13 Aug 2020listing compliance notice▼ BadMajor
Rosehill Resources Inc. terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
13 Aug 2020securities registration● Neutral
Rosehill Resources Inc. amended an already-effective registration statement.
3 Aug 2020listing compliance notice● NeutralMajor
Rosehill Resources Inc.'s exchange filed to remove a class of its securities from listing.
28 July 2020listing compliance notice▼ BadMajor
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.
27 July 2020bankruptcy or receivership▼ BadMajor
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.
16 July 2020material agreement▼ Bad
On 2020-07-15 Rosehill and the required creditors amended the June 30 restructuring agreement, pushing the deadline to start soliciting votes on the prepackaged plan to 2020-07-20 and the Chapter 11 filing deadline to 2020-07-22. Only the timetable changed in the filing; the plan terms are not stated as altered.
1 July 2020material agreement▼ BadMajor
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.
30 June 2020late filing notice▼ Bad
Rosehill Resources Inc. notified the SEC that its quarterly report would be filed late.
15 June 2020material agreement▼ Bad
On 2020-06-12 the lenders extended the forbearance milestone a third time: agreement in principle on a restructuring term sheet is now due by 2020-06-24, the same date as the restructuring support agreement deadline. Swap proceeds must still repay credit facility borrowings. No term sheet is reported as agreed yet.
12 June 2020director interest notice● Neutral
Rosehill Resources Inc. officer David Mora had 12,175 shares withheld for taxes on vesting stock.
8 June 2020material agreement▼ Bad
On 2020-06-05 the lenders again extended the forbearance milestones: the restructuring term sheet is now due by 2020-06-12 and the restructuring support agreement by 2020-06-24. Swap proceeds must still be used to repay credit facility borrowings. The restructuring talks are still unresolved.
1 June 2020director interest notice● Neutral
Rosehill Resources Inc. officer Jennifer Lynn Johnson had 3,652 shares withheld for taxes on vesting stock.
1 June 2020material agreement▼ Bad
On 2020-05-29 the lenders extended the deadline to enter a restructuring term sheet under the May 4 forbearance agreement by seven days, from 2020-05-29 to 2020-06-05. As a condition, all swap settlement payments and net cash proceeds must go to repaying credit facility borrowings. The filing does not say whether talks are progressing.
5 May 2020material agreement▼ BadMajor
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.
27 Apr 2020director interest notice● Neutral
Rosehill Resources Inc. Chief Financial Officer Robert Craig Owen had 23,758 shares withheld for taxes on vesting stock.
16 Apr 2020director interest notice● Neutral
Rosehill Resources Inc. officer David L. French had 27,675 shares withheld for taxes on vesting stock.
14 Apr 2020quarterly activities report▼ Bad
Rosehill Resources Inc. reported quarterly revenue of $60.2 million and a net loss of $140.3 million for the period ended 2020-03-31.
30 Mar 2020late filing notice▼ Bad
Rosehill Resources Inc. notified the SEC that its annual report would be filed late.
25 Mar 2020listing compliance notice▼ BadMajor
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.
19 Mar 2020debt financing▼ BadMajor
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.
13 Feb 2020substantial holder notice● Neutral
THE K, SHAWN KIMEL INVESTMENTS, INC reported a Rosehill Resources Inc. shareholding of 1,842,200 shares (6.06% of votes) in a periodic institutional filing.
31 Jan 2020substantial holder notice● Neutral
CALM WATERS PARTNERSHIP reported a Rosehill Resources Inc. shareholding of 930,642 shares (6.40% of votes) in a periodic institutional filing.
3 Jan 2020substantial holder notice● Neutral
Rosemore, Inc, Tema Oil and Gas Company, Rosemore Holdings, Inc disclosed a new substantial Rosehill Resources Inc. shareholding (71.50% of votes).
7 Nov 2019quarterly activities report● Neutral
Rosehill Resources Inc. reported quarterly revenue of $76.3 million and net income of $28.9 million for the period ended 2019-09-30.
7 Nov 2019quarterly activities report● Neutral
Rosehill Resources Inc. reported quarterly revenue of $76.3 million and net income of $28.9 million for the period ended 2019-09-30.
8 Aug 2019quarterly activities report● Neutral
Rosehill Resources Inc. reported quarterly revenue of $69.4 million and net income of $19.1 million for the period ended 2019-06-30.
8 Aug 2019quarterly activities report● Neutral
Rosehill Resources Inc. reported quarterly revenue of $69.4 million and net income of $19.1 million for the period ended 2019-06-30.
15 May 2019quarterly activities report▼ Bad
Rosehill Resources Inc. reported quarterly revenue of $71.9 million and a net loss of $30.2 million for the period ended 2019-03-31.
15 May 2019quarterly activities report▼ Bad
Rosehill Resources Inc. reported quarterly revenue of $71.9 million and a net loss of $30.2 million for the period ended 2019-03-31.
14 May 2019substantial holder notice● Neutral
THE K, SHAWN KIMEL INVESTMENTS, INC reported a Rosehill Resources Inc. shareholding of 2,018,610 shares (12.53% of votes) in a periodic institutional filing.