Washington, D.C. 20549


Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 15, 2020

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation)
(Commission File
(IRS Employer
Identification No.)

16200 Park Row, Suite 300
Houston, Texas, 77084
(Address of principal executive offices, including zip code)

(281) 675-3400
(Registrant's telephone number, including area code)

Not Applicable
(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))

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).

þ 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 Securities Exchange Act of 1934. ☐

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock
The NASDAQ Capital Market
Class A Common Stock Public Warrants
The NASDAQ Capital Market
Class A Common Stock Public Units
The NASDAQ Capital Market

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As previously disclosed, on March 28, 2018, Rosehill Operating Company, LLC (“Rosehill Operating”), Rosehill Resources Inc. (the “Company”), as parent and JPMorgan Chase Bank, N.A. (as lender, Administrative Agent and Issuing Bank), and each of the lenders from time to time party thereto (collectively, the “ Lenders ”) entered into an Amended and Restated Credit Agreement (the “ Credit Agreement ”) under which Rosehill Operating’s borrowing base is $340 million as of March 19, 2020. The Credit Agreement matures on August 31, 2022 and automatically extends to March 28, 2023 upon the payment in full of the Company’s 10.00% Senior Secured Second Lien Notes due January 31, 2023.

The material terms of the Credit Agreement are described under “Note 10-Long-Term Debt” of the Notes to Consolidated Financial Statements of the Company, which Note is included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2019, and which description is incorporated by reference herein. As of March 13, 2020, the Company had $266 million outstanding under the Credit Agreement and had $74 million available for borrowing.

On March 19, 2020, the Company announced that it had fully drawn the available capacity under the Credit Agreement as a precautionary measure in order to increase its cash position and preserve financial flexibility in light of current uncertainty in the global markets and commodity prices. The terms of repayment of the borrowings is set forth in the Credit Agreement as more fully described above.

Item 7.01. Regulation FD Disclosure

On March 19, 2020, the Company issued a press release announcing that it withdrew its previously announced full-year 2020 guidance in light of the ongoing impact of current uncertainty in the global markets and commodity prices. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained under Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number


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.

March 19, 2020
/s/ R. Craig Owen
R. Craig Owen
Senior Vice President and Chief Financial Officer