Item 1.01 Entry into a Material Definitive Agreement
On May 29, 2020, Rosehill Resources Inc. (the "Company") and Rosehill Operating
Company, LLC ("Rosehill Operating"), its direct subsidiary, entered into a
letter agreement (the "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 Forbearance Extension, the Forbearing Parties have amended that
certain Forbearance Agreement, dated as of May 4, 2020 among the Forbearing
Parties (the "Forbearance Agreement") by extending the milestone to enter into a
Restructuring Term Sheet (as defined in the Forbearance Agreement) by a period
of seven days, from May 29, 2020 to June 5, 2020. As a condition to the
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 Forbearance Extension do not purport
to be complete and are qualified in their entirety by the full text of the
Forbearance Extension, which is attached as an exhibit hereto and incorporated
herein by reference. Capitalized terms used by 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 May 29, 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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