Rosehill Resources Inc.

Rosehill Resources Inc. terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

Rosehill Resources Inc.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

Nasdaq told Rosehill on 2020-07-27 that, because of the Chapter 11 cases filed 2020-07-26, its securities will be suspended from trading at the open on 2020-08-05 and a Form 25-NSE will be filed that day to remove them from Nasdaq listing and registration. This follows the company's own delisting request of 2020-07-24 and means the Class A stock, warrants and units will lose their Nasdaq listing, while the plan still cancels the common stock with no recovery.

listing compliance notice

Rosehill and Rosehill Operating filed Chapter 11 in the Southern District of Texas (Case No. 20-33695), stating a petition date of 2020-07-26, along with the prepackaged plan and disclosure statement contemplated by the June 30 agreement. They sought approval of the $17.5M DIP loan at 8%, and the filing triggered default and acceleration of the JPMorgan credit agreement and the Notes (enforcement is stayed). The company asked Nasdaq on 2020-07-24 to delist and deregister its Class A common stock, warrants and units and expects to file Form 15 to end SEC reporting. Under the plan the common stock is cancelled with no recovery (per the earlier agreement), and Series B would be redeemed in cash upon plan consummation per its terms. Executives French and Owen's employment ends on the plan's effective date with severance-type payments.

bankruptcy or receivership

On 2020-06-30 Rosehill signed a Restructuring Support Agreement with Tema, certain credit-facility lenders, and noteholders holding 100% of the Series B preferred. It plans a prepackaged Chapter 11 in Texas, with a plan filed by 2020-07-15 and a $17.5M junior DIP loan. Under the plan, existing common stock including Class A would be cancelled with no recovery; Series A and B preferred holders would share 1.48% of the new shares, subject to conditions. Noteholders would get 68.60% of new shares, DIP lenders 24.15% plus 1.69% fee shares, and Tema 4.08% for its tax receivable claims. This resolves the forbearance negotiations and is a heavy negative for common shareholders.

material agreement

On 2020-05-04 Rosehill and its subsidiary signed a forbearance agreement with JPMorgan and lenders holding at least the required majority under the 2018 credit agreement. The lenders agreed not to act on certain events of default, and Rosehill Operating paid down $20 million of loans as a condition. The agreement ends 2020-07-03 and can end sooner if no restructuring term sheet is agreed within 25 days or no Restructuring Support Agreement within 40 days. This follows the fully drawn credit line in March 2020 and signals a restructuring is being negotiated.

material agreement

Nasdaq notified Rosehill on 2020-03-23 that its common stock closed below the $1.00 minimum bid for 30 consecutive business days. It has until 2020-09-21 to regain compliance with ten straight days at or above $1.00, or risk further Nasdaq action. The company says it is monitoring the price and may consider options. This is a new listing issue for the common stock, separate from the 2017-18 warrant matter.

listing compliance notice

On 2020-03-19 Rosehill said it fully drew its remaining credit capacity as a precaution (borrowing base $340M; $266M outstanding as of 2020-03-13 with $74M available) and withdrew its 2020 guidance because of uncertainty in global markets and commodity prices. The facility is the 2018 JPMorgan credit agreement; the 10.00% Senior Secured Second Lien Notes due 2023 are also mentioned. Debt is now at the full borrowing base, and the company has dropped its outlook.

debt financing

Rosehill agreed on 2018-09-27 to sell 6,150,000 Class A shares at $6.10 through underwriters led by Citigroup (30-day option for 922,500 more), expecting about $34.8M net. Proceeds go to Rosehill Operating for its development plan and general purposes including possible acquisitions. This is new common equity that dilutes existing shareholders, following the S-1 filed in February 2018 and amended September 2018.

material agreement

On 2018-03-28 Rosehill Operating refinanced its PNC credit facility with a new JPMorgan-led credit agreement: facility size up to $500M (from $250M) and an initial borrowing base of $150M, up $75M. It matures 2022-08-31 (extending to 2023-03-28 if the Notes are paid in full), with covenants on current ratio, leverage and coverage. A first amendment also conformed the December 2017 Note Purchase Agreement (U.S. Bank as agent) to the new terms. This replaces the earlier bank debt with more borrowing capacity, secured by Rosehill Operating's oil and gas properties.

debt financing

On 2017-12-21 Rosehill bought more assets from the same Whitehorse/Siltstone sellers under a Third Amendment to the PSA: mineral and royalty interests, two producing wells and 1,940 more net acres in Pecos County for $39.0M, about $33.0M of it for the acreage. This uses part of the up-to-$80M additional-interests option from the December deal, so less remains available under that option.

asset acquisition disposition

Rosehill completed the Delaware Basin purchase from Whitehorse/Siltstone that was signed on 2017-10-24: about 4,565 net acres for roughly $78.0M in cash (the PSA had said ~$77.6M), subject to adjustments. To pay for it, it agreed to sell 150,000 shares of 10.000% Series B Redeemable Preferred to EIG-managed funds for $150.0M, with an option for 50,000 more. The preferred ranks ahead of common stock, carries cumulative cash dividends (up to 40% payable in kind through Jan 2019), is redeemable at a premium, and limits the company's debt, asset sales and acquisitions, so it is a heavy claim ahead of common shareholders. This resolves the open question of how the acquisition would be financed. The filing also shows a 90-day window to buy more leases for up to $80M, and a Note Purchase Agreement of 2017-12-08 with U.S. Bank as agent is referenced for 'Notes' (its size is not in the text shown).

asset acquisition disposition

Rosehill said its second-quarter 2017 results should no longer be relied on, because a $6.7M non-cash dividend on the Series A preferred stock tied to the Tema deal was left out. The quarterly loss per common share becomes $1.22 and the six-month result becomes a $0.47 loss per share, with no effect on cash flows or Adjusted EBITDAX. Management called the error a material weakness in internal controls, and a restated 10-Q/A will follow.

financial restatement

On October 24, 2017 Rosehill's operating subsidiary agreed to buy Delaware Basin wells and leases covering about 4,565 net acres from Whitehorse Energy and Siltstone entities for roughly $77.6M cash, with an option to acquire further leases for up to $80M more. A $6M deposit has been paid; closing is targeted for about November 30, 2017, but the company has no firm financing commitment and is weighing preferred equity, debt or both. If it cannot get financing, the sellers keep the deposit. This is a new growth move beyond the Tema assets.

material agreement

The Tema deal closed on April 27, 2017, and KLR Energy Acquisition Corp. is now Rosehill Resources Inc. It paid $35.0M cash and issued 29,807,692 Class B shares (both passed on to Tema), took on $55.0M of Tema debt, put in the remaining IPO cash, and issued 4,000,000 warrants; the same terms as announced. Alongside it, the company signed a Tax Receivable Agreement (90% of tax savings paid to Tema) and an operating-company agreement making Rosehill the managing member and giving Tema a right to redeem its units for Class A shares or cash. This resolves the vote and closing thread; the 75,000 Series A preferred shares, common stock and 5,000,000 warrants from the PIPE were also contributed to the operating company. The filing text was truncated, so details beyond these are not captured.

asset acquisition disposition

KLR Energy filed its definitive proxy statement, first mailed around April 12, 2017, calling a special meeting for April 26, 2017 at 9:00 a.m. Central to vote on the Tema business combination, name change to Rosehill Resources Inc., a staggered board, 60,000,000 more Class A shares, a Long Term Incentive Plan and the Nasdaq issuance. The deal terms match those already announced ($35M cash, 29,807,692 Class B shares, $55M of debt assumed, about 29% of Rosehill Operating's common equity, about 39% if the preferred converts), and public holders can redeem at an estimated $10.42 per share based on December 31, 2016 trust funds of about $85.3 million. This moves the deal from the preliminary proxy to a scheduled vote.

business combination

KLR Energy filed a preliminary proxy statement (subject to completion, meeting date blank) asking stockholders to approve the Tema business combination and related items, including a name change to Rosehill Resources Inc., a classified board, 60,000,000 more authorised Class A shares, a new Class B stock, a Long Term Incentive Plan and Nasdaq issuance approval. It gives more detail on the deal: 29,807,692 Class B shares to Tema, a $75 million PIPE, and a Tax Receivable Agreement paying Tema 90% of certain tax savings. KLRE would own about 29% of Rosehill Operating's common equity, or about 39% if the preferred converts. Public holders can redeem at about $10.42 per share (based on September 30, 2016 trust figures), and the sponsor and insiders agreed to vote in favour. This continues the December agreement toward a vote.

business combination

KLR Energy signed a Business Combination Agreement with Tema Oil and Gas Company: it would acquire roughly 39% of the equity of Rosehill Operating Company, LLC (a Tema subsidiary) for $35 million cash, 4,000,000 warrants, the remaining trust cash and the assumption of $55 million of debt. Tema would get a majority of KLRE's voting shares. This resolves the SPAC's search for a target. Funding is to come from trust cash and a private placement of 8.0% Series A Preferred Stock and warrants, with Anchorage as the primary investor. Rosemore and the sponsor backstop redemptions above 30% with up to $20 million. Closing requires at least $92 million of Available Cash, and the agreement can be terminated if not closed by May 31, 2017. The sponsor's Class F conversion is capped at 4,250,000 Class A shares and its warrants at 7,863,150.

business combination

The company, then named KLR Energy Acquisition Corp. (a blank-check company later renamed Rosehill Resources), closed its IPO of 8,000,000 units at $10.00 each, raising $80,000,000 gross; each unit is one Class A share plus one warrant to buy a share at $11.50. It also sold 8,310,000 private placement warrants at $0.75 ($6,232,500). $80,000,000 went into a trust account, which is returned to public holders if no business combination closes within 18 months of the IPO closing. This follows the March 2016 registration and Nasdaq listing steps.

capital raising announcement

Nasdaq certified Rosehill Resources Inc.'s securities for listing, clearing them to begin trading.

listing compliance notice