ROAN RESOURCES, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2018-11-13: Form 8-K; Period of report 2018-11-12; Description 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; Details 2.02.
- 2018-11-06: Form 8-K; Period of report 2018-11-05; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 5.02.
- 2018-10-23: Form 8-K; Period of report 2018-10-23; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2018-09-27: Form 8-K; Period of report 2018-09-27; Description 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2018-11-13 | 8-K | 2018-11-12 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On November 12, 2018, Roan Resources, Inc. (the “Company”) issued a press release announcing its financial and operational results for the quarter ended September 30, 2018, and its updated guidance for 2018. 7.01 On November 12, 2018, the Company posted an updated investor presentation to the “investors” section of its website (www.roanresources.com), where the Company routinely posts announcements, updates, events, investor information and presentations and recent news releases. | d569054d8k.htm |
| 2018-11-06 | 8-K | 2018-11-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 Pursuant to the Stockholders’ Agreement by and between Roan Resources, Inc. (the “Company”), the Existing LINN Owners (as defined therein), Roan Holdings, LLC (“Roan Holdings”) and the other parties listed on the signatures pages thereto, Roan Holdings is entitled to designate nominees to the Board of Directors of the Company (the “Board”). 8.01 On November 6, 2018, the Company issued a press release announcing the appointment of Mr. Mills to the Board and announcing that it is authorized to list its Class A common stock on the New York Stock Exchange. | d642196d8k.htm |
| 2018-10-23 | 8-K | 2018-10-23 | 7.01 Regulation FD Disclosure | 7.01 Pursuant to the registration rights agreement (the “Registration Rights Agreement”), dated September 24, 2018, by and among Roan Resources, Inc. (the “Company”) and each of the parties listed on the signature page thereto, the Company is required to file a shelf registration statement (the “Shelf Registration Statement”) to register the shares of Class A common stock, par value $0.001 per share, of the Company held by the parties to the Registration Rights Agreement. | d643573d8k.htm |
| 2018-09-27 | 8-K | 2018-09-27 | 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 1.01 On September 27, 2018, Roan Resources, Inc. (the “Company”) amended its Credit Agreement, dated as of September 5, 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to the Third Amendment to Credit Agreement (the “Amendment”) by and among Roan Resources LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, as Borrower, the Lenders party thereto and Citibank, N.A., as Administrative Agent. 5.03 Effective on September 27, 2018, the Company amended and restated its amended and restated certificate of incorporation in its entirety to, among other things, increase the authorized capitalization of the Company from 300 million shares to 850 million shares. 8.01 On September 27, 2018, the Company issued a press release announcing that it had amended its Credit Agreement. | d630589d8k.htm |
| 2018-09-25 | 8-K/A | 2018-09-21 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.02 To the extent required, the information set forth under Item 2.01 of this Current Report under “Directors and Executive Officers,” “Director and Executive Officer Compensation” and “Certain Relationships and Related Party Transactions” is incorporated herein by reference. 5.03 The information set forth under Item 2.01 of this Current Report under “Description of the Company’s Securities” is incorporated in this Item 5.03 by reference. 5.07 On the Effective Date, immediately following the consummation of the Linn Merger, and prior to the consummation of the Holdco Merger, the holders of approximately 51.1% of the then-issued and outstanding Common Stock of Roan Inc. executed and delivered a written consent adopting and approving (a) our amended and restated certificate of incorporation and amended and restated bylaws and (b) the Holdco Merger. 8.01 On the Effective Date, the Company issued a press release announcing the consummation of the Reorganization, which is included in this Current Report as Exhibit 99.6. | d616149d8ka.htm |
| 2018-09-24 | 8-K | 2018-09-21 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 4.01 Changes in Registrant's Certifying Accountant; 5.01 Changes in Control of Registrant | 1.01 Entry into a Material Definitive Agreement. 1.02 The parties to that certain registration rights agreement (the “Prior RRA”), dated as of February 28, 2017, among Old Linn, and the other parties thereto, agreed to terminate the Prior RRA and their rights and obligations thereunder immediately prior to the Reorganization. 2.01 The disclosure set forth under “Introductory Note” above is incorporated in this Item 2.01 by reference. 2.03 The information set forth under Item 1.01 of this Current Report under “Credit Facility” is incorporated in this Item 2.03 by reference. 3.02 The information set forth under Item 2.01 of this Current Report under “Recent Sales of Unregistered Securities” is incorporated in this Item 3.02 by reference. 3.03 The information set forth under Item 5.03 of this Current Report is incorporated in this Item 3.03 by reference. 4.01 On September 21, 2018, the Board elected to dismiss KPMG LLP (“KPMG”), which was the registrant’s auditor prior to the Reorganization, as the registrant’s independent registered public accounting firm effective September 21, 2018. 5.01 The information set forth under Item 1.01 and Item 2.01 of this Current Report is incorporated in this Item 5.01 by reference. | d616149d8k.htm |
| 2018-09-21 | 8-K | 2018-09-17 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 In connection with the Reorganization and as described above in Item 1.01 of this Current Report, on the Effective Date, Roan Resources expects to issue 76,269,766 shares of Roan Common Stock to Roan Holdings pursuant to the Master Reorganization Agreement and the Roan Holdco Merger Agreement. 5.02 In connection with and effective upon the Reorganization, each of David B. Rottino, President and Chief Executive Officer, James G. Frew, Executive Vice President and Chief Financial Officer, and Darren Schluter, Executive Vice President, Finance, Administration and Chief Accounting Officer, will depart from the Company. 8.01 On September 18, 2018, the Company issued a press release announcing the entrance into the Reorganization Agreement. | d401880d8k.htm |
| 2018-08-10 | 8-K | 2018-08-07 | 1.01 Entry into a Material Definitive Agreement; 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; 8.01 Other Events | 1.01 On August 7, 2018 (the “Distribution Date”), Linn Energy, Inc. (“Linn” or the “Company”) completed the previously announced spin-off of Riviera Resources, Inc. (“Riviera”) from the Company through the pro rata distribution of all of the shares of Riviera’s outstanding common stock to the Company’s stockholders (the “Spin-Off”). 2.01 The description of the Separation and Distribution Agreement under Item 1.01 above is hereby incorporated into this Item 2.01. 5.02 As previously disclosed on April 18, 2018, each of Mark E. Ellis and David B. Rottino has retired or resigned, respectively, from the Company’s Board of Directors (the “Board”), effective immediately following the consummation of the Spin-Off. 8.01 On the Distribution Date, the Company issued a press release announcing the completion of the Spin-Off. | d593111d8k.htm |
| 2018-08-08 | 8-K | 2018-08-08 | 2.02 Results of Operations and Financial Condition | 2.02 On August 8, 2018, Linn Energy, Inc. (the “Company”) issued a press release announcing its earnings for the quarter ended June 30, 2018, and its updated guidance for 2018. | d587440d8k.htm |
| 2018-07-26 | 8-K | 2018-07-26 | 7.01 Regulation FD Disclosure | 7.01 As previously disclosed, Riviera Resources, LLC (“Riviera”), an indirect subsidiary of Linn Energy, Inc. (the “Company”), previously filed a Registration Statement on Form S-1 (File No. 333-225927), in connection with the Company’s planned distribution of all of the outstanding shares of common stock, par value $0.01 per share, of Riviera’s corporate successor, to the holders of the Company’s Class A common stock, par value $0.001 per share, on a pro rata basis (as amended, the “Registration Statement”). | d586007d8k.htm |
| 2018-07-26 | 8-K | 2018-07-25 | 1.01 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; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 On July 25, 2018, in accordance with Section 251(g) of the DGCL, Linn Energy, Inc. (“Old LINN”), merged with and into Linn Merger Sub #1, LLC (“Merger Sub”), a newly formed Delaware limited liability company and wholly owned subsidiary of New LINN Inc., a newly formed Delaware corporation (“New LINN”), with Merger Sub surviving such merger (the “Merger”). 5.02 In connection with the Reorganization, each member of the board of directors of Old LINN (the “Old LINN Board”) was appointed to the board of directors of New LINN (the “New LINN Board”), which became the board of directors of the registrant effective July 25, 2018. 5.03 In connection with the Reorganization and pursuant to the terms of the Merger Agreement, New LINN’s certificate of incorporation (the “New LINN Charter”) and bylaws (the “New LINN Bylaws”) became the certificate of incorporation and bylaws of the registrant effective July 25, 2018. | d564981d8k.htm |
| 2018-07-25 | 8-K | 2018-07-24 | 8.01 Other Events | 8.01 On July 24, 2018, Linn Energy, Inc. (the “Company”), issued a press release announcing that its board of directors (the “Board”) has approved the distribution on a pro rata basis of all of the outstanding shares of common stock of Riviera Resources, Inc. (“Riviera”) to the holders of the Company’s Class A common stock (the “Spin-Off”). | d581768d8k.htm |
| 2018-06-28 | 8-K | 2018-06-27 | 8.01 Other Events | 8.01 On June 27, 2018, Riviera Resources, LLC (“Riviera”), an indirect subsidiary of Linn Energy, Inc. (the “Company”), filed a Registration Statement on Form S-1 (File No. 333-225927), in connection with the Company’s planned distribution of all of the outstanding shares of common stock, par value $0.01 per share, of Riviera’s corporate successor, to the holders of the Company’s Class A common stock, par value $0.001 per share, on a pro rata basis. | d817625d8k.htm |
| 2018-05-03 | 8-K | 2018-05-03 | 2.02 Results of Operations and Financial Condition | 2.02 On May 3, 2018, Linn Energy, Inc. issued a press release announcing its earnings for the quarter ended March 31, 2018, and its guidance for 2018. | form8-kq12018earningsrelea.htm |
| 2018-04-24 | 8-K | 2018-04-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 8.01 On April 18, 2018, the Company issued a press release announcing, among other things, an update on the Spinoff and identifying (i) the board of directors and management team of Riviera and (ii) the management team of Blue Mountain Midstream LLC, which will be a subsidiary of Riviera upon consummation of the Spinoff. | d576539d8k.htm |
| 2018-03-14 | 8-K | 2018-03-14 | 9.01 Financial Statements and Exhibits | 9.01 (a) Financial Statements of Business Acquired. | proformafinancialsq42017.htm |
| 2018-02-27 | 8-K | 2018-02-27 | 2.02 Results of Operations and Financial Condition | 2.02 On February 27, 2018, Linn Energy, Inc. issued a press release announcing its earnings for the fourth quarter and full year 2017, and its guidance for 2018. | form8-kq42017earningsrelea.htm |
| 2018-01-16 | 8-K | 2018-01-15 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d689388d8k.htm |