Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
As previously disclosed, on March 28, 2018, Rosehill Operating Company, LLC
("Rosehill Operating"), Rosehill Resources Inc. (the "Company"), as parent and
JPMorgan Chase Bank, N.A. (as lender, Administrative Agent and Issuing Bank),
and each of the lenders from time to time party thereto (collectively, the "
Lenders ") entered into an Amended and Restated Credit Agreement (the " Credit
Agreement ") under which Rosehill Operating's borrowing base is $340 million as
of March 19, 2020. The Credit Agreement matures on August 31, 2022 and
automatically extends to March 28, 2023 upon the payment in full of the
Company's 10.00% Senior Secured Second Lien Notes due January 31, 2023.
The material terms of the Credit Agreement are described under "Note
10-Long-Term Debt" of the Notes to Consolidated Financial Statements of the
Company, which Note is included in the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2019, filed with the Securities and Exchange
Commission (the "SEC") on November 7, 2019, and which description is
incorporated by reference herein. As of March 13, 2020, the Company had $266
million outstanding under the Credit Agreement and had $74 million available for
borrowing.
On March 19, 2020, the Company announced that it had fully drawn the available
capacity under the Credit Agreement as a precautionary measure in order to
increase its cash position and preserve financial flexibility in light of
current uncertainty in the global markets and commodity prices. The terms of
repayment of the borrowings is set forth in the Credit Agreement as more fully
described above.
Item 7.01. Regulation FD Disclosure
On March 19, 2020, the Company issued a press release announcing that it
withdrew its previously announced full-year 2020 guidance in light of the
ongoing impact of current uncertainty in the global markets and commodity
prices. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
The information contained under Item 7.01 of this Current Report on Form 8-K
(including Exhibit 99.1) is being furnished and shall not be deemed to be
"filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act or the Exchange Act, except as
shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
99.1 Press Release dated March 19, 2020, issued by Rosehill
Resources, Inc.--------------------------------------------------------------------------------
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ROSEHILL RESOURCES INC. 
