ROAN RESOURCES, INC. (Form: 8-K, Received: 06/20/2019 07:34:25)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 19, 2019

Roan Resources, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware	001-32720	83-1984112
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

14701 Hertz Quail Springs Pkwy Oklahoma City, OK		73134
(Address of Principal Executive Offices)		(Zip Code)

(405) 896-8050

Registrant’s Telephone Number, including Area Code

N/A

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, par value $0.001 per share

ROAN

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement

Amendment to the Credit Agreement

On June 19, 2019, Roan Resources, LLC, a wholly owned subsidiary of Roan Resources, Inc. (the “Company”), entered into an amendment to its Credit Agreement dated as of September 5, 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) pursuant to the Fifth Amendment to Credit Agreement (the “Amendment”) by and among Roan Resources, LLC, as Borrower, the Lenders party thereto and Citibank, N.A., as Administrative Agent.

Among other modifications, the Amendment:

(1) reaffirms the borrowing base under the Credit Agreement at $750 million;

(2) temporarily reduces the current ratio for the test period (i) ending June 30, 2019 to 0.85 to 1.00 and (ii) ending September 30, 2019 to 0.80 to 1.00;

(3) increases the rates per annum in the borrowing base utilization grid for LIBOR Loans and ABR Loans by 0.25% over the rates set forth in such borrowing base utilization grid until the current ratio is not less than 1.00 to 1.00;

(4) increases the mortgage coverage requirement from 85% to 95% and allows 30 days after the Amendment closing date to mortgage any additional properties not already mortgaged; and

(5) restricts the Borrower from making certain restricted payments to the Company incidental with any transfer of the Borrower’s oil and gas properties to the Company permitted under the Credit Agreement.

The Amendment and reaffirmation of the borrowing base are both subject to certain conditions precedent which must be satisfied prior to effectiveness. A copy of the Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description of the Amendment is qualified in its entirety by reference thereto.

Item 7.01

Regulation FD Disclosure.

On June 19 , 2019, the Company issued a press release. A copy of the press release is attached hereto as Exhibit 99.1.

The information in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified as being incorporated by reference in the registration statement.

Item 8.01

Other Events

On June 19, 2019, the Company entered into a commitment letter for a $100 million secured term loan facility with affiliates of certain significant shareholders of the Company (the “Committed Financing”). Loans under the Committed Financing are expected to bear interest at a rate equal to the three-month LIBOR rate plus 7.50% and mature 16 months from the closing date. The Company is expected to have the option, subject to lender agreement, to increase the commitments under the term loan facility by $50 million.

The Company expects that the loans under the Committed Financing will be funded at 97.5% of the original principal amount of such loans. The proceeds of those loans are expected to be used (a) to purchase certain assets from Roan Resources, LLC (the “Assets”) or to make contributions to Roan Resources, LLC concurrently with the assignment and distribution of the Assets to the Company, (b) to fund operations of the Company and its subsidiaries, (c) to be transferred to Roan Resources, LLC on terms acceptable to the lenders under the Committed Financing to pay outstanding borrowings under Roan Resources, LLC’s credit facility, and (d) to pay fees and expenses related to the transactions. The Company expects the initial borrowings under the Committed Financing will be subject to customary conditions precedent for transactions of this nature plus the effectiveness of the Amendment.

The Company expects the Committed Financing to contain customary representations, warranties, affirmative and negative covenants, and events of default for transactions of this nature. In addition, the Company expects the Committed Financing to contain customary prepayment provisions; provided that the Company expects the Committed Financing will contain a requirement to pay a prepayment premium equal to the sum of (x) 1.0% of the aggregate amount of any loans prepaid or repaid plus (y) the amount of interest that would have accrued on such loans had they remained outstanding for a minimum of one year.

The Company expects the obligations of the Company under the Committed Financing to be (a) guaranteed by Linn Energy, Inc. and Roan Holdings Holdco, LLC (collectively, the “Guarantors”) and (b) secured by first-priority liens on substantially all of the tangible and intangible assets of the Company and the Guarantors, including the Assets.

In connection with the commitment, the Company expects to enter into a Common Stock Subscription Agreement with the affiliates of certain significant shareholders of the Company, pursuant to which in exchange for the commitment and for $0.001 par value per share of Class A common stock of the Company (the “Common Stock”), the Company expects to issue 1.0% of the outstanding shares of Common Stock, no later than June 26, 2019 (the “Issuance”). The terms of the commitment letter and the Issuance were evaluated and negotiated by an independent committee of the Board of Directors of the Company comprised of board members unaffiliated with the lending parties with the assistance of financial and legal advisors.

Item 9.01.

Financial Statements and Exhibits.

(d)	Exhibits


Exhibit No.		Description

10.1		Amendment No. 5 to Credit Agreement, dated June 19, 2019

99.1		Press release dated June 19, 2019

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	ROAN RESOURCES, INC.

Date: June 20, 2019

	By:	/s/ David Treadwell
	Name:	David Treadwell
	Title:	Vice President, General Counsel and Corporate Secretary

Exhibit 10.1

FIFTH AMENDMENT TO

CREDIT AGREEMENT

This FIFTH AMENDMENT TO CREDIT AGREEMENT (this “ Amendment ”) dated as of June 19, 2019, is by and among Roan Resources LLC, Delaware limited liability company (the “ Borrower ”); Citibank, N.A., as administrative agent for the Lenders (in such capacity, together with its successors, the “ Administrative Agent ”) and the Lenders signatory hereto.

Recitals

WHEREAS, Borrower, Administrative Agent and the Lenders are parties to the Credit Agreement dated as of September 5, 2017 (as amended by the First Amendment to Credit Agreement dated as of April 9, 2018, as amended by the Second Amendment to Credit Agreement dated as of May 30, 2018, as amended by the Third Amendment to Credit Agreement dated as of September 27, 2018, as amended by the Fourth Amendment to Credit Agreement dated as of March 13, 2019, and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), pursuant to which the Lenders have made certain credit available to and on behalf of Borrower.

WHEREAS, Borrower has requested and the Lenders have agreed to amend the Credit Agreement in certain respects as hereinafter provided.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Defined Terms . Each capitalized term which is defined in the Credit Agreement, but which is not defined in this Amendment, shall have the meaning ascribed such term in the Credit Agreement. Unless otherwise indicated, all references to sections and articles in this Amendment refer to sections and articles of the Credit Agreement.

Section 2. Amendments to Credit Agreement .

(a) Section 1.1 of the Credit Agreement is hereby amended

(i) by adding the following defined term in proper alphabetical order:

“Fifth Amendment Effective Date” shall mean June , 2019.

(ii) by adding the following sentence to the end of the definition of Applicable Margin:

“Effective the Fifth Amendment Effective Date and thereafter until the Borrower has delivered an officer’s certificate pursuant to Section 9.1(c) demonstrating a Current Ratio of not less than 1.00 to 1.00, the rates per annum in the above Borrowing Base Utilization Grid for LIBOR Loans and ABR Loans shall each be deemed increased by 0.25% over the rates set forth in such Borrowing Base Utilization Grid.”

(b) Section 1 of the Credit Agreement is hereby amended by adding the following Section 1.10 at the end thereof:

“1.10. Divisions . For all purposes under the Credit Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Stock at such time.”

(i) by replacing “85%” therein with “95%” in the first sentence thereof, and

(ii) by amending and restating the second sentence thereof and replacing it in its entirety as follows:

“In the event that additional Oil and Gas Properties need to be mortgaged in order to satisfy the requirements set forth in the preceding sentence, then the Borrower shall, and shall cause its Credit Parties to, grant, within (i) 60 days after delivery of the applicable Reserve Report or (ii) 30 days after the Fifth Amendment Effective Date, as applicable (in each case, or such longer period as the Administrative Agent may agree in its reasonable discretion), to the Administrative Agent as security for the Obligations a first priority Lien (subject to Liens permitted by Section 10.2 ) on additional Oil and Gas Properties not already subject to a Lien of the Security Documents sufficient to meet such requirement.”

(d) Section 10.11(b) of the Credit Agreement is hereby amended and restated in its entirety to the following:

“ Current Ratio . The Borrower will not permit the Current Ratio for (i) the Test Period ending June 30, 2019 to be less than 0.85 to 1.00, (ii) the Test Period ending September 30, 2019 to be less than 0.80 to 1.00 and (iii) any Test Period ending on the last day of any fiscal quarter ending after September 30, 2019, to be less than 1.00 to 1.00.”

(e) Section 10.12 of the Credit Agreement is hereby amended by adding the following sentence to the end thereof:

“Notwithstanding anything herein to the contrary, to the extent that the Borrower transfers any of its Oil and Gas Properties to Roan Resources, Inc. in accordance with this Agreement, the Borrower shall not make any Restricted Payment to pay any costs or expenses related or incidental to the exploration, development, operation or maintenance of such properties.”

Section 3. Conditions Precedent .

Section 3.1. The Administrative Agent shall have received from the Lenders counterparts (in such number as may be requested by Administrative Agent) of this Amendment signed on behalf of such Persons.

Section 3.2. The Administrative Agent shall have received for the account of each Lender signatory hereto, as upfront fee equal to 10 bps on such Lender’s Commitment.

Section 3.3. The representations and warranties set forth in Section 5.3 of this Amendment shall be true and correct in all material respects.

Section 3.4. The Administrative Agent shall have received for its own account a fee in an amount mutually agreed by the Borrower and the Administrative Agent.

Section 3.5. The Administrative Agent shall have received evidence satisfactory to the Administrative Agent that the Borrower has received a capital contribution of not less than $45,000,000.

Administrative Agent is hereby authorized and directed to declare this Amendment to be effective (and the “ Amendment Effective Date ” shall occur) when it has received documents confirming or certifying, to the satisfaction of Administrative Agent, compliance with the conditions set forth in this Section 3 or the waiver of such conditions as permitted in Section 13.1 of the Credit Agreement. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.

Section 4. Borrowing Base . Effective on the Amendment Effective Date, but subject to satisfaction of the conditions set forth in Section 3 of this Amendment, the Borrowing Base under the Credit Agreement shall be $750,000,000 and such Borrowing Base shall remain in effect until the next determination or adjustment of the Borrowing Base pursuant to the terms of the Credit Agreement. The Borrowing Base established pursuant to this Section 4 is the Borrowing Base for the Scheduled Redetermination in respect of April 1, 2019.

Section 5. Miscellaneous .

Section 5.1. Confirmation . The provisions of the Credit Agreement, as amended and modified by this Amendment, shall remain in full force and effect following the Amendment Effective Date.

Section 5.2. Ratification and Affirmation . The Borrower and each Guarantor hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Credit Document to which it is a party and agrees that each Credit Document to which it is a party remains in full force and effect as expressly amended hereby; and (c) agrees that from and after the Amendment Effective Date each reference to the Credit Agreement in the Guarantee and the other Credit Documents shall be deemed to be a reference to the Credit Agreement, as amended and modified by this Amendment.

Section 5.3. Representations and Warranties . The Borrower hereby represents and warrants to the Lenders that, immediately prior to and after giving effect to this Amendment, (a) no Default or Event of Default has occurred and is continuing; (b) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (c) all representations and warranties made by any Credit Party contained in the Credit Agreement or in the other Credit Documents are true and correct in all material respects (unless such representation or warranty contains a materiality qualifier in which case such representation or warranty shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Amendment Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (unless such representation or warranty contains a materiality qualifier in which case such representation or warranty shall be true and correct in all respects) as of such earlier date).

Section 5.4. Credit Document . This Amendment is a Credit Document and shall be construed, administered and applied in accordance with the terms and provisions of the Credit Agreement. On and after the effectiveness of this Agreement, each reference in each Credit Document to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended or otherwise modified by this Amendment.

Section 5.5. Counterparts . This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, facsimile or other similar electronic means shall be effective as delivery of a manually executed counterpart of this Amendment.

Section 5.6. No Oral Agreement . This Amendment, the Credit Agreement and the other Credit Documents executed in connection herewith and therewith represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or unwritten oral agreements of the parties. There are no subsequent oral agreements between the parties.

Section 5.7. No Waiver . The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under any of the Credit Documents, nor constitute a waiver of any provision of any of the Credit Documents.

Section 5.8. GOVERNING LAW . THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 5.9. Payment of Expenses . In accordance with Section 13.5 of the Credit Agreement, Borrower agrees to pay or reimburse Administrative Agent for all of its reasonable out-of-pocket costs and reasonable expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to Administrative Agent.

Section 5.10. Severability . Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 5.11. Successors and Assigns . This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Section 5.12. WAIVER OF JURY TRIAL . THE BORROWER, THE GUARANTORS, THE ADMINISTRATIVE AGENT, EACH LETTER OF CREDIT ISSUER AND EACH LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AMENDMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

(Signature Pages Follow)

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed effective as of the Amendment Effective Date.


ROAN RESOURCES LLC, as Borrower

By:		/s/ J.A. Mills
Name:		J.A. Mills
Title:		Executive Chairman

Signature Page to Fifth Amendment to Credit Agreement


CITIBANK, NA., as Administrative Agent and Lender

By:		/s/ Eamon Baqui
Name:		Eamon Baqui
Title:		Vice President


ROYAL BANK OF CANADA, as Lender

By:		/s/ Emilee Scott
Name:		Emilee Scott
Title:		Authorized Signatory


PNC BANK, NATIONAL ASSOCIATION, as Lender

By:		/s/ Denise S. Davis
Name:		Denise S. Davis
Title:		Vice President


BARCLAYS BANK PLC, as Lender

By:		/s/ Sydney G. Dennis
Name:		Sydney G. Dennis
Title:		Director


JPMORGAN CHASE BANK, N.A., as Lender

By:		/s/ Anson Williams
Name:		Anson Williams
Title:		Authorized Officer


MORGAN STANLEY BANK, N.A., as Lender

By:		/s/ Megan Kushner
Name:		Megan Kushner
Title:		Authorized Signatory


ABN AMRO CAPITAL USA LLC, as Lender

By:		/s/ Darrell Holley
Name:		Darrell Holley
Title:		Managing Director

By:		/s/ Beth Johnson
Name:		Beth Johnson
Title:		Executive Director


CAPITAL ONE, NATIONAL ASSOCIATION, as Lender

By:		/s/ Scott Arndt
Name:		Scott Arndt
Title:		Managing Director


CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH as Lender

By:		/s/ Trudy Nelson
Name:		Trudy Nelson
Title:		Authorized Signatory

By:		/s/ Scott W. Danvers
Name:		Scott W. Danvers
Title:		Authorized Signatory


FIFTH THIRD BANK, as Lender

By:		/s/ Justin Bellamy
Name:		Justin Bellamy
Title:		Director


SOCIÉTÉ GÉNÉRALE, as Lender

By:		/s/ Max Sonnonstine
Name:		Max Sonnonstine
Title:		Director


SUNTRUST BANK,
as Lender

By:		/s/ Benjamin L. Brown
Name:		Benjamin L. Brown
Title:		Director


GOLDMAN SACHS BANK USA, as Lender

By:		/s/ Nadia Garcia
Name:		Nadia Garcia
Title:		Authorized Signatory


CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Lender

By:		/s/ Nupur Kumar
Name:		Nupur Kumar
Title:		Authorized Signatory

By:		/s/ Christopher Zybriak
Name:		Christopher Zybriak
Title:		Authorized Signatory


COMERICA BANK,
as Lender

By:		/s/ William B. Robinson
Name:		William B. Robinson
Title:		Senior Vice President


DNB CAPITAL LLC, as Lender

By:		/s/ James Grubb
Name:		James Grubb
Title:		First Vice President

By:		/s/ Scott L. Joyce
Name:		Scott L. Joyce
Title:		Senior Vice President


KEY BANK. N.A.,
as Lender

By:		/s/ David M. Bornstein
Name:		David M. Bornstein
Title:		Senior Vice President


MIDFIRST BANK, as Lender

By:		/s/ Ryan Thompson
Name:		Ryan Thompson
Title:		First Vice President


BMO HARRIS BANK N.A., as Lender

By:		/s/ Patrick Johnston
Name:		Patrick Johnston
Title:		Director

Exhibit 99.1

LOGO

Roan Resources, Inc. Announces Commitments for a $100 Million Term Loan Facility and Reaffirmation of the $750 Million Borrowing Base

OKLAHOMA CITY, June 19, 2019 – Roan Resources, Inc. (NYSE: ROAN) (“Roan” or the “Company”) today announced it has received commitments for a $100 million term loan facility from funds affiliated with certain significant shareholders of the Company that are represented on the board of directors. Borrowings under the term loan facility are expected to bear interest at a rate equal to three-month LIBOR plus 7.50%. In exchange for the commitments, the Company has agreed to issue 1.0% of the outstanding shares of Class A common stock of the Company to the lending parties no later than June 26, 2019. The term loan facility is expected to close before the end of the month.

Separately, the Company completed its June borrowing base redetermination for its revolving credit facility. The Company’s bank group unanimously reaffirmed the current borrowing base of $750 million.

Pro forma for the term loan facility as of June 30th, the Company has approximately $150 million of available liquidity, which is more than ample to fund Roan’s ongoing capital program.

“We are very pleased to announce these two events today,” said Joseph A. Mills, Roan’s Executive Chairman of the Board. “The $100 million term loan facility, which was struck at favorable terms, and the reaffirmation of our borrowing base at $750 million enhances our current liquidity and demonstrates the confidence these two groups have in the asset quality and strategic direction of Roan. We now have ample liquidity to fund our ongoing capital program and remain focused on growing production 20-25% this year while also generating free cash flow by the fourth quarter. The Company also continues to actively evaluate strategic alternatives with Jefferies and Citigroup.”

Additional details regarding the financing described above and related matters can be found in the Form 8-K filed by the Company in conjunction with this press release.

About Roan Resources

Roan is an independent oil and natural gas company headquartered in Oklahoma City, OK focused on the development, exploration and acquisition of unconventional oil and natural gas reserves in the Merge, SCOOP and STACK plays of the Anadarko Basin in Oklahoma. For more information, please visit www.RoanResources.com, where we routinely post announcements, updates, events, investor information, presentations and recent news releases.

Cautionary Statements

This press release includes “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. All statements, other than statements of historical fact, are forward-looking

statements which contain our current expectations about future results. These forward-looking statements are based on certain assumptions and expectations made by the Company, which reflect management’s experience, estimates and perception of historical trends, current conditions and anticipated future developments. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or anticipated in the forward-looking statements. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements found in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K, and any subsequently filed quarterly reports on Form 10-Q or current reports on Form 8-K

We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, or incidental to the development, production, gathering and sale of oil, natural gas and NGLs. These risks include, but are not limited to, commodity price volatility, inflation, lack of availability of drilling and production equipment and services, environmental risks, drilling and other operating risks, regulatory changes, the uncertainty inherent in estimating reserves and in projecting future rates of production, cash flow and access to capital, the timing of development expenditures and the other risks.

Should one or more of the risks or uncertainties described occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

All forward-looking statements, expressed or implied, included in this release are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this release.

Investor Contact:

Alyson Gilbert

Investor Relations Manager

405-896-3767

IR@RoanResources.com