ROAN RESOURCES, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2019-12-06: Form 8-K; Period of report 2019-12-06; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; Details 3.01.
- 2019-12-06: Form 8-K; Period of report 2019-12-06; Description 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; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 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; Details 2.01.
- 2019-12-04: Form 8-K; Period of report 2019-12-04; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2019-11-27: Form 8-K; Period of report 2019-11-27; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2019-12-06 | 8-K | 2019-12-06 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders | 3.01 On December 6, 2019, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 1, 2019, by and among Citizen Operating, LLC, Citizen Energy Pressburg Inc. (“Merger Sub”) and the Company, the Company completed its previously announced merger whereby Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. 3.03 To the extent applicable, the information set forth under Item 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. | d839273d8k.htm |
| 2019-12-06 | 8-K | 2019-12-06 | 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; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 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 | 2.01 On December 6, 2019, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 1, 2019, by and among Parent, Citizen Energy Pressburg Inc. (“Merger Sub”) and the Company, the Company completed its previously announced merger whereby Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. 2.03 To the extent applicable, the information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 3.03 To the extent applicable, the information set forth under Item 2.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 To the extent applicable, the information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 In connection with the Merger, the board of directors of the Company adopted resolutions to terminate the Company’s Amended and Restated Management Incentive Plan and any other employee or director stock plan pursuant to which any restricted stock unit, performance share unit or other equity compensation award is outstanding (the “Company Stock Plans”), effective as of the Effective Time. 5.03 On December 6, 2019, the Company filed a Certificate of Merger (the “Merger Certificate”) with the Secretary of State of the State of Delaware (the “DE Secretary of State”) to effect the Merger. | d838445d8k.htm |
| 2019-12-04 | 8-K | 2019-12-04 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On December 4, 2019, at a Special Meeting, Roan stockholders voted on three proposals that are described in detail in Roan’s definitive proxy statement (as filed with the Securities and Exchange Commission on November 4, 2019). | d843357d8k.htm |
| 2019-11-27 | 8-K | 2019-11-27 | 8.01 Other Events | 8.01 As previously disclosed, on October 1, 2019, Roan Resources, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Citizen Energy Operating, LLC, a Delaware limited liability company (“Parent”), Citizen Energy Pressburg Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the Company. | d822084d8k.htm |
| 2019-11-06 | 8-K | 2019-11-06 | 2.02 Results of Operations and Financial Condition | 2.02 On November 6, 2019, Roan Resources, Inc. (the “Company”) issued a press release announcing its financial and operational results for the quarter ended September 30, 2019. | d823918d8k.htm |
| 2019-10-30 | 8-K | 2019-10-25 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d785619d8k.htm |
| 2019-10-01 | 8-K | 2019-09-29 | 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; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 5.02 On September 29, 2019, the Board appointed Rick Gideon to serve as the Company’s Chief Executive Officer (Principal Executive Officer), effective as of September 29, 2019 (the “Start Date”). 7.01 On October 1, 2019, the Company issued a press release announcing that it has entered into the Merger Agreement and the appointment of Mr. Gideon. | d808728d8k.htm |
| 2019-09-23 | 8-K | 2019-09-16 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d795828d8k.htm |
| 2019-08-07 | 8-K | 2019-08-07 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 7, 2019, Roan Resources, Inc. (the “Company”) issued a press release announcing its financial and operational results for the quarter ended June 30, 2019, and its updated guidance for 2019. 7.01 On August 7, 2019, the Company plans to post 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. | d789076d8k.htm |
| 2019-06-28 | 8-K | 2019-06-26 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 On June 19, 2019, the Company entered into a commitment letter for a $100 million term loan facility with affiliates of certain significant shareholders of the Company. 3.02 The information set forth under Item 1.01 of this Current Report is incorporated in this Item 3.02 by reference. | d640381d8k.htm |
| 2019-06-20 | 8-K | 2019-06-19 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 On June 19, 2019, Roan Resources, LLC, a wholly owned subsidiary of Roan Resources, Inc. (the “Company”), entered into an amendment to 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 Fifth Amendment to Credit Agreement (the “Amendment”) by and among Roan Resources, LLC, as Borrower, the Lenders party thereto and Citibank, N.A., as Administrative Agent. 7.01 On June 19, 2019, the Company issued a press release. 8.01 On June 19, 2019, the Company entered into a commitment letter for a $100 million secured term loan facility with affiliates of certain significant shareholders of the Company (the “Committed Financing”). | d769471d8k.htm |
| 2019-05-15 | 8-K | 2019-05-14 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 14, 2019, Roan Resources, Inc. (the “Company”) issued a press release announcing its financial and operational results for the three months ended March 31, 2019. 7.01 On May 15, 2019, the Company will post 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. | d747538d8k.htm |
| 2019-04-18 | 8-K | 2019-04-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 12, 2019, Tony C. Maranto, resigned from his positions as President, Chief Executive Officer and Chairman of the Board of Directors (the “Board”) of Roan Resources, Inc. (the “Company”). | d670388d8k.htm |
| 2019-03-19 | 8-K | 2019-03-18 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On March 18, 2019, Roan Resources, Inc. (the “Company”) issued a press release announcing its financial and operational results for the 2018 full-year and fourth quarter. 7.01 On March 19, 2019, the Company plans to post 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. | d680416d8k.htm |
| 2019-03-13 | 8-K | 2019-03-13 | 1.01 Entry into a Material Definitive Agreement | 1.01 On March 13, 2019, 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 Fourth 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. | a8kmarch2019.htm |
| 2019-02-19 | 8-K | 2019-02-19 | 7.01 Regulation FD Disclosure | 7.01 The board of directors (the “Board”) of Roan Resources, Inc. (the “Company”) has determined that it intends to hold the Company’s Annual Meeting of Stockholders (the “2019 Annual Meeting”) on June 4, 2019, at a time and location to be specified in the Company’s proxy statement for the 2019 Annual Meeting. | form8-k.htm |
| 2019-02-19 | 8-K | 2019-02-19 | 7.01 Regulation FD Disclosure | 7.01 On February 19, 2019, Roan Resources, Inc. (the “Company”) issued a press release providing an operational update and announcing the timing for release of its fourth quarter 2018 financial results and related conference call. | d695926d8k.htm |