Current Report Filing (8-k)
07 December 2019 - 7:08AM
Edgar (US Regulatory)
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): December 6, 2019
PRESSBURG, LLC
(Exact
name of registrant as specified in its charter)
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Delaware
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001-32720
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83-1984112
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(State or other jurisdiction
of incorporation or organization)
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Commission
file number
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(I.R.S. Employer
Identification No.)
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14701 Hertz Quail Springs Pkwy
Oklahoma City, OK 73134
(Address of Principal Executive Offices) (Zip Code)
Registrants Telephone Number, Including Area Code: (405) 896-8050
Roan Resources, Inc.
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol
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Name of each exchange
on which registered
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Class A common stock, par value $0.001 per share
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ROAN
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New York Stock Exchange
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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. ☐
Introductory Note
Effective at 8:25 a.m. (Central Time) on December 6, 2019 (the Conversion Effective Time), the registrant, Roan Resources, Inc., a Delaware
corporation, converted into a Delaware limited liability company named Pressburg, LLC (the Conversion). References herein to Roan, Pressburg or the Company refer to Roan Resources, Inc.
prior to the Conversion and to Pressburg, LLC following the Conversion.
Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On December 6, 2019, pursuant to the Agreement and Plan of Merger (the Merger Agreement), dated as of
October 1, 2019, by and among Citizen Operating, LLC, Citizen Energy Pressburg Inc. (Merger Sub) and the Company, the Company completed its previously announced merger whereby Merger Sub merged with and into the Company (the
Merger), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent.
At the effective time of the
Merger on December 6, 2019 (the Effective Time), each share of the Companys Class A common stock, $0.001 par value per share (the Company common stock), issued and outstanding immediately prior to the
Effective Time was cancelled and automatically converted into the right to receive $1.52 in cash, without interest (the Merger Consideration), other than (i) shares that were held in the treasury of the Company or owned of record by
any wholly owned subsidiary of the Company, (ii) shares owned of record by Parent or any of its wholly owned subsidiaries and (iii) shares held by stockholders who did not vote in favor of or consent to the adoption of the Merger Agreement
and who properly demanded appraisal of such shares and complied in all respects with all the provisions of the Delaware General Corporation Law concerning the right of holders of shares to require appraisal (collectively, the Cancelled Shares
and Dissenting Shares).
In connection with the consummation of the Merger, the New York Stock Exchange (the NYSE) was notified on
December 6, 2019 that each share of the Company common stock issued and outstanding immediately prior to the Effective Time, other than the Cancelled Shares and Dissenting Shares, was converted pursuant to the Merger Agreement into the right to
receive the Merger Consideration, subject to the terms and conditions of the Merger Agreement. The Company requested that the NYSE file a Form 25 with the Securities and Exchange Commission (the SEC) to delist all of the shares of
Company common stock from the NYSE and to deregister the shares of Company common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended. The shares of Company common stock were suspended from trading on the NYSE prior to
the opening of trading on December 6, 2019.
The Company also intends to file with the SEC a Certification and Notice of Termination on Form 15
requesting to terminate the registration of the shares of Company common stock under Section 12(g) of the Exchange Act and suspend the Companys reporting obligations under Sections 13 and 15(d) of the Exchange Act.
The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is subject to, and qualified in its entirety by, the full
text of the Merger Agreement, which was filed as Exhibit 2.1 to the Companys Current Report on Form 8-K filed on October 1, 2019, and is incorporated herein by reference.
Item 3.03
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Material Modification to Rights of Security Holders.
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To the extent applicable, the information set forth under Item 3.01 of this Current Report on Form 8-K is incorporated
by reference into this Item 3.03.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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PRESSBURG, LLC
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By:
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/s/ Tim Helms
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Name:
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Tim Helms
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Title:
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Executive Vice President
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Date: December 6, 2019
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