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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 10-K/A
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(Amendment No.1)
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Large Accelerated Filer
¨
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Accelerated Filer
¨
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Non-Accelerated Filer
x
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Smaller Reporting Company
¨
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Emerging Growth Company
¨
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PART II
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PART III
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PART IV
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•
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Roan Inc. or the Company
. Refers to Roan Resources, Inc.
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•
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Roan LLC
. Refers to Roan Resources LLC, our predecessor.
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•
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Citizen
. Refers to Citizen Energy II, LLC, the predecessor of Roan LLC for financial reporting purposes and a party to the Reorganization.
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•
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Old Linn or Linn
. Refers to Linn Energy, Inc. prior to the Riviera Separation and a party to the Contribution and Reorganization.
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•
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New Linn
. Refers to New LINN Inc. (subsequently renamed Linn Energy, Inc.).
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•
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Contribution
. Refers to the contribution agreement completed by Roan LLC, Old Linn and Citizen in August 2017 to contribute certain oil and natural gas assets to Roan LLC.
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•
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Roan Holdings
. Refers to Roan Holdings, LLC.
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•
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Reorganization
. Refers to the reorganization transactions contemplated by the master reorganization agreement, dated September 17, 2018, by and among Linn Energy, Inc., Roan Holdings, LLC, and Roan Resources LLC, pursuant to which New Linn’s and Roan Holdings’ respective 50% equity interest in Roan LLC were moved under Roan Inc.
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•
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Riviera
. Refers to Riviera Resources, Inc.
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Riviera Separation
. Refers to the reorganization transactions pursuant to which Old Linn contributed certain of its assets to Riviera except for its 50% equity interest in Roan LLC, as further described in Reorganization.
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Merge
. Refers to the play located in Canadian, Grady and McClain counties in the Anadarko Basin of Oklahoma.
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Name
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Age
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Position
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Joseph A. Mills
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59
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Executive Chairman
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Joel L. Pettit
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63
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Executive Vice President - Operations and Marketing
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Greg T. Condray
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50
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Executive Vice President - Geoscience and Business Development
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David M. Edwards
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37
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Chief Financial Officer
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Amber N. Bonney
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45
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Vice President and Chief Accounting Officer
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David C. Treadwell
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42
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Vice President, General Counsel and Corporate Secretary
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Matthew Bonanno
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40
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Director
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Evan Lederman
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39
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Director
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John V. Lovoi
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58
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Director
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Paul B. Loyd, Jr
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72
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Director
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Michael P. Raleigh
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62
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Director
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Andrew Taylor
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41
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Director
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Anthony Tripodo
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66
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Director
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Name
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Title
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Tony C. Maranto
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President and Chief Executive Officer (1)
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David M. Edwards
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Chief Financial Officer (2)
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Greg T. Condray
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Executive Vice President - Geoscience and Business Development
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Joel L. Pettit
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Executive Vice President - Operations and Marketing
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Amber N. Bonney
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Vice President and Chief Accounting Officer (3)
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(1)
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Mr. Maranto resigned as President and Chief Executive Officer on April 12, 2019.
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(2)
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Mr. Edwards became our Chief Financial Officer on June 18, 2018.
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(3)
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Ms. Bonney became our Chief Accounting Officer on February 26, 2018; however, she was serving in such capacity through a third party service provider beginning January 25, 2018. On February 9, 2019, Ms. Bonney was appointed as Vice President.
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Name
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Base Salary
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Tony C. Maranto
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$
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525,000
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David M. Edwards
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$
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375,000
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Greg T. Condray
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$
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400,000
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Joel L. Pettit
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$
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350,000
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Amber N. Bonney
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$
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248,400
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Name
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2018 Annual Bonus
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Tony C. Maranto
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$
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—
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David M. Edwards
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$
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130,000
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Greg T. Condray
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$
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140,000
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Joel L. Pettit
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$
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130,000
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Amber N. Bonney
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$
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155,000
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Company Equity Value
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Percentage of Target Performance Share Units Earned
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Below
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$
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3,000,000,000
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—
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%
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Below Threshold
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$
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3,000,000,000
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25
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%
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$
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3,500,000,000
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50
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%
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$
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4,000,000,000
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75
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%
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$
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4,500,000,000
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100
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%
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Target
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$
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5,000,000,000
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125
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%
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$
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5,500,000,000
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150
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%
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$
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6,000,000,000
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200
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%
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Maximum
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Name
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2018 Base Salary
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2019 Base Salary
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Tony C. Maranto
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$
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525,000
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$
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525,000
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David M. Edwards
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$
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375,000
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$
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410,000
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Greg T. Condray
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$
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400,000
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$
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410,000
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Joel L. Pettit
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$
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350,000
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$
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380,000
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Amber N. Bonney
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$
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248,400
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$
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270,000
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Name and Principal Position
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Year
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Salary ($)(1)
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Bonus ($)(2)
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Unit Awards ($)(4)
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All Other Compensation ($)(5)
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Total
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Tony C. Maranto
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2018
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$
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525,000
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$
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—
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$
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—
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$
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31,708
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$
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556,708
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President and Chief Executive Officer
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2017
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$
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90,865
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$
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—
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$
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10,575,000
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$
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—
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$
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10,665,865
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David M. Edwards
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2018
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$
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180,289
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$
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130,000
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$
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2,565,000
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$
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19,807
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$
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2,895,096
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Chief Financial Officer
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Greg T. Condray
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2018
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$
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400,000
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$
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140,000
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$
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—
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$
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29,400
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$
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569,400
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Executive Vice President - Geoscience and Business Development
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2017
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$
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53,846
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$
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250,000
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(3
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)
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$
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3,102,000
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$
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—
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$
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3,405,846
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Joel L. Pettit
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2018
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$
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350,000
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$
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130,000
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$
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—
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$
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57,963
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$
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537,963
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Executive Vice President - Operations and Marketing
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2017
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$
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53,846
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$
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—
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$
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2,820,000
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$
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—
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$
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2,873,846
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Amber N. Bonney
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2018
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$
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240,888
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$
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155,000
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$
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615,000
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$
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22,815
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$
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1,033,703
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Vice President and Chief Accounting Officer
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(1)
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The amounts in this column represent only the portion of the 2018 Fiscal Year in which each Named Executive Officer was employed with Roan LLC. Mr. Edwards’s employment with Roan LLC commenced June 18, 2018; and Ms. Bonney’s employment with Roan LLC commenced January 25, 2018. Amounts in this column for the 2018 Fiscal Year for Ms. Bonney also include the amount of fees we paid for services Ms. Bonney provided to us through a third party service provider during January and February 2018 prior to the commencement of her employment with us on February 26, 2018.
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(2)
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The amounts in this column for 2018 represent discretionary annual bonuses paid to our Named Executive Officers in February 2019 for services provided during the 2018 Fiscal Year.
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(3)
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In connection with his appointment as Executive Vice President - Geoscience and Business Development, Mr. Condray received a one-time signing bonus of $250,000.
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(4)
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The amounts in this column represent the aggregate grant date fair value of the PSU awards granted to each of our Named Executive Officers, calculated in accordance with FASB ASC Topic 718, disregarding estimated forfeitures. For additional information regarding the assumptions underlying this calculation, please see Note 11 to the historical financial statements included in our 2018 Form 10-K, entitled “Equity Compensation”. Please see the section above entitled “Performance Share Unit Awards” and the “Grants of Plan-Based Awards Table” below for additional information regarding these awards.
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(5)
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Amounts in this column reflect our employer match of 401(k) plan contributions in the 2018 Fiscal Year for each Named Executive Officer. Additionally, for Mr. Pettit, the amount in this column also reflects $34,420 of reimbursements for relocation expenses provided to him in accordance with our relocation reimbursement policy.
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Estimated Future Payouts Under Equity Incentive Plan Awards (1)
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Grant Date Fair Value of Unit Awards ($)(2)
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Name
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Grant date
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Threshold (#)
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Target (#)
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Maximum (#)
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Tony C. Maranto
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—
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—
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—
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—
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$
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—
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David M. Edwards
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6/18/2018
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18,750
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75,000
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150,000
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$
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2,565,000
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Greg T. Condray
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—
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—
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—
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—
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$
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—
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Joel L. Pettit
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—
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—
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—
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—
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$
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—
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Amber N. Bonney
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2/26/2018
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3,750
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15,000
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30,000
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$
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615,000
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(1)
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Amounts in these columns represent the number of PSU awards granted in 2018 that would vest upon the achievement of a threshold, target, or maximum level of performance, as adjusted to reflect the Reorganization. The actual number of PSU awards that will vest will not be determinable until the close of the performance period on December 31, 2020 and will depend on the Company’s equity value at such time.
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(2)
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Amounts in this column represent the grant date fair value of PSU awards granted to our Named Executive Officers in 2018 computed in accordance with FASB ASC 718. For additional information regarding the assumptions underlying this calculation, please see Note 11 to the historical financial statements, entitled “Equity Compensation,” which is included in our 2018 Form 10-K. Please see the section above entitled “Long-Term Incentive Compensation” for additional information regarding these awards.
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Name
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Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1)(2)
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Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)
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Tony C. Maranto (4)
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93,750
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$
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785,625
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David M. Edwards
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18,750
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$
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157,125
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Greg T. Condray
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27,500
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$
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230,450
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Joel L. Pettit
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25,000
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$
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209,500
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Amber N. Bonney
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3,750
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$
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31,425
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(1)
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Each Named Executive Officer’s outstanding PSU awards will become earned over the performance period ending December 31, 2020 depending on the level of achievement of the applicable performance conditions and so long as such Named Executive Officer remains continuously employed with Roan LLC through such date. The number of units reported in this column assumes that the equity value of Roan LLC for the performance period is achieved at the threshold level, which may not be representative of the actual payouts that will occur upon the settlement of the PSU awards, as such actual payouts may be significantly more or less.
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(2)
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To the extent earned, each performance share unit subject to a PSU award represents the right to receive one share of Class A common stock upon vesting. As described above, in connection with our Reorganization, the PSU awards have been adjusted to reflect our Reorganization, including to convert the Roan LLC units subject to the outstanding PSU awards to shares of Class A common stock.
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(3)
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Amounts in this column reflect the market value of the shares of Class A common stock subject to the PSU awards, calculated by multiplying the number of shares reported by $8.38, the closing price of our Class A common shares on December 31, 2018.
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(4)
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Upon his resignation, Mr. Maranto forfeited his outstanding PSUs.
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•
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“cause” generally means (a) a material breach by such Named Executive Officer of the employment agreement or any other agreement with Roan LLC, (b) the commission of gross negligence, willful misconduct, breach of fiduciary duty, fraud, theft or embezzlement by such Named Executive Officer, (c) the commission by, conviction or indictment of or plea of nolo contendere by such Named Executive Officer to any felony (or state law equivalent) or any crime involving moral turpitude or (d) such Named Executive Officer’s willful failure or refusal to perform his obligations or to follow lawful directives from the board of directors; and
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•
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“good reason” generally means any of the following without such Named Executive Officer’s consent: (a) a material diminution in base salary, titles or duties, (b) a material breach by Roan LLC of the employment agreement or any other agreement with such Named Executive Officer or (c) a geographic relocation of such Named Executive Officer’s principal place of employment by more than 50 miles.
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•
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a “change in the ownership of the company,” which would occur on the date that any one person, or more than one person acting as a group, acquires ownership of securities in us that, together with securities held by such person or group, constitutes more than 50% of the total fair market value or total voting power of our securities;
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•
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a “change in the effective control of the company,” which would occur on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition) ownership of our securities possessing 30% or more of the total voting power of our securities; or
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•
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a “change in the ownership of a substantial portion of our assets,” which would occur on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition) assets that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of our assets immediately prior to such acquisition.
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•
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acquisition by any person or group of beneficial ownership of 50% or more of the outstanding shares of Class A common stock or the combined voting power of the outstanding voting securities of Roan Inc.;
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•
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the incumbent directors cease to constitute at least a majority of the board of directors;
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•
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consummation of a business combination unless following such business combination (a) the outstanding Class A common stock or voting securities of Roan Inc. immediately prior to such business combination represent more than 50% of the equity interests or voting power of the entity resulting from the business combination, (b) no person or group beneficially owns 50% or more of the outstanding equity interests or voting power of the entity resulting from the business combination unless such ownership results solely from ownership prior to the business combination, and (c) a majority of the board of directors of the entity resulting from such business combination were incumbent directors prior to the business combination; or
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•
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complete liquidation or dissolution of Roan Inc.
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Executive
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Termination of Employment by Roan LLC Without Cause or by Executive for Good Reason ($)
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Termination of Employment due to Death or Disability ($)
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Termination of Employment by Roan LLC Without Cause or by Executive for Good Reason following Change in Control ($) (2)
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Termination of Employment by Roan LLC for Cause, by Notice of Non-Renewal, or by Executive Without Good Reason ($)
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Tony C. Maranto
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Cash Severance
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$
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1,050,000
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$
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—
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$
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1,050,000
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$
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—
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|||
Accelerated Equity
|
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$
|
—
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(1
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)
|
$
|
—
|
|
(1
|
)
|
$
|
—
|
|
(1
|
)
|
$
|
—
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Total
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$
|
1,050,000
|
|
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$
|
—
|
|
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$
|
1,050,000
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|
|
$
|
—
|
|
|||
David M. Edwards
|
|
|
|
|
|
|
|
|
|||||||||||
Cash Severance
|
|
$
|
750,000
|
|
|
$
|
—
|
|
|
$
|
750,000
|
|
|
$
|
—
|
|
|||
Accelerated Equity
|
|
$
|
—
|
|
(1
|
)
|
$
|
—
|
|
(1
|
)
|
$
|
—
|
|
(1
|
)
|
$
|
—
|
|
Total
|
|
$
|
750,000
|
|
|
$
|
—
|
|
|
$
|
750,000
|
|
|
$
|
—
|
|
|||
Greg T. Condray
|
|
|
|
|
|
|
|
|
|||||||||||
Cash Severance
|
|
$
|
800,000
|
|
|
$
|
—
|
|
|
$
|
800,000
|
|
|
$
|
—
|
|
|||
Accelerated Equity
|
|
$
|
—
|
|
(1
|
)
|
$
|
—
|
|
(1
|
)
|
$
|
—
|
|
(1
|
)
|
$
|
—
|
|
Total
|
|
$
|
800,000
|
|
|
$
|
—
|
|
|
$
|
800,000
|
|
|
$
|
—
|
|
|||
Joel L. Pettit
|
|
|
|
|
|
|
|
|
|||||||||||
Cash Severance
|
|
$
|
700,000
|
|
|
$
|
—
|
|
|
$
|
700,000
|
|
|
$
|
—
|
|
|||
Accelerated Equity
|
|
$
|
—
|
|
(1
|
)
|
$
|
—
|
|
(1
|
)
|
$
|
—
|
|
(1
|
)
|
$
|
—
|
|
Total
|
|
$
|
700,000
|
|
|
$
|
—
|
|
|
$
|
700,000
|
|
|
$
|
—
|
|
|||
Amber N. Bonney
|
|
|
|
|
|
|
|
|
|||||||||||
Cash Severance
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|||
Accelerated Equity
|
|
$
|
—
|
|
(1
|
)
|
$
|
—
|
|
(1
|
)
|
$
|
—
|
|
(1
|
)
|
$
|
—
|
|
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Because the value of the PSU awards received under the applicable acceleration scenarios described under “Performance Share Unit Awards” above is based on actual performance through the date specified under “Performance Share Unit Awards” above, no value is reported for the PSU awards, as performance through the date used for purposes of these calculations was below threshold.
|
(2)
|
A termination in connection with a change in control must occur within 12 months of the change in control.
|
Executive
|
|
Termination of Employment by Roan LLC Without Cause or by Executive for Good Reason ($)
|
|
Termination of Employment due to Death or Disability ($)
|
|
Termination of Employment by Roan LLC Without Cause or by Executive for Good Reason following Change in Control ($) (2)
|
|
Termination of Employment by Roan LLC for Cause, by Notice of Non-Renewal, or by Executive Without Good Reason ($)
|
|||||||||||
Amber N. Bonney
|
|
|
|
|
|
|
|
|
|||||||||||
Cash Severance
|
|
$
|
540,000
|
|
|
$
|
—
|
|
|
$
|
540,000
|
|
|
$
|
—
|
|
|||
Accelerated Equity
|
|
$
|
—
|
|
(1
|
)
|
$
|
—
|
|
(1
|
)
|
$
|
—
|
|
(1
|
)
|
$
|
—
|
|
Total
|
|
$
|
540,000
|
|
|
$
|
—
|
|
|
$
|
540,000
|
|
|
$
|
—
|
|
(1)
|
Because the value of the PSU awards received under the applicable acceleration scenarios described under “Performance Share Unit Awards” above is based on actual performance through the date specified under “Performance Share Unit Awards” above, no value is reported for the PSU awards, as performance through the date used for purposes of these calculations was below threshold.
|
(2)
|
A termination in connection with a change in control must occur within 12 months of the change in control.
|
•
|
The median of the annual total compensation of all employees of our Company (other than the CEO) was $116,400; and
|
•
|
The annual total compensation of our CEO, as reported in the Summary Compensation Table included elsewhere within this Form 10-K/A, was $556,708.
|
•
|
Based on this information, for 2018 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was reasonably estimated to be 5 to 1.
|
•
|
We determined that, as of December 31, 2018, our employee population consisted of approximately 179 full-time individuals with all of these individuals located in the United States (as reported in Item 1, Business, in our 2018 Form 10-K filed with the SEC on April 1, 2019).
|
•
|
We used a consistently applied compensation measure to identify our median employee of comparing the amount of salary or wages by annualizing all new hire to reflect a true calendar year of earnings. We identified our median employee by consistently applying this compensation measure to all of our employees included in our analysis. Since all of our employees, including our CEO, are located in the United States, we did not make any cost of living adjustments in identifying the median employee.
|
•
|
After we identified our median employee, we combined all of the elements of such employee’s annualized compensation for the 2018 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $116,400. The difference between such employee’s salary, wages and overtime pay and the employee’s annual total compensation represents the estimated annualized 401(k) contributions in the amount of $13,417 that we estimated would have been made on the employee’s behalf to our 401(k) plan for the 2018 year.
|
•
|
With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2018 Summary Compensation Table included in this Form 10-K/A.
|
|
|
•
|
$80,000 annual base retainer;
|
•
|
$25,000 supplemental annual retainer for the Lead Independent Director;
|
•
|
$20,000 supplemental annual retainer for the chair of the Audit Committee; and
|
•
|
$10,000 supplemental annual retainer for the members of the Audit Committee and Nominating & Governance Committee.
|
Name
|
|
Fees Earned or Paid in Cash ($)
|
|
Stock Awards ($)(1)
|
|
Total ($)
|
||||||
Anthony Tripodo
|
|
$
|
36,318
|
|
|
$
|
100,005
|
|
|
$
|
136,323
|
|
Joseph A. Mills
|
|
$
|
15,489
|
|
|
$
|
100,005
|
|
|
$
|
115,494
|
|
(1)
|
The amounts in this column represent the aggregate grant date fair value of the RSUs granted to Messrs. Tripodo and Mills, calculated in accordance with FASB ASC Topic 718, disregarding estimated forfeitures.
|
•
|
each person we know to be the beneficial owner of more than five percent of our outstanding shares of Class A common stock;
|
•
|
each of our Named Executive Officers;
|
•
|
each of our directors, including nominees; and
|
•
|
all current directors and executive officers as a group.
|
|
|
Beneficial Ownership (1)
|
||||
Name and Address of Beneficial Owners (2)
|
|
Shares
|
|
Percentage (3)
|
||
Roan Holdings (4)
|
|
76,269,766
|
|
|
50.0
|
%
|
Elliott funds (5)
|
|
15,794,132
|
|
|
10.4
|
%
|
Fir Tree funds (6)
|
|
14,712,070
|
|
|
9.6
|
%
|
York Capital funds (7)
|
|
9,065,705
|
|
|
5.9
|
%
|
Tony C. Maranto
|
|
20,000
|
|
|
*
|
|
Joel L. Pettit
|
|
—
|
|
|
—
|
%
|
Greg T. Condray
|
|
—
|
|
|
—
|
%
|
Matthew Bonanno
|
|
—
|
|
|
—
|
%
|
Evan Lederman
|
|
—
|
|
|
—
|
%
|
John V. Lovoi (4)(8)
|
|
77,604,936
|
|
|
50.9
|
%
|
Paul B. Loyd, Jr (4)
|
|
76,269,766
|
|
|
50.0
|
%
|
Michael P. Raleigh (4)
|
|
76,269,766
|
|
|
50.0
|
%
|
Andrew Taylor
|
|
—
|
|
|
—
|
%
|
Anthony Tripodo (9)
|
|
—
|
|
|
—
|
%
|
Joseph A. Mills (9)
|
|
—
|
|
|
—
|
%
|
Amber N. Bonney
|
|
—
|
|
|
—
|
%
|
David M. Edwards
|
|
—
|
|
|
—
|
%
|
Directors and Executive Officers as a Group (13 Persons)
|
|
77,604,936
|
|
|
50.9
|
%
|
*
|
Less than 1%
|
(2)
|
Unless otherwise indicated, the address of each beneficial owner is c/o Roan Resources, Inc., 14701 Hertz Quail Springs Pkwy, Oklahoma City, Oklahoma 73134.
|
(3)
|
Based on total shares outstanding of 152,539,532 as of April 29, 2019.
|
(4)
|
JVL Advisors, LLC (“JVL”), indirectly through its investment management arrangements with Asklepios Energy Fund, LP, Hephaestus Energy Fund, LP, Luxiver WI, LP, LVPU, LP, Midenergy Partners II, LP, Navitas Fund, LP, Blackbird 1846 Energy Fund, L.P., Children’s Energy Fund, LP, SPQR Energy, LP and Panakeia Energy Fund, LP (collectively, the “JVL Funds”), beneficially owns an approximate 73.611% interest in Roan Holdings and has the contractual right to nominate a majority of the members of the board of managers of Roan Holdings, which board of managers exercises voting and dispositive power over all securities held by Roan Holdings. The board of managers of Roan Holdings consists of four managers, of which JVL has nominated three, Paul B. Loyd, Jr., Michael P. Raleigh and Kelly Loyd. JVL may be deemed to beneficially own all of the reported securities held by Roan Holdings. Each of the JVL Funds is controlled indirectly by John V. Lovoi. Mr. Lovoi is the sole member of, and exercises investment management control over, JVL. Messrs. Lovoi, Paul Loyd, Raleigh, Kelly Loyd, JVL and the JVL Funds may be deemed to share dispositive power over the securities held by Roan Holdings; thus, they may also be deemed to be the beneficial owners of these securities. Each of Messrs. Lovoi, Paul Loyd, Raleigh, Kelly Loyd, JVL and the JVL Funds disclaims beneficial ownership of the reported securities in excess of such entity’s or person’s respective pecuniary interest therein. The address for JVL, the JVL Funds and Messrs. Lovoi, Paul Loyd, Raleigh and Kelly Loyd is 10000 Memorial Dr., Suite 550, Houston, Texas 77024.
|
(5)
|
Consists of (i) 26,5131 shares owned by Elliott Associates, L.P. (“Elliott Associates”), (ii) 5,027,6601 shares owned by The Liverpool Limited Partnership (“Liverpool”) and (iii) 10,739,9591 shares owned by Spraberry Investments Inc. (“Spraberry,” and collectively with Elliott Associates and Liverpool, the “Elliott funds”). The sole limited partner of Liverpool is Elliott Associates. Spraberry is an indirect subsidiary of Elliott International, L.P. (“Elliott LP”). Elliott International Capital Advisors Inc. is the investment manager of Elliott LP (“Elliott IM”) and is regulated by the SEC as an investment advisor. Elliott IM has voting and investment power with respect to the shares held by Spraberry and may be deemed to be the beneficial owner thereof. Each of Elliott Advisors GP LLC, Elliott Capital Advisors, L.P. and Elliott Special GP, LLC, is a general partner of Elliott Associates and is regulated by the SEC as an investment advisor. Each of Elliott Advisors GP LLC, Elliott Capital Advisors, L.P. and Elliott Special GP, LLC has voting and investment power with respect to the shares held by Elliott Associates and may be deemed to be the beneficial owner thereof. There is no single beneficial limited partner of Elliott Associates holding limited partnership interests equal to 10% or more of its total capital. Andrew Taylor, a member of the investment team of Elliott Management Corporation, an affiliate of the Elliott funds, serves on the board of directors of the Company. The address of each of the foregoing entities and Mr. Taylor is c/o Elliott Management Corporation, 40 West 57th Street, New York, New York 10019.
|
(6)
|
Consists of (i) 548,5581 shares owned by Fir Tree Capital Opportunity Master Fund III, L.P., (ii) 1,785,4441 shares owned by Fir Tree Capital Opportunity Master Fund, L.P., (iii) 9,968,9201 shares owned by Fir Tree E&P Holdings VI, LLC, (iv) 1,150,5891 shares owned by FT SOF IV Holdings, LLC, (v) 1,217,2751 shares owned by FT SOF V Holdings, LLC and (vi) 41,2841 shares owned by FT COF(E) Holdings, LLC (collectively, the “Fir Tree funds”). Fir Tree Capital Management LP (“FTCM”) (f/k/a Fir Tree Inc.) is the investment manager for the Fir Tree funds. Jeffrey Tannenbaum, David Sultan and Clinton Biondo control FTCM. Each of FTCM, Messrs. Tannenbaum, Sultan and Biondo has voting and investment power with respect to the shares of Class A common stock owned by the Fir Tree funds and may be deemed to be the beneficial owner of such shares. Evan S. Lederman, a partner of FTCM, serves on the board of directors of the Company. Mr. Lederman does not have voting and investment power with respect to the shares of Class A common stock owned by the Fir Tree funds in his capacity as a partner of FTCM. The address of each of the foregoing entities and Messrs. Tannenbaum, Sultan, Biondo and Lederman is c/o Fir Tree Capital Management LP, 55 West 46th Street, 29th Floor, New York, New York 10036.
|
(7)
|
Consists of (i) 1,329,972 shares owned by York, (ii) 3,088,432 shares owned by York Credit Opportunities Investments Master Fund, L.P., (iii)2,424,480 shares owned by York Credit Opportunities Fund, L.P., (iv) 1,850,097 shares owned by York Multi-Strategy Master Fund, L.P., (v) 135,392 shares owned by Exuma Capital, L.P. and (vi) 200,000 shares owned by York Select Strategy Master Fund, L.P. (collectively, the “York Capital funds”). York Capital Management Global Advisors, LLC (“YCMGA”) is the senior managing member of the general partner of each of the York Capital funds. James G. Dinan is the chairman of, and controls, YCMGA. Each of YCMGA and Mr. Dinan has voting and investment power with respect to the shares owned by each of the York Capital funds and may be deemed to be beneficial owners thereof. Each of YCMGA and Mr. Dinan disclaim beneficial ownership of such shares except to the extent of their pecuniary interests therein. Matthew W. Bonanno, a partner of YCMGA, serves on the board of directors of the Company. The address of the York Capital funds, Mr. Dinan and Mr. Bonanno is 767 Fifth Avenue, 17th Floor, New York, New York 10153.
|
(8)
|
Consists of (i) 76,269,766 shares owned by Roan Holdings and (ii) 1,335,170 shares owned by various entities (the “Lovoi Entities”) controlled indirectly by Mr. Lovoi through JVL. Mr. Lovoi is the sole member of, and exercises investment management control over, JVL. Through JVL, Mr. Lovoi exercises voting and dispositive power over all securities held by the Lovoi Entities and may be deemed to be the beneficial owner thereof. Each of Mr. Lovoi, JVL and the Lovoi Entities disclaims beneficial ownership of the reported securities in excess of such entity’s or person’s respective pecuniary interest therein. Please see footnote (2) for additional information regarding the shares owned by Roan Holdings. The address for Mr. Lovoi, JVL and the Lovoi Entities is 10000 Memorial Dr., Suite 550, Houston, Texas 77024.
|
(9)
|
Pursuant to the Stockholders’ Agreement, Messrs. Tripodo and Mills were designated to the board of directors by Roan Holdings.
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|||
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)
|
|
Weighted-average exercise price of outstanding options, warrants and rights (2)
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (3)
|
|||
Equity compensation plans approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
Equity compensation plans not approved by security holders
|
|
2,329,300
|
|
|
—
|
|
|
12,924,654
|
|
Total
|
|
2,329,300
|
|
|
—
|
|
|
12,924,654
|
|
(1)
|
This column reflects the maximum number of Class A common shares subject to PSU awards and the number of Class A common shares subject to RSU awards granted under the Amended and Restated MIP outstanding and unvested as of December 31, 2018. Because the number of units to be issued upon settlement of outstanding PSU awards is subject to performance conditions, the number of units actually issued may be substantially less than the number reflected in this column. No options or warrants have been granted under the Amended and Restated MIP.
|
(2)
|
No options or warrants have been granted under the Amended and Restated MIP, and the RSU and PSU awards reflected in column (a) are not reflected in this column, as they do not have an exercise price.
|
(3)
|
This column reflects the total number of Class A common shares remaining available for issuance under the Amended and Restated MIP as of December 31, 2018.
|
|
|
•
|
a merger agreement with New Linn and Linn Merger Sub #2, LLC (“Linn Merger Sub”), pursuant to which Linn Merger Sub merged with and into New Linn, with New Linn surviving the merger as the Company’s wholly owned direct subsidiary, and the Legacy Linn Stockholders receiving an aggregate of 76,269,766 shares of our Class A common stock as merger consideration (the “Linn Merger”); and
|
•
|
a merger agreement with Roan Holdings, Roan Holdings Holdco LLC, a wholly owned subsidiary of Roan Holdings (“Roan Holdco”), and Linn Merger Sub #3, LLC (“Holdco Merger Sub”), pursuant to which, immediately after the Linn
|
•
|
any person who is, or at any time during the applicable period was, one of our executive officers or one of our directors;
|
•
|
any person who is known by us to be the beneficial owner of more than 5% of our Class A common stock;
|
•
|
any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5% of our Class A common stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of our Class A common stock; and
|
•
|
any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest. Our board of directors adopted a written related party transactions policy. Pursuant to this policy, our audit committee will review all material facts of all future
|
|
|
2018
|
||
|
|
|
||
Audit Fees
|
|
$
|
2,027,256
|
|
Audit-Related Fees
|
|
—
|
|
|
Tax Fees
|
|
68,657
|
|
|
All Other Fees
|
|
—
|
|
|
Total
|
|
$
|
2,095,913
|
|
|
|
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
Exhibit No.
|
|
Description
|
|
Linn Merger Agreement, dated September 24, 2018, by and among Linn Energy, Inc., Roan Resources, Inc. and Linn Merger Sub #2, LLC (incorporated by reference to Exhibit 2.1 to Form 8-K filed on September 24, 2018)
|
|
|
Roan Merger Agreement, dated September 24, 2018, by and among Roan Holdings, LLC, Roan Holdings Holdco, LLC, Roan Resources, Inc. and Linn Merger Sub #3, LLC (incorporated by reference to Exhibit 2.2 to Form 8-K filed on September 24, 2018)
|
|
|
Master Reorganization Agreement, dated September 17, 2018, by and among Linn Energy, Inc., Roan Holdings, LLC, and Roan Resources LLC (incorporated by reference to Exhibit 2.1 to Form 8-K filed by Linn Energy, Inc. on September 21, 2018)
|
|
|
Separation and Distribution Agreement, dated August 7, 2018, by and between Linn Energy, Inc. and Riviera Resources, Inc. (incorporated by reference to Exhibit 2.1 to Form 8-K filed by Linn Energy, Inc. on August 10, 2018)
|
|
|
Agreement and Plan of Merger, dated July 25, 2018, by and among Linn Energy Inc., New LINN Inc. and Linn Merger Sub #1, LLC (incorporated by reference to Exhibit 2.1 to Form 8-K filed by Linn Energy, Inc. on July 26, 2018)
|
|
|
Second Amended and Restated Certificate of Incorporation of Roan Resources, Inc. (incorporated by reference to Exhibit 3.1 to Form 8-K filed on September 27, 2018)
|
|
|
Second Amended and Restated Bylaws of Roan Resources, Inc. (incorporated by reference to Exhibit 3.2 to Form 8-K filed on September 27, 2018)
|
|
|
Registration Rights Agreement, dated September 24, 2018, by and among Roan Resources, Inc. and each of the other parties listed on the signature page thereto (incorporated by reference to Exhibit 4.1 to Form 8-K filed on September 24, 2018)
|
|
|
Stockholders Agreement, dated September 24, 2018, by and among Roan Resources, Inc., the Existing LINN Owners (as defined therein), Roan Holdings, LLC and any other persons signatory thereto from time to time (incorporated by reference to Exhibit 4.2 to Form 8-K filed on September 24, 2018)
|
|
|
Credit Agreement, dated September 5, 2017, by and among Citibank, N.A., as administrative agent for the Lenders (incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 24, 2018)
|
|
|
Amendment No. 1 to Credit Agreement, dated April 9, 2018 (incorporated by reference to Exhibit 10.2 to Form 8-K filed on September 24, 2018)
|
|
|
Amendment No. 2 to Credit Agreement, dated May 30, 2018 (incorporated by reference to Exhibit 10.3 to Form 8-K filed on September 24, 2018)
|
|
|
Amendment No. 3 to Credit Agreement, dated September 27, 2018 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 27, 2018)
|
|
10.5
†
|
|
Roan Resources, Inc. Amended and Restated Management Incentive Plan, dated September 24, 2018 (incorporated by reference to Exhibit 10.4 to Form 8-K filed on September 24, 2018
|
10.6
†
|
|
Form of Performance Share Unit Grant Notice and Performance Share Unit Award Agreement pursuant to the Roan Resources, Inc. Amended and Restated Management Incentive Plan (incorporated by reference to Exhibit 10.5 to Form 8-K filed on September 24, 2018)
|
|
Voting Agreement, dated September 24, 2018, by and among Roan Resources, Inc., the Existing LINN Owners (as defined therein), Roan Holdings, LLC and any other persons signatory thereto from time to time (incorporated by reference to Exhibit 10.6 to Form 8-K filed on September 24, 2018)
|
|
|
Second Amended and Restated Limited Liability Company Agreement of Roan Resources LLC (incorporated by reference to Exhibit 10.7 to Form 8-K filed on September 24, 2018)
|
|
10.9
†
|
|
Letter Agreement, dated April 13, 2019, between Roan Resources, Inc. and Joseph A. Mills (incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 18, 2019)
|
10.10
†
|
|
Employment Agreement, dated June 18, 2018, between Roan Resources LLC and David Edwards (incorporated by reference to Exhibit 10.9 to Form 8-K filed on September 24, 2018)
|
10.11
†
|
|
Employment Agreement, dated November 6, 2017, between Roan Resources LLC and Joel Pettit (incorporated by reference to Exhibit 10.10 to Form 8-K filed on September 24, 2018)
|
10.12
†
|
|
Employment Agreement, dated November 6, 2017, between Roan Resources LLC and Greg Condray (incorporated by reference to Exhibit 10.11 to Form 8-K filed on September 24, 2018)
|
10.13
†
|
|
Employment Agreement, dated September 17, 2018, between Roan Resources LLC and David Treadwell (incorporated by reference to Exhibit 10.12 to Form 8-K filed on September 24, 2018)
|
|
Indemnification Agreement, dated September 24, 2018, between Roan Resources, Inc. and Matthew Bonanno (incorporated by reference to Exhibit 10.14 to Form 8-K filed on September 24, 2018)
|
|
|
Indemnification Agreement, dated September 24, 2018, between Roan Resources, Inc. and Evan Lederman (incorporated by reference to Exhibit 10.15 to Form 8-K filed on September 24, 2018)
|
|
|
Indemnification Agreement, dated September 24, 2018, between Roan Resources, Inc. and John Lovoi (incorporated by reference to Exhibit 10.16 to Form 8-K filed on September 24, 2018)
|
|
|
Indemnification Agreement, dated September 24, 2018, between Roan Resources, Inc. and Paul B. Loyd Jr. (incorporated by reference to Exhibit 10.17 to Form 8-K filed on September 24, 2018)
|
|
Indemnification Agreement, dated September 24, 2018, between Roan Resources, Inc. and Michael Raleigh (incorporated by reference to Exhibit 10.18 to Form 8-K filed on September 24, 2018)
|
|
|
Indemnification Agreement, dated September 24, 2018, between Roan Resources, Inc. and Andrew Taylor (incorporated by reference to Exhibit 10.19 to Form 8-K filed on September 24, 2018)
|
|
|
Indemnification Agreement, dated September 24, 2018, between Roan Resources, Inc. and Anthony Tripodo (incorporated by reference to Exhibit 10.20 to Form 8-K filed on September 24, 2018)
|
|
|
Tax Matters Agreement, dated August 7, 2018, by and among Linn Energy, Inc., Riviera Resources, Inc. and the Riviera Resources, Inc. Subsidiaries (incorporated by reference to Exhibit 10.1 to Form 8-K filed by Linn Energy, Inc. on August 10, 2018)
|
|
|
Transition Services Agreement, dated August 7, 2018, by and between Linn Energy, Inc. and Riviera Resources, Inc. (incorporated by reference to Exhibit 10.2 to Form 8-K filed by Linn Energy, Inc. on August 10, 2018)
|
|
|
Indemnification Agreement, dated November 5, 2018, between Roan Resources, Inc. and Joseph Mills (incorporated by reference to Exhibit 10.1 to Form 8-K filed on November 6, 2018)
|
|
10.24
†*
|
|
Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement pursuant to the Roan Resources, Inc. Amended and Restated Management Incentive Plan
|
|
Amendment No. 4 to Credit Agreement, dated March 13, 2019 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on March 13, 2019)
|
|
10.26
†
|
|
Employment Agreement, dated April 29, 2019, between Roan Resources LLC and Amber Bonney
|
10.27
†
|
|
Separation Agreement and General Release of Claims between Roan Resources LLC and Tony C. Maranto, dated April 26, 2019
|
21.1
*
|
|
List of Subsidiaries of Roan Resources, Inc.
|
23.1
*
|
|
Consent of PricewaterhouseCoopers LLP
|
23.2
*
|
|
Consent of DeGolyer and MacNaughton
|
31.1
*
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
*
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
Certification by Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
32.1
**
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2
**
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
99.1
*
|
|
Report of DeGolyer and MacNaughton
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
†
Compensatory plan or arrangement
|
||
* Previously filed with the 2018 Form 10-K
|
||
** Previously furnished with the 2018 Form 10-K
|
By:
|
/s/ David C. Treadwell
|
1.
|
I have reviewed this Amendment No. 1 to Annual Report on Form 10-K/A of Roan Resources, Inc.; and
|
2.
|
Based on my knowledge, this Amendment No. 1 to Annual Report on Form 10-K/A does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Amendment No. 1 to Annual Report on Form 10-K/A.
|
1.
|
I have reviewed this Amendment No. 1 to Annual Report on Form 10-K/A of Roan Resources, Inc.; and
|
2.
|
Based on my knowledge, this Amendment No. 1 to Annual Report on Form 10-K/A does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Amendment No. 1 to Annual Report on Form 10-K/A.
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