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ROAN RESOURCES, INC. Form 8-K: Current report, 2013

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

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

  • 2013-12-18: Form 8-K; Period of report 2013-12-16; Description 2.01 Completion of Acquisition or Disposition of Assets; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure; Details 2.01.
  • 2013-12-09: Form 8-K; Period of report 2013-12-06; Description 8.01 Other Events; Details 8.01.
  • 2013-11-05: Form 8-K; Period of report 2013-11-05; Description 1.01 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; Details 1.01.
  • 2013-11-04: Form 8-K; Period of report 2013-11-03; Description 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; Details 1.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2013-12-188-K2013-12-162.01 Completion of Acquisition or Disposition of Assets; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure2.01 On December 16, 2013, Linn Energy, LLC, a Delaware limited liability company (“LINN”), and LinnCo, LLC, a Delaware limited liability company (“LinnCo”), completed the previously-announced transactions contemplated by the Agreement and Plan of Merger, dated as of February 20, 2013, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of November 3, 2013, and Amendment No. 2 to Agreement and Plan of Merger, dated as of November 13, 2013 (as so amended, the “Merger Agreement”), by and among Berry Petroleum Company, a Delaware corporation (“Berry”), Bacchus HoldCo, Inc., a Delaware corporation and a direct wholly owned subsidiary of Berry (“HoldCo”), Bacchus Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of HoldCo (“Bacchus Merger Sub”), LinnCo, Linn Acquisition Company, LLC, a Delaware limited liability company and a wholly owned subsidiary of LinnCo (“LinnCo Merger Sub”), and LINN.
5.02 Effective December 16, 2013, in connection with the acquisition of Berry, the Board of Directors of LINN (the “Board of Directors”) increased its size from six members to seven members.
5.07 LINN held its annual meeting of unitholders on December 16, 2013.
7.01 On December 16, 2013, Berry, LinnCo and LINN issued a joint press release announcing the completion of the Transactions.
d643080d8k.htm
2013-12-098-K2013-12-068.01 Other Events8.01 On December 6, 2013, Linn Energy, LLC (“LINN”), LinnCo, LLC (“LinnCo”) and Berry Petroleum Company (“Berry” or the “Company”) reached an agreement in principle to settle a purported stockholder class action on behalf of Berry stockholders filed in the Court of Chancery of the State of Delaware on April 12, 2013 (the “Action”) on the terms and conditions set forth in a memorandum of understanding.d640822d8k.htm
2013-11-058-K2013-11-051.01 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 Registrant1.01 Entry into a Material Definitive Agreement.
2.03 The information set forth in Item 1.01 is incorporated herein by reference.
a8-kfortermloanv2.htm
2013-11-048-K2013-11-031.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 On November 3, 2013, LinnCo, LLC (“LinnCo”) and Linn Energy, LLC (“LINN”) entered into Amendment No. 1 (the “Merger Agreement Amendment”) to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 20, 2013, with Berry Petroleum Company (“Berry”), Linn Acquisition Company, LLC, a wholly owned subsidiary of LinnCo (“LinnCo Merger Sub”), Bacchus HoldCo, Inc., a direct wholly owned subsidiary of Berry (“HoldCo”), and Bacchus Merger Sub, Inc., a direct wholly owned subsidiary of HoldCo (“Bacchus Merger Sub”).
7.01 On November 4, 2013, Berry, LinnCo and LINN issued a joint press release announcing the execution of the Merger Agreement Amendment.
d622480d8k.htm
2013-10-288-K2013-10-282.02 Results of Operations and Financial Condition2.02 On October 28, 2013, Linn Energy, LLC (the “Company”) issued a press release announcing its earnings for the quarter ended September 30, 2013, and its updated outlook for the remainder of the year.q32013earningsrelease.htm
2013-09-198-K2013-09-191.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.a8kforacquisition.htm
2013-08-088-K2013-08-082.02 Results of Operations and Financial Condition2.02 On August 8, 2013, Linn Energy, LLC (the “Company”) issued a press release announcing its earnings for the quarter ended June 30, 2013, and its updated outlook for the remainder of the year.q22013earningsrelease.htm
2013-04-258-K2013-04-252.02 Results of Operations and Financial Condition2.02 On April 25, 2013, Linn Energy, LLC (the “Company”) issued a press release announcing its earnings for the quarter ended March 31, 2013, and its updated outlook for the remainder of the year.q12013earningsrelease.htm
2013-04-048-K2013-04-031.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.d516847d8k.htm
2013-02-288-K2013-02-275.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Effective February 27, 2013, Charlene A. Ripley resigned her position as Senior Vice President and General Counsel of Linn Energy, LLC (the “Company”).d494824d8k.htm
2013-02-218-K2013-02-219.01 Financial Statements and Exhibits9.01 (a) Financial statement of business acquired.q420128-kproforma.htm
2013-02-218-K2013-02-212.02 Results of Operations and Financial Condition2.02 On February 21, 2013, Linn Energy, LLC (the “Company”) issued a press release announcing its earnings for the quarter and year ended December 31, 2012, and its updated outlook for 2013.form8-kq42012earningsrelea.htm
2013-02-218-K2013-02-191.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure1.01 On February 20, 2013, LinnCo, LLC (“LinnCo”) and Linn Energy, LLC (“LINN”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Berry Petroleum Company (“Berry”), Linn Acquisition Company, LLC, a wholly owned subsidiary of LinnCo (“LinnCo Merger Sub”), Bacchus HoldCo, Inc., a direct wholly owned subsidiary of Bacchus (“HoldCo”), and Bacchus Merger Sub, Inc., a direct wholly owned subsidiary of HoldCo (“Bacchus Merger Sub”).
5.02 On February 19, 2013, Terrence S. Jacobs and Linda M. Stephens resigned from the board of directors of LINN to form the LinnCo Conflicts Committee in order to evaluate and consider the Contribution and Issuance on behalf of LinnCo and its public shareholders.
7.01 On February 21, 2013, Berry, LinnCo and LINN issued a joint press release announcing the execution of the Merger Agreement.
d492046d8k.htm
2013-02-158-K2013-02-157.01 Regulation FD Disclosure7.01 On February 15, 2013, Linn Energy, LLC posted to its website a presentation entitled “LINN’s Hedging Strategy and Response to Inaccurate Statements made by an Anonymous Short Seller”, attached hereto as Exhibit 99.1.d488357d8k.htm
2013-02-088-K2013-02-045.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Effective February 4, 2013, the Boards of Directors of Linn Energy, LLC (“LINN”) and LinnCo, LLC (“LinnCo”) voted to increase the size of each of the LINN and LinnCo boards of directors to eight members.d483898d8k.htm