Rosehill Resources Inc. and Rosehill Operating Company, LLC File Voluntary Bankruptcy Petitions

Rosehill Resources Inc. (NASDAQ:ROSE, ROSEW, ROSEU) (the “Company”) and Rosehill Operating Company, LLC (“Rosehill Operating” and together with the Company, “Rosehill”) announced today that they have commenced voluntary Chapter 11 cases (the “Chapter 11 Cases”) under the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas, pursuant to the terms of the previously announced Restructuring Support Agreement (the “RSA”) between the Company, the lenders under Rosehill’s revolving first lien credit facility, holders of Rosehill’s second lien notes and the Company’s Series B Preferred Stock, and Tema Oil and Gas Company, as the holder of approximately 66.8% of the equity interests in the Company and 35.2% of the equity interests in Rosehill Operating and party to the Company’s Tax Receivable Agreement (collectively, the “Consenting Creditors”).

In connection with the Chapter 11 Cases, Rosehill has filed customary motions authorizing it to proceed with its operations in the ordinary course, including to enter into a $17.5 million junior convertible secured debtor-in-possession delayed-draw term loan facility and use cash collateral. The Company currently expects that the DIP facility will provide sufficient liquidity to meet its financial obligations during the duration of the Chapter 11 Cases.  The Company expects to continue to operate its business during the Chapter 11 Cases without material disruption to its vendors, partners or employees. 

As previously announced, under the RSA, Rosehill and the Consenting Creditors have reached an agreement on the terms of a prepackaged plan of reorganization (the “Plan”).  Following consummation of the Plan, the Company’s equity will be owned solely by certain of the Consenting Creditors and holders of the Company’s preferred stock, and holders of general unsecured claims, including the Company’s trade creditors and vendors, will pass through the Chapter 11 Cases with their claims unimpaired by the bankruptcy and being satisfied in full. Additionally, pursuant to the Plan, all of the common equity of the Company will be cancelled and receive no recovery.

For more information on the RSA or the Plan, please read the Company’s Current Report on Form 8-K, to be filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s SEC filings are available publicly on the SEC’s website at www.sec.gov.

Court filings and information about the Chapter 11 Cases can be found at a website maintained by Rosehill’s claim agent, Epiq Corporate Restructuring, LLC, at https://dm.epiq11.com/rosehill, or by calling 1-866-897-6433 (Domestic) or 1-646-282-2500 (International).

In connection with the Chapter 11 Cases and pursuant to the Plan, on July 24, 2020 the Company notified the Nasdaq Stock Market LLC (“Nasdaq”) of its intention to voluntarily delist its Class A Common Stock, Class A Common Stock Public Warrants and Class A Common Stock Public Units (the “Listed Securities”) from Nasdaq.  The Company further requested that Nasdaq file a Form 25 with the SEC, and expects that the Listed Securities will cease trading on Nasdaq on or about August 13, 2020.  Following the delisting from Nasdaq, the Company intends to voluntarily deregister its Listed Securities and cease its public reporting obligations with the SEC.

Advisors to Rosehill

Gibson, Dunn & Crutcher LLP and Haynes and Boone, LLP are acting as legal counsel, and Jefferies LLC and Opportune LLP are acting as financial advisors to Rosehill in connection with the Chapter 11 Cases.

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. The Company’s website is www.rosehillresources.com.  Information on the website is not part of this press release.

Contact Information

David L. French
President and Chief Executive Officer    
281-675-3400

Craig Owen
Senior Vice President and Chief Financial Officer
281-675-3400