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ROAN RESOURCES, INC. Form 8-K: Current report, 2012

ROAN RESOURCES, INC. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2012-10-30: Form 8-K; Period of report 2012-10-29; Description 8.01 Other Events; Details 8.01.
  • 2012-10-25: Form 8-K; Period of report 2012-10-25; Description 9.01 Financial Statements and Exhibits; Details 9.01.
  • 2012-10-25: Form 8-K; Period of report 2012-10-25; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
  • 2012-10-17: Form 8-K; Period of report 2012-10-11; Description 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2012-10-308-K2012-10-298.01 Other Events8.01 On October 29, 2012, Linn Energy, LLC (the “Company”) filed a Prospectus Supplement relating to the issuance and sale of units representing limited liability company interests in the Company (the “Units”) pursuant to an Equity Distribution Agreement dated August 23, 2011 between the Company and Citigroup Global Markets Inc., entry into which was previously reported on the Company’s Current Report on Form 8-K filed August 23, 2011.d429127d8k.htm
2012-10-258-K2012-10-259.01 Financial Statements and Exhibits9.01 (a) Financial statement of business acquired.q320128-kproforma.htm
2012-10-258-K2012-10-252.02 Results of Operations and Financial Condition2.02 On October 25, 2012, Linn Energy, LLC (the “Company”) issued a press release announcing its earnings for the quarter ended September 30, 2012, and its updated outlook for the remainder of the year.form8-kq32012earningsrelea.htm
2012-10-178-K2012-10-111.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year1.01 On October 11, 2012, LinnCo, LLC (“LinnCo”) and Linn Energy, LLC (“LINN”) entered into an Underwriting Agreement (the “Underwriting Agreement”), by and among the LinnCo and LINN and Barclays Capital Inc., Citigroup Global Markets Inc., RBC Capital Markets, LLC, Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, Raymond James & Associates, Inc. and UBS Securities LLC, as representatives of the several underwriters named therein (the “Underwriters”), providing for the offer and sale by LinnCo (the “Offering”), and purchase by the Underwriters, of 30,250,000 common shares representing limited liability company interests in LinnCo at a price to the public of $36.50 per common share.
5.03 On October 17, 2012, in connection with the closing of the Offering, LinnCo amended and restated its Limited Liability Company Agreement (as amended, the “LinnCo LLC Agreement”).
d423335d8k.htm
2012-10-048-K2012-10-031.01 Entry into a Material Definitive Agreement1.01 On September 28, 2012, Linn Energy, LLC (the “Company”) entered into that certain Fourth Amendment (the “Fourth Amendment”) to the Fifth Amended and Restated Credit Agreement among the Company, as borrower, Wells Fargo Bank, National Association , as administrative agent, and the lenders and agents party thereto (the “Credit Facility”).a8kforamendno4.htm
2012-09-248-K2012-09-248.01 Other Events8.01 On September 24, 2012, LINN Energy, LLC and its wholly owned subsidiary, Linn Energy Finance Corp., issued a press release announcing their offer to exchange any and all of their $750,000,000 outstanding principal amount of 6.500% Senior Notes due 2019 for an equal amount of new 6.500% Senior Notes due 2019.d417289d8k.htm
2012-09-198-K/A2012-09-199.01 Financial Statements and Exhibits9.01 (b) Pro forma financial information.bpgreenriver8-kaamend2.htm
2012-09-188-K/A2012-09-179.01 Financial Statements and Exhibits9.01 (a) Financial statements of business acquired.bpgreenriver8-ka.htm
2012-08-028-K2012-08-022.01 Completion of Acquisition or Disposition of Assets2.01 On July 31, 2012, Linn Energy, LLC (the “Company”) closed its previously announced acquisition of certain oil and natural gas properties in the Jonah Field located in the Green River Basin of southwest Wyoming from BP America Production Company (“BP”) for a contract price of $1.025 billion, subject to post-closing adjustments (the “Acquisition”).a8-kforjonahclose.htm
2012-07-268-K2012-07-269.01 Financial Statements and Exhibits9.01 (a) Financial statement of business acquired.q220128-kproforma.htm
2012-07-268-K2012-07-262.02 Results of Operations and Financial Condition2.02 On July 26, 2012, Linn Energy, LLC (the “Company”) issued a press release announcing its earnings for the quarter ended June 30, 2012, and its updated outlook for the remainder of the year.form8-kq22012earningsrelea.htm
2012-07-098-K2012-07-097.01 Regulation FD Disclosure7.01 On June 25, 2012, Linn Energy, LLC (the “Company”) announced that it had signed a definitive purchase agreement to acquire properties in the Jonah Field, located in the Green River Basin of southwest Wyoming, from BP America Production Company for a contract price of $1.025 billion (the “Acquisition”), subject to closing conditions and a preferential right of purchase that encompassed substantially all of the properties to be acquired by the Company (the “Preferential Right”).a8kforjonahprefright.htm
2012-06-278-K2012-06-271.01 Entry into a Material Definitive Agreement1.01 On June 21, 2012, Linn Energy, LLC (the “Company”) entered into, through one of its wholly-owned subsidiaries, a definitive purchase agreement (the “Agreement”) to acquire certain oil and gas properties in the Jonah Field located in the Green River Basin of southwest Wyoming, from BP America Production Company (“Seller”) for a contract price of $1.025 billion, subject to closing conditions and a preferential right of purchase (the “Jonah Acquisition”).a8k.htm
2012-05-248-K2012-05-245.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Effective May 22, 2012, the Board of Directors of Linn Energy, LLC (the “Company”) voted to increase the size of the Company’s board to seven members and, based on the nomination made by the Board’s Nominating Committee, appointed David D. Dunlap to fill the vacancy.form8-k.htm
2012-05-158-K2012-05-151.01 Entry into a Material Definitive Agreement1.01 On May 10, 2012, Linn Energy, LLC (the “Company”) entered into that certain Second Amendment (the “Second Amendment”) to the Fifth Amended and Restated Credit Agreement among the Company, as borrower, Wells Fargo Bank, National Association (as successor to BNP Paribas), as administrative agent, and the lenders and agents party thereto (the “Credit Facility”).form8-k.htm
2012-05-088-K2012-05-088.01 Other Events8.01 Linn Energy, LLC (the “Company”) will be filing a registration statement on Form S-4, which incorporates by reference the contents of this Current Report on Form 8-K. The Company’s material subsidiaries (the “Guarantors”) will be co-registrants with the Company, and the registration statement will register a guarantee of debt securities by the Guarantors.d347241d8k.htm
2012-05-088-K2012-05-088.01 Other Events8.01 Linn Energy, LLC (the “Company”) will be filing a registration statement on Form S-4, which incorporates by reference the contents of this Current Report on Form 8-K. The Company’s material subsidiaries (the “Guarantors”) will be co-registrants with the Company, and the registration statement will register a guarantee of debt securities by the Guarantors.d347289d8k.htm
2012-04-308-K/A2012-04-309.01 Financial Statements and Exhibits9.01 (a) Financial statements of business acquired.form8kproformaq12012.htm
2012-04-268-K2012-04-262.02 Results of Operations and Financial Condition2.02 On April 26, 2012, Linn Energy, LLC (the “Company”) issued a press release announcing its earnings for the quarter ended March 31, 2012, and its updated outlook for the remainder of the year.form8kearningsq12012.htm
2012-04-058-K2012-04-052.01 Completion of Acquisition or Disposition of Assets2.01 On March 30, 2012, Linn Energy, LLC (the “Company”) closed its previously announced acquisition of certain oil and natural gas properties in the Hugoton Basin located in Kansas from BP America Production Company (“BP”) for approximately $1.2 billion, subject to post-closing adjustments (the “Acquisition”).form8-k.htm
2012-03-138-K2012-03-131.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.form8-k.htm
2012-03-028-K2012-02-281.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
2.03 On March 2, 2012, the Issuers, the Subsidiary Guarantors and U.S. Bank National Association, as trustee, entered into an Indenture pursuant to which the Issuers issued the 2019 Notes.
8.01 On February 28, 2012, the Company issued a press release announcing the pricing of the 2019 Notes.
d310851d8k.htm
2012-02-288-K2012-02-271.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; 8.01 Other Events1.01 On February 27, 2012, Linn Energy, LLC (the “Company”) entered into, through one of its wholly-owned subsidiaries, a definitive purchase agreement (the “Agreement”) to acquire certain oil and gas properties located in the Hugoton Basin area of Southwestern Kansas from BP America Production Company for a contract price of $1.2 billion, subject to closing conditions (the “Hugoton Acquisition”).
7.01 (1) Proved reserves for the legacy oil and natural gas assets were calculated on December 31, 2011, the reserve report date, and use a price of $4.12/MMBtu for natural gas and $95.84/Bbl for oil, which represent the unweighted average of the first-day-of-the-month prices for each of the twelve months immediately preceding December 31, 2011.
8.01 On February 27, 2012, the Company issued a press release announcing the Hugoton Acquisition.
d307903d8k.htm
2012-02-238-K2012-02-238.01 Other Events8.01 The unaudited pro forma combined statement of operations of Linn Energy, LLC (“LINN Energy” or the Company”) for the year ended December 31, 2011, which gives effect to the acquisitions of oil and natural gas properties from Plains Exploration & Production Company (“Plains”), Panther Energy Company, LLC and Red Willow Mid-Continent, LLC (collectively referred to as “Panther”), SandRidge Exploration and Production, LLC (“SandRidge”) and an affiliate of Concho Resources Inc. (“Concho”), is attached as Exhibit 99.1 and incorporated herein by reference.form8kproformaq42011.htm
2012-02-238-K2012-02-232.02 Results of Operations and Financial Condition2.02 On February 23, 2012, Linn Energy, LLC (the “Company”) issued a press release announcing its earnings for the quarter and year ended December 31, 2011, and its updated outlook for 2012.form8kearningsq42011.htm
2012-01-178-K2012-01-121.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
8.01 On January 12, 2012, the Company issued a press release announcing pricing of a public offering by the Company of the Units pursuant to an effective shelf registration statement on Form S-3ASR filed with the Securities and Exchange Commission.
d283594d8k.htm