Citizen Energy Operating, LLC signed a definitive agreement to acquire Roan Resources, Inc. (NYSE: ROAN) from a group of shareholders for approximately $240 million on October 1, 2019. Under the terms of the agreement, each share of Class A Common Stock of Roan issued and outstanding immediately prior to the effective time will be cancelled and automatically converted into the right to receive $1.52 in cash (“Merger Consideration”). All of the outstanding and unvested Roan restricted stock units will be fully vested and non-forfeitable and will be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the number of Roan restricted stock units subject to such award multiplied by (ii) the Merger Consideration; and outstanding and unvested Roan performance share units will be cancelled without consideration. As part of the transaction The transaction will be funded through an equity financing of $515 million provided by investment funds affiliated with Warburg Pincus and Citizen Energy; and a fully committed debt financing of $725 million provided by JPMorgan Chase Bank, N.A., BMO Harris Bank N.A., The Toronto Dominion Bank, New York Branch and BofA Merrill Lynch. As a result of the transaction, Roan will be operating as a wholly owned subsidiary of Citizen Energy. In the event of termination, Citizen Energy will be obligated to pay a termination fee of $35 million to Roan and Roan is obligated to pay a fee of $25 million to Citizen. Simultaneously with the execution of the merger agreement, Citizens Energy entered into voting agreements with each of the Directors and executive officers of Roan, Roan Holdings, LLC, Asklepios Energy Fund, LP, Hephaestus Energy Fund, LP, Luxiver WI, LP, LVPU, LP, Navitas Fund, LP, Blackbird 1846 Energy Fund, LP, Children’s Energy Fun, LP, Panakeia Energy Fund, LP, Elliott Associates, L.P., The Liverpool Limited Partnership, Spraberry Investments Inc., Fir Tree Capital Opportunity Master Fund III, L.P., Fir Tree Capital Opportunity Master Fund, L.P., Fir Tree E&P Holdings VI, LLC, FT SOF IV Holdings, LLC, FT SOF V Holdings, LLC, FT COF(E) Holdings, LLC, York Capital Management, L.P., York Credit Opportunities Investments Master Fund, L.P., York Credit Opportunities Fund, L.P., York Multi-Strategy Master Fund, L.P., Exuma Capital, L.P., and York Select Strategy Master Fund, L.P. (collectively, the “Holders”), pursuant to which, Holders agreed to vote all Roan common stock owned by the Holders in favor of the merger and the adoption of the merger agreement at any meeting of the company’s stockholders. As of November 27, 2019, a special meeting of Roan's shareholders will be held of December 4, 2019 to approve the transaction. The transaction is subject to the approval by the holders of a majority of the outstanding shares of Roan, regulatory approvals, any applicable waiting periods (or extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR”) having expired or been terminated, the indebtedness of Roan and its subsidiaries (excluding indebtedness incurred to pay the Roan’s transaction expenses) being less than or equal to $760 million and other customary closing conditions. As of October 1, 2019, the transaction was unanimously approved by the Board of Directors of Roan and also approved by the Boards of Directors of Citizen Energy. The transaction is not subject to any financing obligations. As of October 17, 2019, Federal Trade Commission granted early termination notice for the proposed merger. As of December 4, 2019, shareholders of Roan Resources approved the transaction. The transaction is expected to be completed during the fourth quarter of 2019 or the first quarter of 2020. Citigroup Global Markets Inc. and Ralph Eads, Guy Oliphint, Pete Bowden and Greg Chitty of Jefferies LLC are serving as financial advisors to Roan and provided fairness opinions to the Board of Roan, and Stephen M. Gill, Alan Beck, Stephen Jacobson, Dario Mendoza, Lina Dimachkieh, Guy Gribov, Sean Becker, Sarah Mitchell and Hill Wellford of Vinson & Elkins LLP acted as the legal advisors to Roan. Ben Lett, Brad Hutchison and Jamie Gabriel of BofA Merrill Lynch is serving as financial advisor to Citizen Energy and Ryan J. Maierson, Yvette Valdez, Sara Orr, Adam Kestenbaum, Tim Fenn, Catherine Ozdogan, Jason Cruise and Peter Todaro of Latham & Watkins LLP acted as the legal advisors to Citizen Energy as part of the transaction. Roan Resources has agreed to pay Citigroup for its services in connection with the proposed merger an aggregate fee currently estimated to be approximately $8 million, of which a portion was payable upon delivery of Citigroup's opinion and approximately $6 million is payable contingent upon consummation of the merger. Roan agreed to pay Jefferies for its financial advisory services an aggregate fee of approximately $8 million, of which a portion was payable upon delivery of Jefferies’ opinion to the Board and approximately $6.5 million is payable contingent upon consummation of the merger.