1 May 2017director interest notice● Neutral
Harry Quarls became a Rosehill Resources Inc. director and company insider (initial ownership filing).
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
1 May 2017director interest notice● Neutral
Frank Rosenberg became a Rosehill Resources Inc. director and company insider (initial ownership filing).
28 Apr 2017substantial holder notice● Neutral
/ WEISS ASSET MANAGEMENT LP, / BIP GP LLC, / WAM GP LLC, / ANDREW M. WEISS, PH.D. reported no remaining Rosehill Resources Inc. shareholding in its periodic institutional filing.
12 Apr 2017business combination● NeutralMajor
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.
5 Apr 2017business combination● Neutral
KLR Energy presented to investors at the IPAA Oil and Gas Investment Symposium on April 4, 2017 about the Tema deal, and furnished the slides and a transcript. The visible text is legal boilerplate and the exhibit content was truncated, so no new deal terms can be reported from it.
29 Mar 2017business combination● Neutral
KLR Energy furnished an updated March 2017 investor presentation (titled 'Rosehill Resources') on the Tema deal, which it says replaces the earlier January presentation. The visible text is mostly legal disclaimers and says the deal still needs approval from public shareholders; the slide content was truncated, so no new terms or figures can be reported from it.
23 Mar 2017business combination● Neutral
KLR Energy set March 28, 2017 as the record date for the special stockholder meeting on the Tema business combination. Only holders on that date can vote; the meeting date itself has not yet been set. This continues the process that began with the January preliminary proxy.
15 Feb 2017substantial holder notice● Neutral
Boothbay Absolute Return Strategies LP, Boothbay Fund Management, LLC, Ari Glass reported a Rosehill Resources Inc. shareholding of 346,718 shares (4.20% of votes) in a periodic institutional filing.
14 Feb 2017substantial holder notice● Neutral
KLR Energy Sponsor, LLC, KLR Group Investments, LLC, KLR Group Holdings, LLC, Edward Kovalik disclosed a new substantial Rosehill Resources Inc. shareholding (18.10% of votes).
30 Jan 2017director interest notice● Neutral
Rosehill Resources Inc. 10%+ owner Polar Asset Management Partners INC. sold 82,000 shares at $10.40.
18 Jan 2017business combination● NeutralMajor
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.
4 Jan 2017securities registration● Neutral
Rosehill Resources Inc. filed notice of an exempt private placement.
23 Dec 2016business combination● Neutral
KLR Group, LLC emailed a promotional letter to investors about the Tema deal; the 8-K furnishes that letter and a proxy-solicitation notice. The letter, a marketing document and not audited results, says the combined company would be named Rosehill Resources, with a market cap of about $450 million, and expects closing in the first half of 2017. It describes Tema's Delaware Basin assets in Loving County, Texas: 4,771 net acres and September 2016 production of 4,050 Boepd. These are the sender's claims and projections. It adds no new terms to the deal announced December 20.
20 Dec 2016business combination● NeutralMajor
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.
9 Nov 2016quarterly activities report▼ Bad
Rosehill Resources Inc. reported a quarterly net loss of $182 thousand for the period ended 2016-09-30.
9 Aug 2016quarterly activities report▼ Bad
Rosehill Resources Inc. reported a quarterly net loss of $3.0 million for the period ended 2016-06-30.
6 July 2016substantial holder notice● Neutral
/ WEISS ASSET MANAGEMENT LP, / BIP GP LLC, / WAM GP LLC, / ANDREW M. WEISS, PH.D reported a Rosehill Resources Inc. shareholding of 824,000 shares (10.07% of votes) in a periodic institutional filing.
6 July 2016director interest notice● Neutral
Weiss Asset Management LP became a Rosehill Resources Inc. 10%+ owner and company insider (initial ownership filing).
6 July 2016director interest notice● Neutral
Rosehill Resources Inc. 10%+ owner Weiss Asset Management LP sold 10,000 shares at $10.00.
9 May 2016quarterly activities report▼ Bad
Rosehill Resources Inc. reported a quarterly net loss of $123 thousand for the period ended 2016-03-31.
11 Apr 2016substantial holder notice● Neutral
Polar Asset Management Partners Inc disclosed a new substantial Rosehill Resources Inc. shareholding (11.00% of votes).
18 Mar 2016substantial holder notice● Neutral
/ WEISS ASSET MANAGEMENT LP, / BIP GP LLC, / WAM GP LLC, / ANDREW M. WEISS, PH.D disclosed a new substantial Rosehill Resources Inc. shareholding (9.99% of votes).
18 Mar 2016substantial holder notice● Neutral
Boothbay Absolute Return Strategies LP, Boothbay Fund Management, LLC, Ari Glass disclosed a new substantial Rosehill Resources Inc. shareholding (7.20% of votes).
16 Mar 2016capital raising announcement● NeutralMajor
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.
16 Mar 2016substantial holder notice● Neutral
THE K, SHAWN KIMEL, SHAWN KIMEL INVESTMENTS, INC disclosed a new substantial Rosehill Resources Inc. shareholding (6.25% of votes).
11 Mar 2016securities registration● Neutral
Rosehill Resources Inc. filed the final prospectus for a registered offering.
10 Mar 2016director interest notice● Neutral
Gizman I Abbas became a Rosehill Resources Inc. director and company insider (initial ownership filing).
10 Mar 2016director interest notice● Neutral
Charles Oliver Buckner became a Rosehill Resources Inc. director and company insider (initial ownership filing).
9 Mar 2016listing compliance notice▲ GoodMajor
Nasdaq certified Rosehill Resources Inc.'s securities for listing, clearing them to begin trading.
7 Mar 2016securities registration● Neutral
Rosehill Resources Inc. amended a filing by which it registered a securities offering with the SEC.