Roan Resources enters $1 billion merger agreement with Citizen Energy, suspends completion activities

HOUSTON - Roan Resources announced that it has entered into a definitive merger agreement to be acquired by Citizen Energy, an affiliate of Warburg Pincus LLC in an all-cash transaction valued at approximately $1.0 billion, including Roan’s funded net debt of approximately $780 million as of September 30, 2019. The transaction is expected to be completed during the fourth quarter of 2019 or the first quarter of 2020, subject to Roan stockholder approval, regulatory approvals and the satisfaction of other customary closing conditions.

Under the terms of the merger agreement, which has been unanimously approved by Roan’s board of directors, Roan stockholders will receive $1.52 in cash for each share of Roan common stock they own. The all-cash purchase price represents a premium of approximately 24% over the closing price of company shares as of September 30, 2019.

“We are pleased to reach this agreement with Citizen Energy,” said Joseph A. Mills, Roan’s executive chairman of the board. “This transaction is the culmination of our board’s extensive review of strategic alternatives to maximize value for our stockholders, including a comprehensive process during which we engaged with a considerable number of counterparties. Ultimately, the board unanimously determined that an all-cash transaction with Citizen Energy is in the best interests of our stockholders and the company and will deliver value to our stockholders at a premium to our recent share price.”

Additionally, Roan today announced the appointment of Rick Gideon as its CEO, who will assume his new responsibilities immediately. Gideon has over 20 years of executive and industry experience at a number of large, publicly held exploration and production companies.

Roan has also elected to temporarily reduce its drilling and development activity and to suspend all completion activity. This reduction in activity is to allow Gideon time to assess the company’s overall operations plan. As a result of this change, investors should no longer rely on the guidance provided by the company on its last quarterly investor call, and Roan does not expect to otherwise update or provide further guidance.

Fully committed debt financing for the transaction will be provided by JPMorgan Chase Bank, N.A., BMO Harris Bank N.A., The Toronto Dominion Bank, New York Branch and BofA Merrill Lynch. Equity financing will be provided by investment funds affiliated with Warburg Pincus and Citizen Energy.

Citi and Jefferies LLC are serving as financial advisors to Roan, and Vinson & Elkins LLP is serving as its legal counsel. BofA Merrill Lynch is serving as financial advisor to Citizen Energy and Latham & Watkins LLP is serving as its legal counsel.