Item 1.01 Entry into a Material Definitive Agreement
On June 5, 2020, Rosehill Resources Inc. (the "Company") and Rosehill Operating
Company, LLC ("Rosehill Operating"), its direct subsidiary, entered into a
letter agreement (the "Second Forbearance Extension") with (i) certain Lenders,
constituting not less than the Required Lenders under the Amended and Restated
Credit Agreement, dated as of March 28, 2018 (as amended, restated, supplemented
or otherwise modified prior to the date hereof, the "Credit Agreement"), among
the Company, Rosehill Operating and JPMorgan Chase Bank, N.A., as issuing bank
and administrative agent (in such capacity "JP Morgan") and the Lenders from
time to time party thereto, and (ii) JP Morgan (collectively, the "Forbearing
Parties").
Pursuant to the Second Forbearance Extension, the Forbearing Parties have
amended that certain Forbearance Agreement, dated as of May 4, 2020 among the
Forbearing Parties, as previously amended by that certain Letter Agreement dated
May 29, 2020 (the "Forbearance Agreement"), by extending the milestone to enter
into a Restructuring Term Sheet (as defined in the Forbearance Agreement) to be
on or before June 12, 2020. Additionally, the Forbearing Parties amended the
Forbearance Agreement by extending the milestone to enter into a restructuring
support agreement (or "RSA," as defined in the Forbearance Agreement) to be on
or before June 24, 2020. As a condition to the Second Forbearance Extension, the
Company and Rosehill Operating have agreed that all settlement payments and
other net cash proceeds received in respect of any swap agreement shall be
applied to the prepayment of Borrowings (as defined in the Credit Agreement)
then outstanding under the Credit Agreement.
The above descriptions of the terms of the Second Forbearance Extension do not
purport to be complete and are qualified in their entirety by the full text of
the Second Forbearance Extension, which is attached as an exhibit hereto and
incorporated herein by reference. Capitalized terms used but not defined herein
have the meaning set forth in the Forbearance Agreement.
Forward-Looking Statements
This Current Report on Form 8-K includes certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, including
statements relating to the entry into a Restructuring Term Sheet. Such
statements are subject to risks and uncertainties that could cause results to
differ materially from the Company's expectations, including the risk factors
described in the Company's Annual Report on Form 10-K for the year ended
December 31, 2019. While the Company makes these statements in good faith,
neither the Company nor its management can guarantee that anticipated future
results will be achieved. The Company assumes no obligation to publicly update
or revise any forward-looking statements made herein or any other
forward-looking statements made by the Company, whether as a result of new
information, future events, or otherwise, except as required by law.
Exhibit No. Description
Letter Agreement, dated June 5, 2020, among the Company,
10.1 Rosehill Operating, the financial institutions party
thereto as Lenders and constituting not less than the
Required Lenders and JP Morgan.
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