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Rosehill Resources Inc.  (ROSE)
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    Sector  Energy    Industry Oil And Gas Production
   Industry Oil And Gas Production
   Sector  Energy

Rosehill Resources Inc.

Business Description


We are a blank check company incorporated in Delaware that was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this Report as our initial business combination.

On December 20, 2016, we entered into a Business Combination Agreement (the “Merger Agreement”) with Tema Oil and Gas Company (“Tema”) pursuant to which we will acquire (the “Proposed Business Combination”), assuming no redemptions, approximately 39% of the equity of a wholly-owned subsidiary of Tema to be named Rosehill Operating Company, LLC (“Rosehill LLC”), to which Tema will contribute certain assets and liabilities prior to closing of the Proposed Business Combination, for aggregate consideration of $35 million in cash, issuance of 29,807,692 shares of our newly created Class B common stock, 4,000,000 Warrants exercisable for shares of our Class A Common Stock (each entitling the holder to purchase one share of Class A Common Stock for $11.50) (each, a “Warrant”), additional cash held by us in the trust account and in connection with a private placement of 8.0% Series A Cumulative Perpetual Preferred Stock (the “Series A Preferred Stock”) and Warrants to certain qualified institutional buyers and accredited investors (the “Private Placement”), and the assumption of $55 million in debt, subject to certain customary purchase price adjustments. In the Proposed Business Combination, Tema will obtain a majority of our voting shares and will retain a majority of its equity in Rosehill LLC. The Business Combination Agreement and the transactions contemplated thereby were approved by our board of directors on December 15, 2016.

Tema is an independent oil and natural gas company focused on the exploration, development, acquisition and production of unconventional oil and associated liquids-rich natural gas reserves in the Permian Basin. Rosehill Operating’s assets are concentrated in the Delaware Basin, a sub-basin of the Permian Basin, and the Fort Worth Basin. In the Delaware Basin, its properties consist of acreage blocks in Loving and Reeves Counties, Texas and Lea and Eddy Counties, New Mexico. Properties in the Barnett Shale producing area of the Fort Worth Basin are exclusively located in Wise County, Texas.

Consummation of the transactions contemplated by the Merger Agreement is subject to customary conditions of the respective parties, including the approval of the Proposed Business Combination by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation and the completion of a redemption offer whereby the Company will be providing its public stockholders with the opportunity to redeem their shares of Company common stock for cash equal to their pro rata share of the aggregate amount on deposit in the Company’s trust account.

 




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