Rosehill Resources Inc. Announces Partial Conversion of Class B Common Stock
28 December 2019 - 10:05AM
Rosehill Resources Inc. (“Rosehill” or the “Company”) (NASDAQ:
ROSE, ROSEW, ROSEU) today announced that Tema Oil & Gas Company
(“Tema”) has exchanged 14.1 million shares of its Class B Common
Stock for an equivalent number of shares of Class A Common Stock.
After the exchange, Tema holds approximately 15.7 million shares of
Class B Common Stock and 14.1 million shares of Class A Common
Stock.
Tema has informed the Company that the exchange
was driven in part by tax planning considerations and that Tema has
no intention to sell the newly exchanged shares of Class A Common
Stock in the immediate future. As a result of the exchange, the
Company does not expect any change to Tema’s voting rights and all
accounting impacts will be reflected in the Company’s financials
for the period ending December 31, 2019.
Since its conversion from a special purpose
acquisition company in 2017, the Company has maintained dual share
classes of common stock for the purposes of allowing certain
benefits and voting rights related to its organizational structure,
commonly referred to as an “Up-C” structure. Tema, as sole owner of
the Company’s Class B Common Stock, generally has the right to
exchange all or a portion of its Class B Common Stock (together
with the transfer and surrender of an equal number of common units
of Rosehill Operating Company, LLC) in exchange for an equivalent
number of shares of the Company’s Class A Common Stock.
About Rosehill Resources
Inc.
Rosehill Resources Inc. is an independent oil
and gas exploration company with assets positioned in the Delaware
Basin portion of the Permian Basin. The Company’s strategy includes
the focused development of its multi-bench assets in the Northern
Delaware Basin and the Southern Delaware Basin, as well as adding
economic drilling inventory to support future growth.
Forward-Looking Statements
This communication includes certain statements
that may constitute “forward-looking statements” for purposes of
the federal securities laws. All statements, other than statements
of historical fact included in this communication, regarding Tema’s
future plans, Rosehill’s opportunities in the Delaware Basin,
strategy, future operations, expected drilling and completions
activity, financial position, estimated results of operations,
future earnings, future capital spending plans, expected gains from
settling derivatives, prospects, plans and objectives of management
are forward-looking statements. When used in this communication,
the words “could,” “believe,” “anticipate,” “intend,” “estimate,”
“expect,” “project,” “guidance,” “forecast” and similar expressions
are intended to identify forward-looking statements, although not
all forward-looking statements contain such identifying words.
You should not place undue reliance on these
forward-looking statements. Although the Company believes that the
plans, intentions and expectations reflected in or suggested by the
forward-looking statements in this communication are reasonable, no
assurance can be given that these plans, intentions or expectations
will be achieved or occur, and actual results could differ
materially and adversely from those anticipated or implied by the
forward-looking statements. Some factors that could cause actual
results to differ include, but are not limited to, the Company’s
ability to realize the anticipated benefits of its drilling and
completion activities, commodity price volatility, inflation, lack
of availability of drilling and completion equipment and services,
environmental risks, drilling and other operating risks, regulatory
changes, the uncertainty inherent in estimating oil and natural gas
reserves and in projecting future rates of production, cash flow
and access to capital, the timing of development expenditures and
the other risks and uncertainties discussed under the section
titled “Risk Factors” in the Company’s Form 10-K, and in other
public filings with the Securities and Exchange Commission (the
“SEC”) by the Company. The Company’s SEC filings are available
publicly on the SEC’s website at www.sec.gov. These forward-looking
statements are based on management’s current expectations and
assumptions about future events and are based on currently
available information as to the outcome and timing of future
events. All forward-looking statements speak only as of the date of
this communication. Except as otherwise required by
applicable law, the Company disclaims 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 communication.
Contact Information:
Craig Owen |
|
Senior Vice President and Chief Financial Officer |
|
281-675-3400 |
|
|
|
John Crain |
|
Director of Investor Relations |
|
281-675-3493 |
|
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