff Accountant, at (202) 551-3337. Please
contact Parhaum J.
Hamidi, Attorney-Adviser at (202) 551-3421 or Lauren P. Nguyen, Legal Branch
Chief, at (202)
551-3642 with any other questions.
FirstName LastNameTony C. Maranto Sincerely,
Comapany NameRoan Resources, Inc.
Division of
Corporation Finance
February 21, 2019 Page 3 Office of Natural
Resources
FirstName LastName