Mga Batayang Estadistika
| CIK | 1326428 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Roan Resources, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| January 13, 2020 |
ROAN / Roan Resources, Inc. / Elliott Associates, L.P. - ROAN RESOURCES, INC. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Roan Resources, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 769755109 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule p |
|
| December 18, 2019 |
ROAN / Roan Resources, Inc. 15-12B - - FORM 15-12B Form 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-32720 PRESSBURG, LLC (Exact name of registrant as specified |
|
| December 13, 2019 |
ROAN / Roan Resources, Inc. / Lovoi John - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment no. 1) Roan Resources, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 769755109 (CUSIP Number) John V. Lovoi 10000 Memorial Dr., Suite 550 Houston, Texas 77024 713-579-2621 With copies to: Timothy T. Samson 811 Main |
|
| December 6, 2019 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): December 6, 2019 PRESSBURG, LLC (Exact name of registrant as specified in its charter) Delaware 001-32720 83-1984112 (State or other jurisdiction of incorporation or organization) |
|
| December 6, 2019 |
Limited Liability Company Agreement of Pressburg, LLC, dated December 6, 2019. EX-3.6 Exhibit 3.6 LIMITED LIABILITY COMPANY AGREEMENT OF PRESSBURG, LLC a Delaware Limited Liability Company This LIMITED LIABILITY COMPANY AGREEMENT of Pressburg, LLC (the “Company”), dated as of December 6, 2019 (this “Agreement”), is adopted and agreed to by the Board of Directors (the “Board”) of Citizen Energy Holdings, LLC, a Delaware limited liability company (“Citizen”), on behalf of Citi |
|
| December 6, 2019 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 17, 2019, pursuant to the provisions of Rule 12d2-2 (a). |
|
| December 6, 2019 |
EX-10.1 Exhibit 10.1 Execution Version CREDIT AGREEMENT DATED AS OF DECEMBER 6, 2019 AMONG CITIZEN ENERGY OPERATING, LLC, AS BORROWER, CITIZEN ENERGY HOLDINGS, LLC, AS HOLDINGS, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, AN ISSUING BANK AND A SWINGLINE LENDER AND THE LENDERS PARTY HERETO JPMORGAN CHASE BANK, N.A., BMO CAPITAL MARKETS CORP., TD SECURITIES (USA) LLC AND BOFA SECURITIES, INC |
|
| December 6, 2019 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): December 6, 2019 PRESSBURG, LLC (Exact name of registrant as specified in its charter) Delaware 001-32720 83-1984112 (State or other jurisdiction of incorporation or organization) |
|
| December 6, 2019 |
Third Amended and Restated Bylaws of Roan Resources, Inc. EX-3.3 Exhibit 3.3 THIRD AMENDED AND RESTATED BYLAWS OF ROAN RESOURCES, INC. (a Delaware corporation) Adopted as of December 6, 2019 TABLE OF CONTENTS Page ARTICLE I. IDENTIFICATION; OFFICES 1 Section 1. NAME 1 Section 2. PRINCIPAL AND BUSINESS OFFICES 1 Section 3. REGISTERED AGENT AND OFFICE 1 Section 4. PLACE OF KEEPING CORPORATE RECORDS 1 ARTICLE II. STOCKHOLDERS 1 Section 1. ANNUAL MEETING 1 S |
|
| December 6, 2019 |
Certificate of Formation of Pressburg, LLC, dated December 6, 2019. EX-3.5 Exhibit 3.5 STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION • First: The name of the limited liability company is Pressburg, LLC • Second: The address of its registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington Zip Code 19801. The name of its Registered agent at such address is The Corporation Trust Company. • Third: (Insert any oth |
|
| December 6, 2019 |
ROAN / Roan Resources, Inc. POS AM - - POST-EFFECTIVE S-1 Post-Effective S-1 As filed with the Securities and Exchange Commission on December 6, 2019 Registration No. |
|
| December 6, 2019 |
EX-3.1 Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF MERGER OF DOMESTIC CORPORATIONS Pursuant to Title 8, Section 251(c) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger: FIRST: The name of the surviving corporation is Roan Resources, Inc., and the name of the corporation being merged into this surviving corporation is Citizen Energy |
|
| December 6, 2019 |
EX-3.4 Exhibit 3.4 STATE OF DELAWARE CERTIFICATE OF CONVERSION FROM A CORPORATION TO A LIMITED LIABILITY COMPANY PURSUANT TO SECTION 18-214 OF THE LIMITED LIABILITY ACT 1.) The jurisdiction where the Corporation first formed is Delaware. 2.) The jurisdiction immediately prior to filing this Certificate is Delaware. 3.) The date the corporation first formed is September 19, 2018. 4.) The name of th |
|
| December 6, 2019 |
Third Amended and Restated Certificate of Incorporation of Roan Resources, Inc. EX-3.2 Exhibit 3.2 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ROAN RESOURCES, INC. Roan Resources, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “DGCL”), hereby certifies as follows: 1. The Corporation’s original Certificate of Incorporation was filed with t |
|
| December 6, 2019 |
ROAN / Roan Resources, Inc. S-8 POS - - S-8 POS S-8 POS As filed with the Securities and Exchange Commission on December 6, 2019 Registration No. |
|
| December 6, 2019 |
ROAN / Roan Resources, Inc. POS AM - - POST-EFFECTIVE S-1 Post-Effective S-1 As filed with the Securities and Exchange Commission on December 6, 2019 Registration No. |
|
| December 4, 2019 |
117,139,511 Shares Roan Resources, Inc. Class A Common Stock 424B3 Filed pursuant to Rule 424(b)(3) Registration No. 333-227953 PROSPECTUS SUPPLEMENT No. 7 (To Prospectus Dated June 7, 2019) 117,139,511 Shares Roan Resources, Inc. Class A Common Stock This prospectus supplement No. 7 supplements the prospectus dated June 7, 2019 filed pursuant to the Securities Act of 1933 (the “Prospectus”) by Roan Resources, Inc. Pursuant to the Prospectus, this prospectu |
|
| December 4, 2019 |
Submission of Matters to a Vote of Security Holders Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): December 4, 2019 ROAN RESOURCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-32720 83-1984112 (State or other jurisdiction of incorporation) (Com |
|
| December 4, 2019 |
1,525,395 Shares Roan Resources, Inc. Class A Common Stock 424B3 Filed pursuant to Rule 424(b)(3) Registration No. 333-232679 PROSPECTUS SUPPLEMENT No. 6 (To Prospectus Dated July 25, 2019) 1,525,395 Shares Roan Resources, Inc. Class A Common Stock This prospectus supplement No. 6 supplements the prospectus dated July 25, 2019 filed pursuant to the Securities Act of 1933 (the “Prospectus”) by Roan Resources, Inc. Pursuant to the Prospectus, this prospectu |
|
| November 27, 2019 |
ROAN / Roan Resources, Inc. DEFA14A - - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): November 27, 2019 ROAN RESOURCES, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-32720 83-198112 (State or Other Jurisdiction of Incorporation) (Com |
|
| November 27, 2019 |
EX-99.2 Exhibit 99.2 Case 1:19-cv-02142-UNA Document 1 Filed 11/15/19 Page 1 of 11 PageID #: 1 UNITED STATES DISTRICT COURT DISTRICT OF DELAWARE ADAM FRANCHI, Individually and On ) Behalf of All Others Similarly Situated, ) ) Plaintiff, ) Case No. ) v. ) JURY TRIAL DEMANDED ) ROAN RESOURCES, INC., RICK GIDEON, ) CLASS ACTION JOSEPH A. MILLS, MATTHEW ) BONANNO, EVAN LEDERMAN, JOHN ) LOVOI, PAUL B. |
|
| November 27, 2019 |
117,139,511 Shares Roan Resources, Inc. Class A Common Stock 424B3 Filed pursuant to Rule 424(b)(3) Registration No. 333-227953 PROSPECTUS SUPPLEMENT No. 6 (To Prospectus Dated June 7, 2019) 117,139,511 Shares Roan Resources, Inc. Class A Common Stock This prospectus supplement No. 6 supplements the prospectus dated June 7, 2019 filed pursuant to the Securities Act of 1933 (the “Prospectus”) by Roan Resources, Inc. Pursuant to the Prospectus, this prospectu |
|
| November 27, 2019 |
EX-99.1 Exhibit 99.1 Case 1:19-cv-02135-UNA Document 1 Filed 11/14/19 Page 1 of 25 PageID #: 1 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE JENNIFER BURFEIND, on behalf of herself and ) all others similarly situated, ) ) Plaintiff, ) Civil Action No. ) v. ) CLASS ACTION COMPLAINT FOR ) BREACH OF FIDUCIARY DUTIES ) AND VIOLATIONS OF SECTIONS ROAN RESOURCES, INC., JOSEPH A. MILLS, ) 14( |
|
| November 27, 2019 |
Financial Statements and Exhibits, Other Events Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): November 27, 2019 ROAN RESOURCES, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-32720 83-198112 (State or Other Jurisdiction of Incorporation) (Com |
|
| November 27, 2019 |
EX-99.1 Exhibit 99.1 Case 1:19-cv-02135-UNA Document 1 Filed 11/14/19 Page 1 of 25 PageID #: 1 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE JENNIFER BURFEIND, on behalf of herself and ) all others similarly situated, ) ) Plaintiff, ) Civil Action No. ) v. ) CLASS ACTION COMPLAINT FOR ) BREACH OF FIDUCIARY DUTIES ) AND VIOLATIONS OF SECTIONS ROAN RESOURCES, INC., JOSEPH A. MILLS, ) 14( |
|
| November 27, 2019 |
EX-99.2 Exhibit 99.2 Case 1:19-cv-02142-UNA Document 1 Filed 11/15/19 Page 1 of 11 PageID #: 1 UNITED STATES DISTRICT COURT DISTRICT OF DELAWARE ADAM FRANCHI, Individually and On ) Behalf of All Others Similarly Situated, ) ) Plaintiff, ) Case No. ) v. ) JURY TRIAL DEMANDED ) ROAN RESOURCES, INC., RICK GIDEON, ) CLASS ACTION JOSEPH A. MILLS, MATTHEW ) BONANNO, EVAN LEDERMAN, JOHN ) LOVOI, PAUL B. |
|
| November 27, 2019 |
1,525,395 Shares Roan Resources, Inc. Class A Common Stock 424B3 Filed pursuant to Rule 424(b)(3) Registration No. 333-232679 PROSPECTUS SUPPLEMENT No. 5 (To Prospectus Dated July 25, 2019) 1,525,395 Shares Roan Resources, Inc. Class A Common Stock This prospectus supplement No. 5 supplements the prospectus dated July 25, 2019 filed pursuant to the Securities Act of 1933 (the “Prospectus”) by Roan Resources, Inc. Pursuant to the Prospectus, this prospectu |
|
| November 6, 2019 |
ROAN / Roan Resources, Inc. 10-Q - Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2019 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32720 Roan Resources, Inc. (Exact Name of |
|
| November 6, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): November 6, 2019 ROAN RESOURCES, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-32720 83-1984112 (State or Other Jurisdiction of Incorporation) (Commissi |
|
| November 6, 2019 |
Roan Resources, Inc. Reports Third Quarter 2019 Results EX-99.1 Exhibit 99.1 NEWS RELEASE Roan Resources, Inc. Reports Third Quarter 2019 Results OKLAHOMA CITY, November 6, 2019 – Roan Resources, Inc. (NYSE: ROAN) (“Roan” or the “Company”) today announced third quarter 2019 operating and financial results. Merger with Citizen Energy • On October 1, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Citi |
|
| November 4, 2019 |
ROAN / Roan Resources, Inc. DEFM14A - - DEFM14A DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
|
| October 30, 2019 |
1,525,395 Shares Roan Resources, Inc. Class A Common Stock 424B3 Filed pursuant to Rule 424(b)(3) Registration No. 333-232679 PROSPECTUS SUPPLEMENT No. 4 (To Prospectus Dated July 25, 2019) 1,525,395 Shares Roan Resources, Inc. Class A Common Stock This prospectus supplement No. 4 supplements the prospectus dated July 25, 2019 filed pursuant to the Securities Act of 1933 (the “Prospectus”) by Roan Resources, Inc. Pursuant to the Prospectus, this prospectu |
|
| October 30, 2019 |
117,139,511 Shares Roan Resources, Inc. Class A Common Stock 424B3 Filed pursuant to Rule 424(b)(3) Registration No. 333-227953 PROSPECTUS SUPPLEMENT No. 5 (To Prospectus Dated June 7, 2019) 117,139,511 Shares Roan Resources, Inc. Class A Common Stock This prospectus supplement No. 5 supplements the prospectus dated June 7, 2019 filed pursuant to the Securities Act of 1933 (the “Prospectus”) by Roan Resources, Inc. Pursuant to the Prospectus, this prospectu |
|
| October 30, 2019 |
EX-10.2 EXHIBIT 10.2 ASSIGNMENT AGREEMENT This Assignment Agreement (this “Agreement”), dated as of October 25, 2019 is made and entered into by and between Roan Resources, Inc., a Delaware corporation (the Company”), and Roan Resources LLC, a Delaware limited liability company (“Borrower”). WHEREAS, the Company, Citizen Energy Operating, LLC, a Delaware limited liability company (“Citizen”), and |
|
| October 30, 2019 |
Amendment No. 6 to Credit Agreement, dated October 25, 2019 EX-10.1 Exhibit 10.1 Execution Version SIXTH AMENDMENT TO AND POSTPONEMENT UNDER CREDIT AGREEMENT This SIXTH AMENDMENT TO AND POSTPONEMENT UNDER CREDIT AGREEMENT (this “Amendment”) dated as of October 25, 2019, is by and among Roan Resources LLC, Delaware limited liability company (the “Borrower”); Citibank, N.A., as administrative agent for the Lenders (in such capacity, together with its success |
|
| October 30, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): October 25, 2019 ROAN RESOURCES, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-32720 83-1984112 (State or Other Jurisdiction of Incorporation) (Com |
|
| October 30, 2019 |
ROAN / Roan Resources, Inc. DEFA14A - - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): October 25, 2019 ROAN RESOURCES, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-32720 83-1984112 (State or Other Jurisdiction of Incorporation) (Com |
|
| October 30, 2019 |
Amendment No. 6 to Credit Agreement, dated October 25, 2019 EX-10.1 Exhibit 10.1 Execution Version SIXTH AMENDMENT TO AND POSTPONEMENT UNDER CREDIT AGREEMENT This SIXTH AMENDMENT TO AND POSTPONEMENT UNDER CREDIT AGREEMENT (this “Amendment”) dated as of October 25, 2019, is by and among Roan Resources LLC, Delaware limited liability company (the “Borrower”); Citibank, N.A., as administrative agent for the Lenders (in such capacity, together with its success |
|
| October 30, 2019 |
EX-10.2 EXHIBIT 10.2 ASSIGNMENT AGREEMENT This Assignment Agreement (this “Agreement”), dated as of October 25, 2019 is made and entered into by and between Roan Resources, Inc., a Delaware corporation (the Company”), and Roan Resources LLC, a Delaware limited liability company (“Borrower”). WHEREAS, the Company, Citizen Energy Operating, LLC, a Delaware limited liability company (“Citizen”), and |
|
| October 25, 2019 |
ROAN / Roan Resources, Inc. PREM14A - - PREM14A PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
|
| October 11, 2019 |
EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A common stock, par value $0.001 per share of Roan Resources, Inc. and further agree that thi |
|
| October 11, 2019 |
ROAN / Roan Resources, Inc. / Lovoi John - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Roan Resources, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 769755109 (CUSIP Number) John V. Lovoi 10000 Memorial Dr., Suite 550 Houston, Texas 77024 713-579-2621 With copies to: Timothy T. Samson 811 Main St., Suite 2500 H |
|
| October 1, 2019 |
1,525,395 Shares Roan Resources, Inc. Class A Common Stock 424B3 Filed pursuant to Rule 424(b)(3) Registration No. 333-232679 PROSPECTUS SUPPLEMENT No. 3 (To Prospectus Dated July 25, 2019) 1,525,395 Shares Roan Resources, Inc. Class A Common Stock This prospectus supplement No. 3 supplements the prospectus dated July 25, 2019 filed pursuant to the Securities Act of 1933 (the “Prospectus”) by Roan Resources, Inc. Pursuant to the Prospectus, this prospectu |
|
| October 1, 2019 |
117,139,511 Shares Roan Resources, Inc. Class A Common Stock 424B3 Filed pursuant to Rule 424(b)(3) Registration No. 333-227953 PROSPECTUS SUPPLEMENT No. 4 (To Prospectus Dated June 7, 2019) 117,139,511 Shares Roan Resources, Inc. Class A Common Stock This prospectus supplement No. 4 supplements the prospectus dated June 7, 2019 filed pursuant to the Securities Act of 1933 (the “Prospectus”) by Roan Resources, Inc. Pursuant to the Prospectus, this prospectu |
|
| October 1, 2019 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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 29, 2019 ROAN RESOURCES, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-32720 83-1984112 (State or Other Jurisdiction of Incorporation) (Commis |
|
| October 1, 2019 |
EX-2.1 EXHIBIT 2.1 Execution Version AGREEMENT AND PLAN OF MERGER BY AND AMONG CITIZEN ENERGY OPERATING, LLC, CITIZEN ENERGY PRESSBURG INC. AND ROAN RESOURCES, INC. This draft document is not a contract, or an offer or acceptance for a contract, nor does it memorialize any agreement between the parties. No agreement, oral or written, regarding or relating to the subject matter covered by this draf |
|
| October 1, 2019 |
EX-10.1 EXHIBIT 10.1 FORM OF VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is made and entered into as of October 1, 2019, by and among Citizen Energy Operating, LLC, a Delaware limited liability company (“Parent”), Citizen Energy Pressburg Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Roan Resources, Inc., a Delaware corporation (the “Company”) a |
|
| October 1, 2019 |
Amendment No. 2 to Credit Agreement, dated September 30, 2019 EX-10.2 EXHIBIT 10.2 Execution Version SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of September 30, 2019, is by and among Roan Resources, Inc., Delaware corporation (the “Borrower”); Cortland Capital Market Services LLC, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”) |
|
| October 1, 2019 |
EX-10.3 EXHIBIT 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made and entered into by and between Roan Resources LLC, a Delaware limited liability company (the “Company”), and Richard Gideon (“Employee”) effective as of September 29, 2019 (the “Effective Date”). Roan Resources, Inc., a Delaware corporation (“Roan”), enters into this Agreement for the limited purposes of ack |
|
| October 1, 2019 |
Indemnification Agreement, dated September 29, 2019, between Roan Resources, Inc. and Rick Gideon EX-10.4 EXHIBIT 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of September 29, 2019 (the “Effective Date”) between Roan Resources, Inc., a Delaware corporation (the “Company”), and Richard A. Gideon (the “Indemnitee”). WITNESSETH THAT: A. Experienced and competent persons have become more reluctant to serve companies as directors, managers or offic |
|
| October 1, 2019 |
EX-99.1 EXHIBIT 99.1 NEWS RELEASE ROAN RESOURCES ENTERS INTO DEFINITIVE MERGER AGREEMENT TO BE ACQUIRED BY CITIZEN ENERGY Roan Resources stockholders to receive $1.52 in cash per share of common stock Sale Follows Comprehensive Review of Strategic Alternatives Announce Rick Gideon as Chief Executive Officer OKLAHOMA CITY, OK October 1, 2019 Roan Resources, Inc. (NYSE: ROAN) (Roan or the Com |
|
| October 1, 2019 |
Indemnification Agreement, dated September 29, 2019, between Roan Resources, Inc. and Rick Gideon EX-10.4 EXHIBIT 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of September 29, 2019 (the “Effective Date”) between Roan Resources, Inc., a Delaware corporation (the “Company”), and Richard A. Gideon (the “Indemnitee”). WITNESSETH THAT: A. Experienced and competent persons have become more reluctant to serve companies as directors, managers or offic |
|
| October 1, 2019 |
Amendment No. 2 to Credit Agreement, dated September 30, 2019 EX-10.2 4 d808728dex102.htm EX-10.2 EXHIBIT 10.2 Execution Version SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of September 30, 2019, is by and among Roan Resources, Inc., Delaware corporation (the “Borrower”); Cortland Capital Market Services LLC, as administrative agent for the Lenders (in such capacity, together with its successors, |
|
| October 1, 2019 |
ROAN / Roan Resources, Inc. DEFA14A - - 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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 29, 2019 ROAN RESOURCES, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-32720 83-1984112 (State or Other Jurisdiction of Incorporation) (Commis |
|
| October 1, 2019 |
EX-10.3 EXHIBIT 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made and entered into by and between Roan Resources LLC, a Delaware limited liability company (the “Company”), and Richard Gideon (“Employee”) effective as of September 29, 2019 (the “Effective Date”). Roan Resources, Inc., a Delaware corporation (“Roan”), enters into this Agreement for the limited purposes of ack |
|
| October 1, 2019 |
EX-2.1 EXHIBIT 2.1 Execution Version AGREEMENT AND PLAN OF MERGER BY AND AMONG CITIZEN ENERGY OPERATING, LLC, CITIZEN ENERGY PRESSBURG INC. AND ROAN RESOURCES, INC. This draft document is not a contract, or an offer or acceptance for a contract, nor does it memorialize any agreement between the parties. No agreement, oral or written, regarding or relating to the subject matter covered by this draf |
|
| October 1, 2019 |
Press release, dated October 1, 2019 EX-99.1 EXHIBIT 99.1 NEWS RELEASE ROAN RESOURCES ENTERS INTO DEFINITIVE MERGER AGREEMENT TO BE ACQUIRED BY CITIZEN ENERGY Roan Resources stockholders to receive $1.52 in cash per share of common stock Sale Follows Comprehensive Review of Strategic Alternatives Announce Rick Gideon as Chief Executive Officer OKLAHOMA CITY, OK October 1, 2019 Roan Resources, Inc. (NYSE: ROAN) (Roan or the Com |
|
| October 1, 2019 |
EX-10.1 EXHIBIT 10.1 FORM OF VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is made and entered into as of October 1, 2019, by and among Citizen Energy Operating, LLC, a Delaware limited liability company (“Parent”), Citizen Energy Pressburg Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Roan Resources, Inc., a Delaware corporation (the “Company”) a |
|
| September 23, 2019 |
117,139,511 Shares Roan Resources, Inc. Class A Common Stock 424B3 Filed pursuant to Rule 424(b)(3) Registration No. 333-227953 PROSPECTUS SUPPLEMENT No. 3 (To Prospectus Dated June 7, 2019) 117,139,511 Shares Roan Resources, Inc. Class A Common Stock This prospectus supplement No. 3 supplements the prospectus dated June 7, 2019 filed pursuant to the Securities Act of 1933 (the “Prospectus”) by Roan Resources, Inc. Pursuant to the Prospectus, this prospectu |
|
| September 23, 2019 |
1,525,395 Shares Roan Resources, Inc. Class A Common Stock 424B3 Filed pursuant to Rule 424(b)(3) Registration No. 333-232679 PROSPECTUS SUPPLEMENT No. 2 (To Prospectus Dated July 25, 2019) 1,525,395 Shares Roan Resources, Inc. Class A Common Stock This prospectus supplement No. 2 supplements the prospectus dated July 25, 2019 filed pursuant to the Securities Act of 1933 (the “Prospectus”) by Roan Resources, Inc. Pursuant to the Prospectus, this prospectu |
|
| September 23, 2019 |
Amendment No. 1 to Credit Agreement, dated September 16, 2019. EX-10.1 EXHIBIT 10.1 Execution Version LIMITED WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT This LIMITED WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of September 16, 2019, is by and among Roan Resources, Inc., Delaware corporation (the “Borrower”); Cortland Capital Market Services LLC, as administrative agent for the Lenders (in such capacity, together with its suc |
|
| September 23, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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) (C |
|
| August 8, 2019 |
117,139,511 Shares Roan Resources, Inc. Class A Common Stock 424B3 Filed pursuant to Rule 424(b)(3) Registration No. 333-227953 PROSPECTUS SUPPLEMENT No. 2 (To Prospectus Dated June 7, 2019) 117,139,511 Shares Roan Resources, Inc. Class A Common Stock This prospectus supplement No. 2 supplements the prospectus dated June 7, 2019 filed pursuant to the Securities Act of 1933 (the “Prospectus”) by Roan Resources, Inc. Pursuant to the Prospectus, this prospectu |
|
| August 8, 2019 |
1,525,395 Shares Roan Resources, Inc. Class A Common Stock 424B3 Filed pursuant to Rule 424(b)(3) Registration No. 333-232679 PROSPECTUS SUPPLEMENT No. 1 (To Prospectus Dated July 25, 2019) 1,525,395 Shares Roan Resources, Inc. Class A Common Stock This prospectus supplement No. 1 supplements the prospectus dated July 25, 2019 filed pursuant to the Securities Act of 1933 (the “Prospectus”) by Roan Resources, Inc. Pursuant to the Prospectus, this prospectu |
|
| August 7, 2019 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): August 7, 2019 ROAN RESOURCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-32720 83-1984112 (State or other jurisdiction of incorporation) (Commi |
|
| August 7, 2019 |
Roan Resources, Inc. Reports Second Quarter 2019 Results EX-99.1 Exhibit 99.1 NEWS RELEASE Roan Resources, Inc. Reports Second Quarter 2019 Results OKLAHOMA CITY, August 7, 2019 – Roan Resources, Inc. (NYSE: ROAN) (“Roan” or the “Company”) today announced second quarter 2019 operating and financial results. Second Quarter 2019 Highlights • Production of approximately 50.8 thousand barrels of oil equivalent per day (MBoe/d) (26% oil, 29% natural gas liqu |
|
| August 7, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2019 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32720 Roan Resources, Inc. (Exact Name of Regi |
|
| August 7, 2019 |
Exhibit 10.5 ROAN RESOURCES, INC. AMENDED AND RESTATED MANAGEMENT INCENTIVE PLAN PERFORMANCE SHARE UNIT GRANT NOTICE Pursuant to the terms and conditions of the Roan Resources, Inc. Amended and Restated Management Incentive Plan, as amended from time to time (the “Plan”), Roan Resources, Inc. (the “Company”) hereby grants to the individual listed below (“you” or the “Employee”) the number of Perfo |
|
| July 26, 2019 |
117,139,511 Shares Roan Resources, Inc. Class A Common Stock 424B3 Filed pursuant to Rule 424(b)(3) Registration No. 333-227953 PROSPECTUS SUPPLEMENT No. 1 (To Prospectus Dated June 7, 2019) 117,139,511 Shares Roan Resources, Inc. Class A Common Stock This prospectus supplement No. 1 supplements the prospectus dated June 7, 2019 filed pursuant to the Securities Act of 1933 (the “Prospectus”) by Roan Resources, Inc. Pursuant to the Prospectus, this prospectu |
|
| July 26, 2019 |
1,525,395 Shares Roan Resources, Inc. Class A Common stock 424B1 1 d776912d424b1.htm 424B1 Table of Contents Filed pursuant to Rule 424(b)(1) Registration No. 333-232679 Prospectus 1,525,395 Shares Roan Resources, Inc. Class A Common stock The selling stockholders named in this prospectus may offer 1,525,395 shares of our Class A common stock, par value $0.001 per share (“Class A common stock”), which the selling stockholders acquired pursuant to a privat |
|
| July 26, 2019 |
117,139,511 Shares Roan Resources, Inc. Class A Common stock 424B8 Table of Contents Filed pursuant to Rule 424(b)(8) Registration No. 333-227953 PROSPECTUS 117,139,511 Shares Roan Resources, Inc. Class A Common stock The selling stockholders named in this prospectus may offer 117,139,511 shares of our Class A common stock, par value $0.001 per share (“Class A common stock”), which the selling stockholders acquired in the reorganization described under “Reo |
|
| July 23, 2019 |
ROAN / Roan Resources, Inc. CORRESP - - CORRESP July 23, 2019 Division of Corporation Finance Office of Natural Resources United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
|
| July 17, 2019 |
ROAN / Roan Resources, Inc. S-1 - Registration Statement - S-1 S-1 1 d776912ds1.htm S-1 Table of Contents As filed with the Securities and Exchange Commission on July 16, 2019 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Roan Resources, Inc. (Exact name of registrant as specified in its charter) Delaware 1311 83-1984112 (State or other jurisdictio |
|
| June 28, 2019 |
EX-10.1 Exhibit 10.1 COMMON STOCK SUBSCRIPTION AGREEMENT This COMMON STOCK SUBSCRIPTION AGREEMENT, dated as of June 26, 2019 (this “Agreement”), is by and among ROAN RESOURCES, INC., a Delaware corporation (the “Company”), and each of the purchasers listed on Schedule A hereof (each a “Purchaser” and collectively, the “Purchasers”). WHEREAS, the Company desires to issue and sell to the Purchasers, |
|
| June 28, 2019 |
8-K 1 d640381d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): June 26, 2019 Roan Resources, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-32720 83-1984112 (State or Other Jurisdiction of I |
|
| June 28, 2019 |
EX-10.2 4 d640381dex102.htm EX-10.2 Exhibit 10.2 THIS LOAN HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. UPON REQUEST, THE BORROWER WILL PROMPTLY MAKE AVAILABLE TO A LENDER INFORMATION REGARDING THE ISSUE PRICE, THE AMOUNT OF OID, THE ISSUE DATE AND THE YIELD TO MATURITY OF THE LOAN. HOLDERS SHOULD CONTACT DAVID EDWARDS. CREDIT AGREEMENT DATED |
|
| June 28, 2019 |
EX-4.1 Exhibit 4.1 FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT This First Amendment to Registration Rights Agreement (this “Amendment”) is made and entered into as of June 26, 2019 by and among Roan Resources, Inc., a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the “Parties”). C |
|
| June 20, 2019 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): June 19, 2019 Roan Resources, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-32720 83-1984112 (State or Other Jurisdiction of Incorporation) (Commis |
|
| June 20, 2019 |
Amendment No. 5 to Credit Agreement, dated June 19, 2019 EX-10.1 Exhibit 10.1 FIFTH AMENDMENT TO CREDIT AGREEMENT This FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of June 19, 2019, is by and among Roan Resources LLC, Delaware limited liability company (the “Borrower”); Citibank, N.A., as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”) and the Lenders signatory hereto. |
|
| June 20, 2019 |
EX-99.1 Exhibit 99.1 Roan Resources, Inc. Announces Commitments for a $100 Million Term Loan Facility and Reaffirmation of the $750 Million Borrowing Base OKLAHOMA CITY, June 19, 2019 Roan Resources, Inc. (NYSE: ROAN) (Roan or the Company) today announced it has received commitments for a $100 million term loan facility from funds affiliated with certain significant shareholders of the Compa |
|
| June 5, 2019 |
ROAN / Roan Resources, Inc. CORRESP - - CORRESP June 5, 2019 Division of Corporation Finance Office of Natural Resources United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
|
| May 28, 2019 |
ROAN / Roan Resources, Inc. S-1/A - - AMENDMENT NO. 4 TO FORM S-1 Amendment No. 4 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on May 28, 2019 Registration No. 333-227953 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Roan Resources, Inc. (Exact name of registrant as specified in its charter) Delaware 1311 83-1984112 |
|
| May 28, 2019 |
ROAN / Roan Resources, Inc. CORRESP - - CORRESP Roan Resources, Inc. 14701 Hertz Quail Springs Pkwy Oklahoma City, OK 73134 May 28, 2019 Division of Corporation Finance Office of Natural Resources United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Roan Resources, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed on May 3, 2019 File No. 333-22 |
|
| May 15, 2019 |
Roan Resources, Inc. Reports First Quarter 2019 Results EX-99.1 Exhibit 99.1 NEWS RELEASE Roan Resources, Inc. Reports First Quarter 2019 Results OKLAHOMA CITY, May 14, 2019 Roan Resources, Inc. (NYSE: ROAN) (Roan or the Company) today announced first quarter 2019 operating and financial results. First Quarter 2019 Highlights Production of approximately 49 thousand barrels of oil equivalent per day (MBoe/d) (26% oil, 30% natural gas liquids (NG |
|
| May 15, 2019 |
8-K 1 d747538d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): May 14, 2019 Roan Resources, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-32720 83-1984112 (State or Other Jurisdiction of In |
|
| May 15, 2019 |
10-Q 1 q12019draft.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2019 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32720 Roan Resour |
|
| May 3, 2019 |
ROAN / Roan Resources, Inc. S-1/A AMENDMENT NO. 3 TO FORM S-1 Amendment No. 3 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on May 3, 2019 Registration No. 333-227953 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Roan Resources, Inc. (Exact name of registrant as specified in its charter) Delaware 1311 83-1984112 ( |
|
| May 3, 2019 |
ROAN / Roan Resources, Inc. CORRESP - - CORRESP Roan Resources, Inc. 14701 Hertz Quail Springs Pkwy Oklahoma City, OK 73134 May 3, 2019 Division of Corporation Finance Office of Natural Resources United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Roan Resources, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed on April 18, 2019 File No. 333- |
|
| April 30, 2019 |
Exhibit 10.27 SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS This SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS (this “Agreement”) is entered into by and between Roan Resources LLC (the “Company”) and Tony C. Maranto (“Employee”). WHEREAS, Employee has been employed by the Company pursuant to the Amended and Restated Employment Agreement between Employee and the Company dated November 6, |
|
| April 30, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No.1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-32720 Roan Resources, Inc. (Exact Name of Regi |
|
| April 30, 2019 |
Exhibit 10.26 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made and entered into by and between Roan Resources LLC, a Delaware limited liability company (the “Company”), and Amber N. Bonney (“Employee”) effective as of April 29, 2019 (the “Effective Date”). Roan Resources, Inc., a Delaware corporation (“Roan”), enters into this Agreement for the limited purposes of acknowledging |
|
| April 18, 2019 |
ROAN / Roan Resources, Inc. AMENDMENT NO. 2 TO FORM S-1 Amendment No. 2 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on April 18, 2019 Registration No. 333-227953 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Roan Resources, Inc. (Exact name of registrant as specified in its charter) Delaware 1311 83-198411 |
|
| April 18, 2019 |
EX-10.1 Exhibit 10.1 14701 Hertz Quail Springs Parkway Oklahoma City, OK 73134 (405) 241-2271 [email protected] ROANRESOURCES.COM April 13, 2019 Joseph A. Mills By E-mail Dear Joe: On behalf of Roan Resources, Inc. (the “Company”), I am pleased to provide you with this letter memorializing the terms of your employment as Executive Chairman of the Board of Directors of the Company (the “Board” |
|
| April 18, 2019 |
8-K 1 d670388d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): April 12, 2019 Roan Resources, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-32720 83-1984112 (State or Other Jurisdiction of |
|
| April 18, 2019 |
ROAN / Roan Resources, Inc. CORRESP - - CORRESP Roan Resources, Inc. 14701 Hertz Quail Springs Pkwy Oklahoma City, OK 73134 April 18, 2019 Division of Corporation Finance Office of Natural Resources United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Roan Resources, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed on February 8, 2019 File No. |
|
| April 1, 2019 |
Exhibit 10.25 ROAN RESOURCES, INC. AMENDED AND RESTATED MANAGEMENT INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Roan Resources, Inc. Amended and Restated Management Incentive Plan, as amended from time to time (the “Plan”), Roan Resources, Inc. (the “Company”) hereby grants to the individual listed below (“you” or the “Director”) the number of Restr |
|
| April 1, 2019 |
Exhibit 99.1 DEGOLYER AND MACNAUGHTON 5001 SPRING VALLEY ROAD SUITE 800 EAST DALLAS, TEXAS 75244 This is a digital representation of a DeGolyer and MacNaughton report. Each file contained herein is intended to be a manifestation of certain data in the subject report and as such is subject to the definitions, qualifications, explanations, conclusions, and other conditions thereof. The information a |
|
| April 1, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-32720 Roan Resources, Inc. (Exact Name of Registrant as Specified in its |
|
| April 1, 2019 |
Exhibit 21.1 SUBSIDIARIES OF ROAN RESOURCES, INC. Name Jurisdiction Roan Resources LLC Delaware Roan Holdings Holdco, LLC Delaware Linn Energy, Inc. Delaware |
|
| March 19, 2019 |
Roan Resources, Inc. Reports Preliminary(1) Fourth Quarter and Full-Year 2018 Results EX-99.1 2 d680416dex991.htm EX-99.1 Exhibit 99.1 NEWS RELEASE Roan Resources, Inc. Reports Preliminary(1) Fourth Quarter and Full-Year 2018 Results OKLAHOMA CITY, March 18, 2019 – Roan Resources, Inc. (NYSE: ROAN) (“Roan” or the “Company”) today announced preliminary fourth quarter and full-year 2018 operating and financial results. Fourth Quarter and Full-Year 2018 Highlights • Fourth quarter pro |
|
| March 19, 2019 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): March 18, 2019 ROAN RESOURCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-32720 83-1984112 (State or other jurisdiction of incorporation) (Commi |
|
| March 13, 2019 |
Exhibit 10.1 FOURTH AMENDMENT TO CREDIT AGREEMENT This FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of March [13], 2019, is by and among Roan Resources LLC, Delaware limited liability company (the “Borrower”); Citibank, N.A., as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”) and the Lenders signatory hereto. Rec |
|
| March 13, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 a8kmarch2019.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): March 13, 2019 Roan Resources, Inc. (Exact name of registrant as specified in its charter) 001-32720 (Commission File Number) Delaware 83-1984112 (State or |
|
| March 13, 2019 |
Roan Resources, Inc. Announces Upsize to Revolving Credit Facility Exhibit 99.1 NEWS RELEASE Roan Resources, Inc. Announces Upsize to Revolving Credit Facility OKLAHOMA CITY, March 13, 2019 - Roan Resources, Inc. (NYSE: ROAN) (“Roan” or the “Company”) today announced its borrowing base on its revolving credit facility has been upsized by $75 million to $750 million. As of the end of the fourth quarter 2018, Roan had $6.9 million of cash on the balance sheet and $ |
|
| February 19, 2019 |
8-K 1 form8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): February 19, 2019 Roan Resources, Inc. (Exact name of registrant as specified in its charter) 001-32720 (Commission File Number) Delaware 83-1984112 (State or Ot |
|
| February 19, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 d695926d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): February 19, 2019 Roan Resources, Inc. (Exact name of registrant as specified in its charter) Delaware 001-32720 83-1984112 (State or Other Jurisdiction |
|
| February 19, 2019 |
EX-99.1 Exhibit 99.1 NEWS RELEASE Roan Resources, Inc. Announces Fourth Quarter Highlights and 2019 Development Program Focused on Capital Discipline and Positive Free Cash Flow by the Fourth Quarter 2019 OKLAHOMA CITY, February 19, 2019 – Roan Resources, Inc. (NYSE: ROAN) (“Roan” or the “Company”) today announced its fourth quarter 2018 highlights and provided an initial overview of its 2019 deve |
|
| February 14, 2019 |
ROAN / Roan Resources, Inc. / Elliott Associates, L.P. - ROAN RESOURCES, INC. Passive Investment SC 13G 1 p19-0648sc13g.htm ROAN RESOURCES, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Roan Resources, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 769755109 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of This Statement) Chec |
|
| February 14, 2019 |
ROAN / Roan Resources, Inc. / FIR TREE INC. - ROAN RESOURCES, INC. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Roan Resources, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 769755109 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule purs |
|
| February 12, 2019 |
EX-99.1 2 tv512928ex99-1.htm EXHIBIT 99.1 CUSIP No. 769755109 EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A common stock, par value $0.00 |
|
| February 12, 2019 |
ROAN / Roan Resources, Inc. / JVL Advisors, L.L.C. - SC 13G Passive Investment SC 13G 1 tv512928sc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Roan Resources, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 769755109 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the appropri |
|
| February 8, 2019 |
ROAN / Roan Resources, Inc. AMENDMENT NO. 1 TO FORM S-1 S-1/A 1 d629659ds1a.htm AMENDMENT NO. 1 TO FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on February 8, 2019 Registration No. 333-227953 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Roan Resources, Inc. (Exact name of registrant as specified in its charte |
|
| February 8, 2019 |
ROAN / Roan Resources, Inc. CORRESP - - Response Letter Roan Resources, Inc. 14701 Hertz Quail Springs Pkwy Oklahoma City, OK 73134 February 8, 2019 Loan Lauren Nguyen Legal Branch Chief United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Roan Resources, Inc. Registration Statement on Form S-1 Filed October 23, 2018 File No. 333-227953 Ladies and Gentlemen: |
|
| November 19, 2018 |
SC 13D 1 p18-0057sc13d.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Roan Resources, Inc. (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 769755109 (CUSIP Number) York Capital Management Global Advisors, LLC 767 Fifth Avenue, 17th Floor New York |
|
| November 13, 2018 |
Roan Resources, Inc. Reports Third Quarter 2018 Results EX-99.1 Exhibit 99.1 Roan Resources, Inc. Reports Third Quarter 2018 Results OKLAHOMA CITY, November 12, 2018 – Roan Resources, Inc. (NYSE: ROAN) (“Roan” or the “Company”) today announced third quarter 2018 operating and financial results. Third Quarter 2018 Highlights • Reorganization process closed to form publicly traded Roan Resources, Inc. • Roan uplisted to the New York Stock Exchange on Nov |
|
| November 13, 2018 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): November 13, 2018 (November 12, 2018) ROAN RESOURCES, INC. (Exact name of registrant as specified in its charter) Delaware 001-32720 83-1984112 (State or other jurisdiction o |
|
| November 13, 2018 |
ROAN / Roan Resources, Inc. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2018 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32720 Roan Resources, Inc. (Exact Name of |
|
| November 7, 2018 |
ROAN / Roan Resources, Inc. 8-A12B 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Roan Resources, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 83-1984112 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) 14701 Hertz |
|
| November 6, 2018 |
EX-10.1 Exhibit 10.1 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of November 5, 2018 (the “Effective Date”) between Roan Resources, Inc., a Delaware corporation (the “Company”), and Joseph A. Mills (the “Indemnitee”). WITNESSETH THAT: A. Experienced and competent persons have become more reluctant to serve companies as directors, managers or officers |
|
| November 6, 2018 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): November 5, 2018 ROAN RESOURCES, INC. (Exact name of registrant as specified in its charter) Delaware 000-51719 83-1984112 (State or other jurisdiction of incorporation) (Com |
|
| November 6, 2018 |
EX-99.1 Exhibit 99.1 NEWS RELEASE Roan Resources, Inc. to Begin Trading on the New York Stock Exchange and Elects Independent Director to its Board OKLAHOMA CITY, November 6, 2018 – Roan Resources, Inc. (OTCQB: ROAN) (“Roan” or the “Company”) announced that trading for its Class A common stock has been approved for listing on the New York Stock Exchange (“NYSE”). The shares are expected to begin t |
|
| October 23, 2018 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): October 23, 2018 Roan Resources, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51719 83-1984112 (State or Other Jurisdiction of Incorporation) (Com |
|
| October 23, 2018 |
S-1 Table of Contents As filed with the Securities and Exchange Commission on October 23, 2018 Registration No. |
|
| October 16, 2018 |
Roan Resources, Inc. Amended and Restated Management Incentive Plan, dated September 24, 2018. EX-4.3 EXHIBIT 4.3 ROAN RESOURCES, INC. AMENDED AND RESTATED MANAGEMENT INCENTIVE PLAN 1. Purpose. The Roan Resources, Inc. Amended and Restated Management Incentive Plan (the “Plan”) amends and restates the Roan Resources LLC Management Incentive Plan (the “Original Plan”). The purpose of the Plan is to provide a means through which (a) Roan Resources, Inc., a Delaware corporation (the “Company”) |
|
| October 16, 2018 |
S-8 As filed with the Securities and Exchange Commission on October 16, 2018 Registration No. |
|
| September 27, 2018 |
EX-3.2 Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF ROAN RESOURCES, INC. Incorporated under the Laws of the State of Delaware As adopted on September 27, 2018 ARTICLE I OFFICES AND RECORDS SECTION 1.1 Registered Office. The registered office of Roan Resources, Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Amended and Restated Certificate of Incorporation of th |
|
| September 27, 2018 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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 27, 2018 Roan Resources, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 000-51719 83-1984112 (State or Other Jurisdiction of Incorporation) (C |
|
| September 27, 2018 |
EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ROAN RESOURCES, INC. Roan Resources, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “DGCL”), hereby certifies as follows: 1. The Amended and Restated Certificate of Incorporation of the Corporatio |
|
| September 27, 2018 |
Roan Resources, Inc. Amends Credit Facility and Increases Borrowing Base by $250 Million EX-99.1 Exhibit 99.1 NEWS RELEASE Roan Resources, Inc. Amends Credit Facility and Increases Borrowing Base by $250 Million OKLAHOMA CITY, September 27, 2018 – Roan Resources, Inc. (OTCQB: ROAN) (“Roan” or the “Company”) today announced that it completed its Fall 2018 Borrowing Base redetermination process for its Credit Facility, maturing in September of 2022. All participating lenders consented t |
|
| September 27, 2018 |
EX-10.1 Exhibit 10.1 THIRD AMENDMENT TO CREDIT AGREEMENT This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of September 27, 2018, is by and among Roan Resources LLC, Delaware limited liability company (“Borrower”); Citibank, N.A., as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”); the Letter of Credit Issuer; Deu |
|
| September 24, 2018 |
8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 24, 2018 (September 21, 2018) Roan Resources, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51719 83-1984112 (State or other jurisdiction |
|
| September 24, 2018 |
EX-99.4 Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION FOR ROAN RESOURCES, INC. AS OF JUNE 30, 2018, FOR THE SIX MONTHS ENDED JUNE 30, 2018 AND FOR THE YEAR ENDED DECEMBER 31, 2017 INDEX Financial Information Page Number Unaudited Pro Forma Condensed Combined Financial Information 2 Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2018 3 Unaudited Pro |
|
| September 24, 2018 |
Amended and Restated Bylaws of Roan Resources, Inc. EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ROAN RESOURCES, INC. As adopted on September 24, 2018 ARTICLE I - STOCKHOLDERS Section 1. Annual Meeting. (1) An annual meeting of the stockholders of Roan Resources, Inc. (the “Corporation”), for the election of directors and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such da |
|
| September 24, 2018 |
EX-10.12 Exhibit 10.12 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made and entered into by and between Roan Resources LLC, a Delaware limited liability company (the “Company”), and David C. Treadwell (“Employee”) effective as of September 17, 2018 (the “Effective Date”). 1. Employment. During the Employment Period (as defined in Section 4), the Company shall employ Employee, a |
|
| September 24, 2018 |
DEGOLYER AND MACNAUGHTON 5001 SPRING VALLEY ROAD SUITE 800 EAST DALLAS, TEXAS 75244 EX-99.5 Exhibit 99.5 DEGOLYER AND MACNAUGHTON 5001 SPRING VALLEY ROAD SUITE 800 EAST DALLAS, TEXAS 75244 This is a digital representation of a DeGolyer and MacNaughton report. Each file contained herein is intended to be a manifestation of certain data in the subject report and as such is subject to the definitions, qualifications, explanations, conclusions, and other conditions thereof. The infor |
|
| September 24, 2018 |
EX-10.19 Exhibit 10.19 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of September 24, 2018 (the “Effective Date”) between Roan Resources, Inc., a Delaware corporation (the “Company”), and Andrew Taylor (the “Indemnitee”). WITNESSETH THAT: A. Experienced and competent persons have become more reluctant to serve companies as directors, managers or officer |
|
| September 24, 2018 |
EX-99.3 Exhibit 99.3 STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES OF THE PROPERTIES CONTRIBUTED BY LINN ENERGY, INC. INDEX Financial Information Page Number Report of Independent Auditors 2 Statements of Revenues and Direct Operating Expenses 3 Notes to Statements of Revenues and Direct Operating Expenses 4 1 Report of Independent Auditors To the Board of Managers of Roan Resources LLC: We |
|
| September 24, 2018 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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 24, 2018 (September 21, 2018) Roan Resources, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 000-51719 83-1984112 (State or Other Jurisdiction |
|
| September 24, 2018 |
EX-10.18 Exhibit 10.18 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of September 24, 2018 (the “Effective Date”) between Roan Resources, Inc., a Delaware corporation (the “Company”), and Michael Raleigh (the “Indemnitee”). WITNESSETH THAT: A. Experienced and competent persons have become more reluctant to serve companies as directors, managers or offic |
|
| September 24, 2018 |
EX-10.16 Exhibit 10.16 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of September 24, 2018 (the “Effective Date”) between Roan Resources, Inc., a Delaware corporation (the “Company”), and John Lovoi (the “Indemnitee”). WITNESSETH THAT: A. Experienced and competent persons have become more reluctant to serve companies as directors, managers or officers u |
|
| September 24, 2018 |
EX-10.10 Exhibit 10.10 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made and entered into by and between Roan Resources LLC, a Delaware limited liability company (the “Company”), and Joel Pettit (“Employee”) effective as of November 6, 2017 (the “Effective Date”). 1. Employment. During the Employment Period (as defined in Section 4), the Company shall employ Employee, and Employ |
|
| September 24, 2018 |
EX-10.17 Exhibit 10.17 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (the Agreement) is made and entered into as of September 24, 2018 (the Effective Date) between Roan Resources, Inc., a Delaware corporation (the Company), and Paul B. Loyd Jr. (the Indemnitee). WITNESSETH THAT: A. Experienced and competent persons have become more reluctant to serve companies as directors, managers or offi |
|
| September 24, 2018 |
EX-10.20 Exhibit 10.20 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of September 24, 2018 (the “Effective Date”) between Roan Resources, Inc., a Delaware corporation (the “Company”), and Anthony Tripodo (the “Indemnitee”). WITNESSETH THAT: A. Experienced and competent persons have become more reluctant to serve companies as directors, managers or offic |
|
| September 24, 2018 |
EX-10.6 Exhibit 10.6 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of September 24, 2018 (the “Effective Date”), is entered into by and among Roan Resources, Inc., a Delaware corporation (the “Company”), Fir Tree Capital Opportunity Master Fund III, L.P., Fir Tree Capital Opportunity Master Fund, L.P., Fir Tree E&P Holdings VI, LLC, FT SOF IV Holdings, LLC, FT SOF V Holdings, |
|
| September 24, 2018 |
EX-16.1 Exhibit 16.1 September 24, 2018 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for Linn Energy, Inc. and, under the date of February 27, 2018, we reported on the consolidated financial statements of Linn Energy, Inc. as of December 31, 2017 and 2016, for the ten months ended December 31, 2017, the two months ended Fe |
|
| September 24, 2018 |
EX-4.2 Exhibit 4.2 STOCKHOLDERS’ AGREEMENT This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of September 24, 2018, is entered into by and among Roan Resources, Inc., a Delaware corporation (the “Company”), the Existing LINN Owners (as defined below), Roan Holdings, LLC, a Delaware limited liability company (“Roan Holdings”), and any other persons signatory hereto from time to time (togeth |
|
| September 24, 2018 |
EX-10.8 Exhibit 10.8 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (Agreement) is made and entered into by and between Roan Resources LLC, a Delaware limited liability company (the Company), and Tony C. Maranto (Employee) effective as of November 6, 2017 (the Effective Date). WHEREAS, Employee is employed by the Company pursuant to that certain Em |
|
| September 24, 2018 |
EX-10.4 Exhibit 10.4 ROAN RESOURCES, INC. AMENDED AND RESTATED MANAGEMENT INCENTIVE PLAN 1. Purpose. The Roan Resources, Inc. Amended and Restated Management Incentive Plan (the “Plan”) amends and restates the Roan Resources LLC Management Incentive Plan (the “Original Plan”). The purpose of the Plan is to provide a means through which (a) Roan Resources, Inc., a Delaware corporation (the “Company |
|
| September 24, 2018 |
EX-10.3 Exhibit 10.3 SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of May 30, 2018, is by and among Roan Resources LLC, Delaware limited liability company (“Borrower”); Citibank, N.A., as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”); the Letter of Credit Issuer; and the |
|
| September 24, 2018 |
EX-10.11 Exhibit 10.11 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made and entered into by and between Roan Resources LLC, a Delaware limited liability company (the “Company”), and Greg Condray (“Employee”) effective as of November 6, 2017 (the “Effective Date”). 1. Employment. During the Employment Period (as defined in Section 4), the Company shall employ Employee, and Emplo |
|
| September 24, 2018 |
EX-10.5 Exhibit 10.5 ROAN RESOURCES LLC MANAGEMENT INCENTIVE PLAN FORM OF PERFORMANCE SHARE UNIT GRANT NOTICE Pursuant to the terms and conditions of the Roan Resources LLC Management Incentive Plan, as amended from time to time (the “Plan”), Roan Resources LLC (the “Company”) hereby grants to the individual listed below (“you” or “Employee”) an award (this “Award”) of Performance Share Units (the |
|
| September 24, 2018 |
Amended and Restated Certificate of Incorporation of Roan Resources, Inc. EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ROAN RESOURCES, INC. *********** Adopted in accordance with the provisions of Section 242, Section 245 and Section 228 of the General Corporation Law of the State of Delaware *********** The undersigned, being the President and Chief Executive Officer of Roan Resources, Inc., a corporation duly organized and existing under and |
|
| September 24, 2018 |
Form of Second Amended and Restated Certificate of Incorporation of Roan Resources, Inc. EX-3.3 Exhibit 3.3 FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ROAN RESOURCES, INC. Roan Resources, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “DGCL”), hereby certifies as follows: 1. The Amended and Restated Certificate of Incorporation of the Co |
|
| September 24, 2018 |
Form of Second Amended and Restated Bylaws of Linn Energy, Inc. EX-3.9 Exhibit 3.9 FORM OF SECOND AMENDED AND RESTATED BYLAWS OF LINN ENERGY, INC. A Delaware Corporation Date of Adoption: September , 2018 FORM OF SECOND AMENDED AND RESTATED BYLAWS OF LINN ENERGY, INC. ARTICLE I OFFICES Section 1. Registered Office. The registered office of Linn Energy, Inc. (the “Corporation”) required by the General Corporation Law of the State of Delaware (the “DGCL”) to be |
|
| September 24, 2018 |
Indemnification Agreement, dated September 24, 2018, between Roan Resources, Inc. and Tony Maranto EX-10.13 Exhibit 10.13 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of September 24, 2018 (the “Effective Date”) between Roan Resources, Inc., a Delaware corporation (the “Company”), and Tony Maranto (the “Indemnitee”). WITNESSETH THAT: A. Experienced and competent persons have become more reluctant to serve companies as directors, managers or officers |
|
| September 24, 2018 |
EX-10.15 Exhibit 10.15 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of September 24, 2018 (the “Effective Date”) between Roan Resources, Inc., a Delaware corporation (the “Company”), and Evan Lederman (the “Indemnitee”). WITNESSETH THAT: A. Experienced and competent persons have become more reluctant to serve companies as directors, managers or officer |
|
| September 24, 2018 |
EX-10.9 Exhibit 10.9 EMPLOYMENT AGREEMENT This Employment Agreement (Agreement) is made and entered into by and between Roan Resources LLC, a Delaware limited liability company (the Company), and David Edwards (Employee) effective as of June 18, 2018 (the Effective Date). 1. Employment. During the Employment Period (as defined in Section 4), the Company shall employ Employee, and Employee |
|
| September 24, 2018 |
EX-99.6 Exhibit 99.6 NEWS RELEASE Reorganization Between Roan Holdings, LLC and Linn Energy, Inc. Completed to Form New Publicly Traded Pure-Play Company, Roan Resources, Inc. Roan Resources, Inc. Provides Operational Update OKLAHOMA CITY, September 24, 2018 – Roan Resources, Inc. (“Roan” or the “Company”) today announced the closing of the reorganization agreement entered into on September 17, 20 |
|
| September 24, 2018 |
EX-4.1 Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 24, 2018, by and among Roan Resources, Inc., a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the “Parties”). WHEREAS, in connection with the c |
|
| September 24, 2018 |
Form of Amended and Restated Certificate of Incorporation of Linn Energy, Inc. EX-3.8 Exhibit 3.8 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LINN ENERGY, INC. Linn Energy, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “DGCL”), hereby certifies as follows: (1) The Certificate of Incorporation of the Corporation (as amended, the “Certi |
|
| September 24, 2018 |
Form of Second Amended and Restated Bylaws of Roan Resources, Inc. EX-3.4 Exhibit 3.4 FORM OF SECOND AMENDED AND RESTATED BYLAWS OF ROAN RESOURCES, INC. Incorporated under the Laws of the State of Delaware ARTICLE I OFFICES AND RECORDS SECTION 1.1 Registered Office. The registered office of Roan Resources, Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Amended and Restated Certificate of Incorporation of the Corporation, as it may |
|
| September 24, 2018 |
EX-10.7 Exhibit 10.7 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ROAN RESOURCES LLC a Delaware Limited Liability Company This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of September 24, 2018 (the “Effective Date”), of Roan Resources LLC, a Delaware limited liability company (the “Company”), is adopted, executed and agreed to |
|
| September 24, 2018 |
EX-10.2 Exhibit 10.2 FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of April 9, 2018, is by and among Roan Resources LLC, Delaware limited liability company (“Borrower”); Citibank, N.A., as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”); the Letter of Credit Issuer; and the |
|
| September 24, 2018 |
EX-10.1 Exhibit 10.1 CREDIT AGREEMENT DATED AS OF SEPTEMBER 5, 2017 AMONG ROAN RESOURCES LLC, AS THE BORROWER, AND THE LENDERS PARTY HERETO, CITIBANK, N.A., AS ADMINISTRATIVE AGENT AND A LETTER OF CREDIT ISSUER, PNC BANK, NATIONAL ASSOCIATION AND BARCLAYS BANK PLC, AS CO- SYNDICATION AGENTS JPMORGAN CHASE BANK, N.A., AND MORGAN STANLEY SENIOR FUNDING, INC., AS CO-DOCUMENTATION AGENTS CITIGROUP GLO |
|
| September 24, 2018 |
EX-10.14 Exhibit 10.14 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of September 24, 2018 (the “Effective Date”) between Roan Resources, Inc., a Delaware corporation (the “Company”), and Matthew Bonanno (the “Indemnitee”). WITNESSETH THAT: A. Experienced and competent persons have become more reluctant to serve companies as directors, managers or offic |
|
| September 24, 2018 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”) is entered into as of September 24, 2018, by and among Linn Energy, Inc., a Delaware corporation (“Linn”), Roan Resources, Inc., a Delaware corporation and wholly owned subsidiary of Linn (“Roan Inc.”), and Linn Merger Sub #2, LLC, a Delaware limited liability company and wholly owned subsidiary of |
|
| September 24, 2018 |
EX-2.2 Exhibit 2.2 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”) is entered into as of September 24, 2018, by and among Roan Holdings, LLC, a Delaware limited liability company (“Roan Holdings”), Roan Holdings Holdco, LLC, a Delaware limited liability company and wholly owned subsidiary of Roan Holdings (“Roan Holdco”), Roan Resources, Inc., a Delaware corporati |
|
| September 24, 2018 |
EX-99.1 Exhibit 99.1 FINANCIAL STATEMENTS OF ROAN RESOURCES LLC AS OF DECEMBER 31, 2017 AND 2016 AND FOR THE YEARS ENDED DECEMBER 31, 2017, 2016 AND 2015 INDEX Financial Information Page Number Report of Independent Registered Public Accounting Firm 2 Balance Sheets as of December 31, 2017 and 2016 3 Statements of Operations for the years ended December 31, 2017, 2016 and 2015 4 Statements of Chan |
|
| September 24, 2018 |
EX-99.2 Exhibit 99.2 UNAUDITED FINANCIAL STATEMENTS OF ROAN RESOURCES LLC AS OF JUNE 30, 2018 AND FOR THE SIX MONTHS ENDED JUNE 30, 2018 AND 2017 INDEX Financial Information Page Number Condensed Balance Sheets (Unaudited) as of June 30, 2018 and December 31, 2017 2 Condensed Statements of Operations (Unaudited) for the six months ended June 30, 2018 and 2017 3 Condensed Statement of Changes in Me |
|
| September 24, 2018 |
EX-21.1 Exhibit 21.1 Roan Resources, Inc. List of Subsidiaries Name Jurisdiction Roan Resources LLC Delaware Roan Holdings Holdco, LLC Delaware Linn Energy, Inc. Delaware |
|
| September 21, 2018 |
EX-2.1 Exhibit 2.1 MASTER REORGANIZATION AGREEMENT by and among LINN ENERGY, INC., ROAN HOLDINGS, LLC, and ROAN RESOURCES LLC Dated as of September 17, 2018 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND INTERPRETATION 2 Section 1.1 Defined Terms 2 Section 1.2 References and Rules of Construction 2 ARTICLE 2 THE REORGANIZATION; CLOSING 3 Section 2.1 Reorganization Transactions 3 Section 2.2 Time and |
|
| September 21, 2018 |
EX-99.1 Exhibit 99.1 LINN Energy and Roan Holdings Announce Definitive Agreement to Combine 100% of Their Interests in Roan LLC Into a New Publicly Traded Pure Play Company, Roan Resources, Inc. HOUSTON, Sept. 18, 2018 (GLOBE NEWSWIRE) — LINN Energy, Inc. (OTCQB: LNGG) (“LINN” or the “Company”) today announced that it has entered into a master reorganization agreement (the “Reorganization Agreemen |
|
| September 21, 2018 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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 21, 2018 (September 17, 2018) LINN ENERGY, INC. (Exact name of registrant specified in its charter) Delaware 000-51719 83-1207960 (State or Other Jurisdiction Of Incorpo |
|
| August 10, 2018 |
EX-10.2 4 d593111dex102.htm EX-10.2 Exhibit 10.2 TRANSITION SERVICES AGREEMENT by and between LINN ENERGY, INC. AND RIVIERA RESOURCES, INC. Dated as of August 7, 2018 Table of Contents ARTICLE 1 DEFINITIONS AND INTERPRETATION 1 Section 1.01 Certain Definitions 1 Section 1.02 References; Interpretation 3 ARTICLE 2 SERVICES 3 Section 2.01 Provision of Services 3 Section 2.02 Additional Services 3 Se |
|
| August 10, 2018 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): August 10, 2018 (August 7, 2018) LINN ENERGY, INC. (Exact name of registrant specified in its charter) Delaware 000-51719 83-1207960 (State or Other Jurisdiction Of Incorporation) |
|
| August 10, 2018 |
LINN ENERGY, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION EX-99.2 6 d593111dex992.htm EX-99.2 Exhibit 99.2 LINN ENERGY, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION When referring to LINN Energy (“Successor,” “LINN Energy” or the “Company”), the intent is to refer to Linn Energy, Inc., a Delaware corporation formed in July 2018 and successor by merger (as described below) to Linn Energy, Inc., a Delaware corporation formed in Feb |
|
| August 10, 2018 |
EX-10.1 Exhibit 10.1 TAX MATTERS AGREEMENT This Tax Matters Agreement (the “Agreement”) is entered into as of August 7, 2018 by and among Linn Energy, Inc., a Delaware corporation (“Linn”), Riviera Resources, Inc., a Delaware corporation formed as a result of the reorganization of the predecessor Linn Energy, Inc. in July 2018 (“SpinCo”), and the SpinCo Subsidiaries (as defined below, and collecti |
|
| August 10, 2018 |
EX-99.1 5 d593111dex991.htm EX-99.1 Exhibit 99.1 LINN ENERGY COMPLETES SPIN-OFF OF RIVIERA RESOURCES HOUSTON, August 7, 2018 – LINN Energy, Inc. (OTCQB: LNGG) (“LINN” or the “Company”) announced today that it has completed the previously announced spin-off of Riviera Resources, Inc. (“Riviera”) from LINN (the “Spin-Off”). Riviera is now an independent reporting company and is expected to begin tra |
|
| August 10, 2018 |
EX-2.1 2 d593111dex21.htm EX-2.1 Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT by and between LINN ENERGY, INC. and RIVIERA RESOURCES, INC. Dated as of August 7, 2018 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.1 General 2 Section 1.2 References; Interpretation 13 ARTICLE II THE SEPARATION Section 2.1 General 13 Section 2.2 Separation Transactions; Transfer of Ass |
|
| August 8, 2018 |
EX-99.1 Exhibit 99.1 NEWS RELEASE LINN ENERGY REPORTS SECOND-QUARTER 2018 RESULTS HOUSTON, Aug. 8, 2018 (GLOBE NEWSWIRE) — LINN Energy, Inc. (OTCQB: LNGG) (“LINN” or the “Company”) announces financial and operating results for the second quarter 2018 and highlights the following: • Executed strategic plan to separate into two public companies, LINN, which owns a 50% equity interest in Roan Resourc |
|
| August 8, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): August 8, 2018 (August 8, 2018) LINN ENERGY, INC. (Exact name of registrant specified in its charter) Delaware 000-51719 83-1207960 (State or Other Jurisdiction Of Incorporat |
|
| August 8, 2018 |
Letter Agreement, dated April 18, 2018, between Thomas E. Emmons and Linn Energy, Inc. Exhibit 10.2 600 TRAVIS, SUITE 1400 HOUSTON, TX 77002 PHONE: (281) 840-4000 FAX: (281) 840-4001 April 18, 2018 Thomas E. Emmons c/o LINN Energy, Inc. JP Morgan Chase Tower 600 Travis, Suite 1400 Houston, TX 77002 Re: Remaining Employment with Linn Energy, Inc. and its Affiliates Dear Thomas: This letter (this “Separation Agreement”) will confirm our agreement relating to the terms of your remainin |
|
| August 8, 2018 |
Letter Agreement, dated April 18, 2018, between Arden L. Walker, Jr. and Linn Energy, Inc. EX-10.4 6 exhibit104separationagreem.htm WALKER LETTER AGREEMENT Exhibit 10.4 600 TRAVIS, SUITE 1400 HOUSTON, TX 77002 PHONE: (281) 840-4000 FAX: (281) 840-4001 April 18, 2018 Arden L. Walker, Jr. c/o LINN Energy, Inc. JP Morgan Chase Tower 600 Travis, Suite 1400 Houston, TX 77002 Re: Remaining Employment with Linn Energy, Inc. and its Affiliates Dear Arden: This letter (this “Separation Agreement |
|
| August 8, 2018 |
Letter Agreement, dated April 18, 2018, between Mark E. Ellis and Linn Energy, Inc. EX-10.1 3 exhibit101separationagreem.htm ELLIS LETTER AGREEMENT Exhibit 10.1 600 TRAVIS, SUITE 1400 HOUSTON, TX 77002 PHONE: (281) 840-4000 FAX: (281) 840-4001 April 18, 2018 Mark E. Ellis c/o LINN Energy, Inc. JP Morgan Chase Tower 600 Travis, Suite 1400 Houston, TX 77002 Re: Remaining Employment with Linn Energy, Inc. and its Affiliates Dear Mark: This letter (this “Separation Agreement”) will c |
|
| August 8, 2018 |
Letter Agreement, dated April 18, 2018, between Candice J. Wells and Linn Energy, Inc. EX-10.5 7 exhibit105separationagreem.htm WELLS LETTER AGREEMENT Exhibit 10.5 600 TRAVIS, SUITE 1400 HOUSTON, TX 77002 PHONE: (281) 840-4000 FAX: (281) 840-4001 April 18, 2018 Candice J. Wells c/o LINN Energy, Inc. JP Morgan Chase Tower 600 Travis, Suite 1400 Houston, TX 77002 Re: Remaining Employment with Linn Energy, Inc. and its Affiliates Dear Candice: This letter (this “Separation Agreement”) |
|
| August 8, 2018 |
LNGG / Linn Energy Inc FORM 10-Q Q2 2018 (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51719 LINN ENERGY, INC. (Ex |
|
| August 8, 2018 |
EX-3.5 2 exhibit35arbylawsoflinnene.htm AMENDED AND RESTATED BYLAWS Exhibit 3.5 AMENDED AND RESTATED BYLAWS OF LINN ENERGY, INC. As adopted on August 2, 2018 ARTICLE I - STOCKHOLDERS Section 1. Annual Meeting. (1) An annual meeting of the stockholders of Linn Energy, Inc. (the “Corporation”), for the election of directors and for the transaction of such other business as may properly come before t |
|
| August 8, 2018 |
Letter Agreement, dated April 19, 2018, between David B. Rottino and Linn Energy, Inc. Exhibit 10.6 600 TRAVIS, SUITE 1400 HOUSTON, TX 77002 PHONE: (281) 840-4000 FAX: (281) 840-4001 April 19, 2018 David B. Rottino Re: Change in Control Waiver; Conversion and Related Indemnity; Existing and Go-Forward Equity Arrangements Dear David: This letter (this “Agreement”) will confirm our agreement relating to the terms of your equity awards issued in connection with your employment with Lin |
|
| August 8, 2018 |
Letter Agreement, dated April 18, 2018, between Jamin B. McNeil and Linn Energy, Inc. EX-10.3 5 exhibit103separationagreem.htm MCNEIL LETTER AGREEMENT Exhibit 10.3 600 TRAVIS, SUITE 1400 HOUSTON, TX 77002 PHONE: (281) 840-4000 FAX: (281) 840-4001 April 18, 2018 Jamin McNeil c/o LINN Energy, Inc. JP Morgan Chase Tower 600 Travis, Suite 1400 Houston, TX 77002 Re: Remaining Employment with Linn Energy, Inc. and its Affiliates Dear Jamin: This letter (this “Separation Agreement”) will |
|
| July 26, 2018 |
LNGG / Linn Energy Inc 8-K (Current Report) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): July 26, 2018 (July 26, 2018) LINN ENERGY, INC. (Exact name of registrant specified in its charter) Delaware 000-51719 83-1207960 (State or Other Jurisdiction Of Incorporation) (C |
|
| July 26, 2018 |
Riviera Resources, Inc. Common Stock (par value $0.01 per share) EX-99.1 Exhibit 99.1 PROSPECTUS Riviera Resources, Inc. Common Stock (par value $0.01 per share) This prospectus is being furnished to you in connection with the separation of Riviera Resources, Inc. from Linn Energy, Inc. (collectively with its consolidated subsidiaries, “LINN Energy”), following which Riviera Resources, Inc. will be an independent company with a strategic focus on efficiently op |
|
| July 26, 2018 |
EX-3.1 3 d564981dex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF NEW LINN INC. ARTICLE I NAME The name of the corporation is New LINN Inc. (the “Corporation”). ARTICLE II REGISTERED OFFICE The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, DE 19801. The name of the registered agent of the Corporation |
|
| July 26, 2018 |
8-K 1 d564981d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): July 26, 2018 (July 25, 2018) LINN ENERGY, INC. (Exact name of registrant specified in its charter) Delaware 000-51719 83-1207960 (State or Other Jurisdiction |
|
| July 26, 2018 |
EX-3.2 Exhibit 3.2 BYLAWS OF NEW LINN INC. As adopted on July 11, 2018 ARTICLE I - STOCKHOLDERS Section 1. Annual Meeting. (1) An annual meeting of the stockholders of New LINN Inc. (the “Corporation”), for the election of directors and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Dir |
|
| July 26, 2018 |
EX-3.3 Exhibit 3.3 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF NEW LINN INC. Under Section 242 of the Delaware Corporation Law Pursuant to Section 242 of the Delaware Corporation Law of the State of Delaware, the undersigned officer of New LINN Inc., a Delaware corporation (the “Corporation”) does hereby certify the following: FIRST: The name of the Corporation is: New LINN Inc |
|
| July 26, 2018 |
EX-2.1 2 d564981dex21.htm EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”) is entered into as of July 25, 2018, by and among Linn Energy, Inc., a Delaware corporation (“Linn”), New LINN Inc., a Delaware corporation and wholly owned subsidiary of Linn (“New Linn”), and Linn Merger Sub #1, LLC, a Delaware limited liability company and wholly owned |
|
| July 26, 2018 |
LNGG / Linn Energy Inc S-8 POS S-8 POS As filed with the Securities and Exchange Commission on July 26, 2018 No. 333-216341 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LINN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 83-1207960 (State or other jurisdiction of incorporati |
|
| July 26, 2018 |
As filed with the Securities and Exchange Commission on July 26, 2018 Registration No. |
|
| July 24, 2018 |
Financial Statements and Exhibits, Other Events 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): July 24, 2018 (July 24, 2018) LINN ENERGY, INC. (Exact name of registrant specified in its charter) Delaware 000-51719 81-5366183 (State or Other Jurisdiction (Commission (I.R.S. |
|
| July 24, 2018 |
LINN ENERGY BOARD OF DIRECTORS APPROVES EX-99.1 Exhibit 99.1 LINN ENERGY BOARD OF DIRECTORS APPROVES SPIN-OFF OF RIVIERA RESOURCES; SETS RECORD AND DISTRIBUTION DATE FOR SPIN-OFF HOUSTON, July 24, 2018 – LINN Energy, Inc. (OTCQB: LNGG) (“LINN” or the “Company”) announced today that its Board of Directors (the “Board”) has unanimously approved the previously announced spin-off of Riviera Resources, Inc. (“Riviera”) from LINN (the “Spin-O |
|
| June 27, 2018 |
Financial Statements and Exhibits, Other Events 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): June 27, 2018 (June 27, 2018) LINN ENERGY, INC. (Exact name of registrant specified in its charter) Delaware 000-51719 81-5366183 (State or Other Jurisdiction (Commission (I.R.S. |
|
| June 27, 2018 |
EX-10.1 Exhibit 10.1 SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of April 30, 2018, is among LINN ENERGY HOLDCO II LLC, a Delaware limited liability company (the “Borrower”); LINN ENERGY HOLDCO LLC, a Delaware limited liability company (the “Parent”); LINN ENERGY, INC., a Delaware corporation (“Holdings”); each of the undersigned guara |
|
| May 3, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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) May 3, 2018 LINN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 000-51719 81-5366183 (State or other jurisdiction of incorporation) (Commission File Numbe |
|
| May 3, 2018 |
Exhibit 99.1 LINN ENERGY REPORTS FIRST-QUARTER 2018 RESULTS HOUSTON, May 3, 2018 - LINN Energy, Inc. (OTCQB: LNGG) (“LINN” or the “Company”) announces financial and operating results for the first quarter 2018 and highlights the following: • Announced strategic plan to separate into two public companies, Roan Resources (“Roan”) and Riviera Resources (“Riviera”) during mid-summer 2018 • Completed s |
|
| May 3, 2018 |
Exhibit 2.2 Execution Version PURCHASE AND SALE AGREEMENT DATED JANUARY 15, 2018, BY AND BETWEEN LINN ENERGY HOLDINGS, LLC AND LINN OPERATING, LLC AS SELLER, AND WASATCH ENERGY LLC AS BUYER TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 ARTICLE 2 SALE AND TRANSFER OF ASSETS; CLOSING 22 2.01 Assets 22 2.02 Purchase Price; Deposit 22 2.03 Closing; Preliminary Settlement Statement 22 2.04 Closing Obl |
|
| May 3, 2018 |
Exhibit 2.3 Execution Version PURCHASE AND SALE AGREEMENT DATED FEBRUARY 13, 2018, BY AND AMONG LINN ENERGY HOLDINGS, LLC AND LINN OPERATING, LLC AS SELLER, AND SCOUT ENERGY GROUP IV, LP AS BUYER TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 ARTICLE 2 SALE AND TRANSFER OF ASSETS; CLOSING 20 2.01 Assets. 20 2.02 Purchase Price; Deposit. 20 2.03 Closing; Preliminary Settlement Statement. 21 2.04 Closing |
|
| May 3, 2018 |
Exhibit 2.5 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT This First Amendment to Purchase and Sale Agreement (this “Amendment”), is dated as of February 27, 2018 (the “Execution Date”), by and among Linn Energy Holdings, LLC (“LEH”), Linn Operating, LLC (“LOI”, and together with LEH, “Seller”) and Altamont Energy LLC (f/k/a Wasatch Energy LLC) (“Buyer”). Seller, on the one hand, and Buyer on the |
|
| May 3, 2018 |
Exhibit 2.6 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT This Second Amendment to Purchase and Sale Agreement (this “Amendment”), is dated as of February 28, 2018 (the “Execution Date”), by and among Linn Energy Holdings, LLC (“LEH”), Linn Operating, LLC (“LOI”, and together with LEH, “Seller”) and Altamont Energy LLC (f/k/a Wasatch Energy LLC) (“Buyer”). Seller, on the one hand, and Buyer on t |
|
| May 3, 2018 |
Exhibit 2.1 AMENDMENT TO PURCHASE AND SALE AGREEMENT This Amendment to Purchase and Sale Agreement (this “Amendment”) is made as of January 11, 2018, by and among Linn Energy Holdings, LLC, a Delaware limited liability company and Linn Operating, LLC, a Delaware limited liability company (collectively, “Seller”) and Scout Energy Group IV, LP a Texas limited partnership (“Buyer”). Seller and Buyer |
|
| May 3, 2018 |
LNGG / Linn Energy Inc FORM 10-Q Q1 2018 (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-51719 LINN ENERGY, INC. (E |
|
| May 3, 2018 |
Exhibit 2.4 FOURTH AMENDMENT TO CONTRIBUTION AGREEMENT THIS FOURTH AMENDMENT TO CONTRIBUTION AGREEMENT (this “Amendment”) is made and entered into this 27th day of February, 2018, by and among Linn Energy Holdings, LLC (“LEH”), a Delaware limited liability company, Linn Operating, LLC, a Delaware limited liability company (“LOI” and together with LEH, “Linn”), Citizen Energy II, LLC (“Citizen”), a |
|
| April 24, 2018 |
8-K 1 d576539d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): April 24, 2018 (April 18, 2018) LINN ENERGY, INC. (Exact name of registrant specified in its charter) Delaware 000-51719 81-5366183 (State or Other Jurisdicti |
|
| April 24, 2018 |
EX-99.1 Exhibit 99.1 LINN ENERGY PROVIDES A STRATEGIC UPDATE ON SEPARATION, ANNOUNCES NEW LEADERSHIP AND SCHEDULES FIRST QUARTER 2018 EARNINGS CONFERENCE CALL HOUSTON, April 18, 2018 – LINN Energy, Inc. (OTC: LNGG) (“LINN” or the “Company”) provides a strategic update on the previously announced separation, announces new leadership and schedules its first quarter 2018 earnings conference call. Str |
|
| April 18, 2018 |
LNGG / Linn Energy Inc FORM 10-KA 2017 (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-51719 LINN ENE |
|
| March 21, 2018 |
LINN ENERGY, INC. 44,731,906 Shares of Class A Common Stock 424B3 Table of Contents Filed Pursuant to 424(b)(3) Registration No. 333-217550 PROSPECTUS LINN ENERGY, INC. 44,731,906 Shares of Class A Common Stock This prospectus relates to the offer and sale of 44,731,906 shares of our Class A common stock, par value $0.001 per share (“Common Stock”) by the selling stockholders named in this prospectus or in a supplement hereto. We are registering the offer |
|
| March 16, 2018 |
EX-2.10 2 d641107dex210.htm EX-2.10 Exhibit 2.10 PURCHASE AND SALE AGREEMENT DATED OCTOBER 20, 2017, BY AND AMONG LINN ENERGY HOLDINGS, LLC AND LINN OPERATING, LLC AS SELLER, AND VALOREM ENERGY OPERATING, LLC AS BUYER TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 ARTICLE 2 SALE AND TRANSFER OF ASSETS; CLOSING 21 2.01 Assets 21 2.02 Purchase Price; Deposit 21 2.03 Closing; Preliminary Settlement Statem |
|
| March 16, 2018 |
POSASR 1 d641107dposasr.htm POSASR Table of Contents As filed with the Securities and Exchange Commission on March 16, 2018 Registration No. 333-217550 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-3 to FORM S-l REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LINN ENERGY, INC. (Exact name of registrant as specified in its c |
|
| March 14, 2018 |
Financial Statements and Exhibits 8-K 1 proformafinancialsq42017.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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) March 14, 2018 (March 14, 2018) LINN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 000-51719 81-5366183 (Stat |
|
| March 14, 2018 |
LINN ENERGY, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION Exhibit 99.1 LINN ENERGY, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION When referring to Linn Energy, Inc. (formerly known as Linn Energy, LLC) (“Successor” or “LINN Energy”), the intent is to refer to LINN Energy, a Delaware corporation formed in February 2017, and its consolidated subsidiaries as a whole or on an individual basis, depending on the context in which the st |
|
| February 27, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 form8-kq42017earningsrelea.htm FORM 8-K EARNINGS RELEASE Q4 2017 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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) February 27, 2018 LINN ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 000-51719 81- |
|
| February 27, 2018 |
EX-99.1 2 exhibit991q42017earningsre.htm EXHIBIT 99.1 Exhibit 99.1 LINN ENERGY REPORTS FOURTH-QUARTER AND FULL YEAR 2017 RESULTS; PROVIDES 2018 GUIDANCE HOUSTON, February 27, 2018 - LINN Energy, Inc. (OTCQB: LNGG) (“LINN” or the “Company”) announces financial and operating results for the fourth quarter and full year 2017 and also provides guidance for the first quarter and full-year 2018. The Com |
|
| February 27, 2018 |
Exhibit 10.24 Execution Version FIRST AMENDMENT TO CONTRIBUTION AGREEMENT THIS FIRST AMENDMENT TO CONTRIBUTION AGREEMENT (this “Amendment”) is made and entered into this 31st day of August, 2017, by and among Linn Energy Holdings, LLC, a Delaware limited liability company (“LEH”), Linn Operating, LLC, a Delaware limited liability company (“LOI” and together with LEH, “Linn”), Citizen Energy II, LL |
|
| February 27, 2018 |
2017 Report of DeGolyer and MacNaughton – LINN Energy Exhibit 99.1 DeGolyer and MacNaughton 5001 Spring Valley Road Suite 800 East Dallas, Texas 75244 February 6, 2018 Linn Operating, Inc. JP Morgan Chase Tower 600 Travis, Suite 5100 Houston, Texas 77002 Ladies and Gentlemen: Pursuant to your request, we have prepared estimates of the extent and value of the net proved oil, condensate, natural gas liquids (NGL), and gas reserves, as of December 31, 2 |
|
| February 27, 2018 |
List of Significant Subsidiaries Exhibit 21.1 LIST OF SIGNIFICANT SUBSIDIARIES As of December 31, 2017 Name of Subsidiary Jurisdiction of Incorporation or Organization Linn Energy Holdco LLC Delaware Linn Energy Holdco II LLC Delaware Linn Energy Holdings, LLC Delaware Roan Holdco LLC Delaware The names of certain subsidiaries have been omitted since, considered in the aggregate as a single subsidiary, they would not constitute a |
|
| February 27, 2018 |
Exhibit 2.10 Execution Version PURCHASE AND SALE AGREEMENT DATED DECEMBER 18, 2017, BY AND BETWEEN LINN ENERGY HOLDINGS, LLC AND LINN OPERATING, LLC AS SELLER, AND SCOUT ENERGY GROUP IV, LP AS BUYER TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 ARTICLE 2 SALE AND TRANSFER OF ASSETS; CLOSING 20 2.01 Assets 20 2.02 Purchase Price; Deposit 20 2.03 Closing; Preliminary Settlement Statement 20 2.04 Closing |
|
| February 27, 2018 |
Exhibit 2.9 Execution Version FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT This First Amendment to Purchase and Sale Agreement (this “First Amendment”) is made as of October 12, 2017, by and among Linn Energy Holdings, LLC, a Delaware limited liability company (“LEH”), Linn Operating, LLC, a Delaware limited liability company (“LOI”, and together with LEH, “Seller”) and Washakie Exaro Opportunit |
|
| February 27, 2018 |
LNGG / Linn Energy Inc FORM 10-K 2017 (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-51719 LINN ENERGY, INC. (Exact nam |
|
| February 27, 2018 |
EX-10.25 5 exhibit1025secondamendment.htm SECOND AMENDMENT TO CONTRIBUTION AGREEMENT Exhibit 10.25 Execution Version SECOND AMENDMENT TO CONTRIBUTION AGREEMENT THIS SECOND AMENDMENT TO CONTRIBUTION AGREEMENT (this “Amendment”) is made and entered into this 31st day of October, 2017, by and among Roan Holdco LLC (as successor in interest to Linn Energy Holdings, LLC (“LEH”)), a Delaware limited lia |
|
| February 27, 2018 |
Exhibit 10.26 THIRD AMENDMENT TO CONTRIBUTION AGREEMENT THIS THIRD AMENDMENT TO CONTRIBUTION AGREEMENT (this “Amendment”) is made and entered into this 29th day of November, 2017, by and among Linn Energy Holdings, LLC (“LEH”), a Delaware limited liability company, Linn Operating, LLC, a Delaware limited liability company (“LOI” and together with LEH, “Linn”), Citizen Energy II, LLC (“Citizen”), a |
|
| February 27, 2018 |
2017 Report of DeGolyer and MacNaughton – Roan Exhibit 99.2 DeGolyer and MacNaughton 5001 Spring Valley Road Suite 800 East Dallas, Texas 75244 February 14, 2018 Roan Resources, LLC 600 Travis, Suite 1400 Houston, Texas 77002 Ladies and Gentlemen: Pursuant to your request, we have prepared estimates of the extent and value of the net proved oil, condensate, natural gas liquids (NGL), and gas reserves, as of December 31, 2017, of certain proper |
|
| January 26, 2018 |
LNGG / Linn Energy Inc SC TO-I/A SC TO-I/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 5) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 LINN ENERGY, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Class A Common Stock, $0.001 par value (Title of Class of Securities) 53601P205 53601P304 (CUSIP Number of Cla |
|
| January 26, 2018 |
Press Release issued by Linn Energy, Inc. on January 26, 2018. EX-99.(a)(5)(F) Exhibit (a)(5)(F) LINN ENERGY ANNOUNCES FINAL RESULTS OF ITS TENDER OFFER HOUSTON, January 26, 2018 ? LINN Energy, Inc. (OTCQB: LNGG) (?LINN? or the ?Company?) today announced the final results of its tender offer to purchase for cash up to 6,770,833 shares of its Class A common stock (the ?shares?) at a price of $48.00 per share, which expired at 11:59 p.m., New York City time, on |
|
| January 23, 2018 |
Press Release issued by Linn Energy, Inc. on January 23, 2018. EX-99.(a)(5)(E) Exhibit (a)(5)(E) NEWS RELEASE ? FINAL LINN ENERGY ANNOUNCES PRELIMINARY RESULTS OF ITS TENDER OFFER HOUSTON, January 23, 2018 ? LINN Energy, Inc. (OTCQB: LNGG) (?LINN? or the ?Company?) today announced the preliminary results of its tender offer to purchase for cash up to 6,770,833 shares of its Class A common stock (the ?shares?) at a price of $48.00 per share, which expired at 1 |
|
| January 23, 2018 |
LNGG / Linn Energy Inc SC TO-I/A SC TO-I/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 4) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 LINN ENERGY, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Class A Common Stock, $0.001 par value (Title of Class of Securities) 53601P205 53601P304 (CUSIP Number of Cla |
|
| January 16, 2018 |
LNGG / Linn Energy Inc SC TO-I/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 3) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 LINN ENERGY, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Class A Common Stock, $0.001 par value (Title of Class of Securities) 53601P205 53601P304 (CUSIP Number of Class of Secu |
|
| January 16, 2018 |
Press Release issued by Linn Energy, Inc. on January 16, 2018. EX-99.(A)(5)(D) Exhibit a(5)(D) NEWS RELEASE ? FINAL LINN ENERGY ANNOUNCES SALE OF THE ALTAMONT BLUEBELL FIELD FOR $132 MILLION HOUSTON, January 16, 2018 ? LINN Energy, Inc. (OTCQB: LNGG) (?LINN? or the ?Company?) announces that it has signed a definitive agreement to sell its interest in properties located in the Altamont Bluebell Field to an undisclosed buyer for a contract price of $132 million |
|
| January 16, 2018 |
LNGG / Linn Energy Inc FORM 8-K (Current Report) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): January 16, 2018 (January 15, 2018) LINN ENERGY, INC. (Exact name of registrant specified in its charter) Delaware 000-51719 81-5366183 (State or Other Jurisdiction Of Incorp |
|
| January 8, 2018 |
LNGG / Linn Energy Inc SC TO-I/A SC TO-I/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 2) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 LINN ENERGY, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Class A Common Stock, $0.001 par value (Title of Class of Securities) 53601P205 53601P304 (CUSIP Number of Cla |
|
| January 8, 2018 |
LNGG / Linn Energy Inc SC TO-I/A SC TO-I/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 1) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 LINN ENERGY, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Class A Common Stock, $0.001 par value (Title of Class of Securities) 53601P205 53601P304 (CUSIP Number of Cla |
|
| January 8, 2018 |
Press Release dated January 8, 2018. EX-99.(a)(5)(C) Exhibit (a)(5)(C) NEWS RELEASE FINAL LINN ENERGY ANNOUNCES AN INCREASE IN TENDER OFFER PRICE FOR ITS CLASS A COMMON STOCK AND EXTENSION TO EXPIRATION DATE HOUSTON, January 8, 2018 LINN Energy, Inc. (OTCQB: LNGG) (LINN or the Company) today announced it is amending the terms of its previously announced cash tender offer to increase the price at which it will purchase shares |
|
| December 20, 2017 |
EX-99.(a)(1)(C) Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY (Not to be used for Signature Guarantee) for Tender of Shares of Class A Common Stock of LINN ENERGY, INC. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON FRIDAY, JANUARY 19, 2018, UNLESS THE OFFER IS EXTENDED OR TERMINATED. As set forth in Section 3 of the Offer to Purchase, dated D |
|
| December 20, 2017 |
LNGG / Linn Energy Inc SC TO-I SC TO-I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 LINN ENERGY, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Class A Common Stock, $0.001 par value (Title of Class of Securities) 53601P205 53601P304 (CUSIP Number of Class of Securities) Ca |
|
| December 20, 2017 |
EX-99.(a)(1)(E) Exhibit (a)(1)(E) LINN ENERGY, INC. Offer to Purchase for Cash up to 7,386,364 Shares of its Class A Common Stock at a Purchase Price of $44.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON FRIDAY, JANUARY 19, 2018, UNLESS THE OFFER IS EXTENDED OR TERMINATED. December 20, 2017 To Our Clients: Enclosed for your consider |
|
| December 20, 2017 |
EX-99.(A)(5)(B) 8 d465603dex99a5b.htm EX-99.(A)(5)(B) Exhibit (a)(5)(B) LINN ENERGY ANNOUNCES COMMENCEMENT OF TENDER OFFER TO PURCHASE UP TO 7,386,364 SHARES OF ITS CLASS A COMMON STOCK AT A PURCHASE PRICE OF $44.00 PER SHARE HOUSTON, December 20, 2017 — LINN Energy, Inc. (OTCQB: LNGG) (“LINN” or the “Company”) today announced that it is commencing a tender offer to purchase for cash up to 7,386,3 |
|
| December 20, 2017 |
EX-99.(a)(1)(F) Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares. The Offer (as defined below) is made solely by the Offer to Purchase, dated December 20, 2017, and the related Letter of Transmittal, as they may be amended or supplemented from time to time. The information contained or referred to therein is incorporated herein by re |
|
| December 20, 2017 |
EX-99.(a)(1)(D) Exhibit (a)(1)(D) LINN ENERGY, INC. Offer to Purchase for Cash up to 7,386,364 Shares of its Class A Common Stock at a Purchase Price of $44.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON FRIDAY, JANUARY 19, 2018, UNLESS THE OFFER IS EXTENDED OR TERMINATED. December 20, 2017 To Brokers, Dealers, Commercial Banks, Tru |
|
| December 20, 2017 |
EX-99.(A)(1)(B) 3 d465603dex99a1b.htm EX-99.(A)(1)(B) Exhibit (a)(1)(B) Letter of Transmittal to Tender Shares of LINN ENERGY, INC. in connection with its Offer to Purchase for Cash up to 7,386,364 Shares of its Class A Common Stock at a Purchase Price of $44.00 Per Share The undersigned represents that I (we) have full authority to surrender without restriction the certificate(s) listed below. Yo |
|
| December 20, 2017 |
EX-99.(a)(1)(A) Exhibit (a)(1)(A) Offer to Purchase for Cash by LINN ENERGY, INC. of Up to 7,386,364 Shares of its Class A Common Stock at a Purchase Price of $44.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON FRIDAY, JANUARY 19, 2018 UNLESS THE OFFER IS EXTENDED (THE ?EXPIRATION TIME?). Linn Energy, Inc., a Delaware corporation (th |
|
| December 20, 2017 |
Entry into a Material Definitive Agreement 8-K 1 d466562d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): December 20, 2017 (December 18, 2017) LINN ENERGY, INC. (Exact name of registrant specified in its charter) Delaware 000-51719 81-5366183 (State or Other |
|
| December 14, 2017 |
Financial Statements and Exhibits, Other Events Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-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): December 14, 2017 LINN ENERGY, INC. (Exact name of registrant specified in its charter) Delaware 000-51719 81-5366183 (State or Other Jurisdiction Of Incorporation) (Commissi |
