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Transactions with Related Parties
12 Months Ended
Dec. 31, 2019
Related Party Transactions [Abstract]  
Transactions with Related Parties
Transactions with Related Parties

The Company is not entitled to compensation for its services as managing member of Rosehill Operating. The Company is entitled to reimbursement by Rosehill Operating for any costs, fees or expenses incurred on behalf of Rosehill Operating (including costs of securities offerings not borne directly by members, board of directors’ compensation and meeting costs, cost of periodic reports to its stockholders, litigation costs and damages arising from litigation, accounting and legal costs); provided that the Company will not be reimbursed for any of its income tax obligations.

Rosemore. Rosemore provided employee benefits and other administrative services to Rosehill Operating for a portion of the year ended December 31, 2017. During the year ended December 31, 2017, Rosehill Operating incurred approximately $9.6 million of costs related to these services. Amounts incurred for employee benefits and other administrative services provided to Rosehill Operating by Rosemore prior to the Transaction were allocated to the Consolidated Statements of Operations as part of the carve-out financial statements – see “Cost Allocations” below. The costs incurred by Rosehill Operating subsequent to the Transaction were billed to Rosehill Operating via the Transition Services Agreement (discussed under Transaction Service Agreement below).

Transition Service Agreement. On April 27, 2017 in connection with the closing of the Transaction, the Company entered into a Transition Service Agreement (“TSA”) with Tema to provide certain services to each other following the closing of the Transaction. Pursuant to the terms, the Company agreed to provide to Tema (i) operation services for the assets excluded from the Transaction, (ii) divestment assistance and (iii) office space to Gateway Gathering and Marketing (“Gateway”). Tema agreed to provide to the Company (i) human resources and benefits administration, (ii) information technology and telecommunications, (iii) general business insurance and (iv) legal services. The TSA terminated on October 27, 2018. Rosehill Operating did not earn significant fees for services provided to Tema under the the TSA for the year ended December 31, 2018 and during the year ended December 31, 2017, the Company earned approximately $0.8 million related to services provided to Tema under the TSA. The fees billed to Rosehill Operating under this TSA by Tema related to the services provided to Rosehill Operating by Rosemore (discussed under Rosemore).

Transaction expenses. Under the terms of the Transaction, the Company reimbursed Tema and Rosemore $1.6 million and $2.4 million, respectively, on April 27, 2017, for costs incurred in connection with the Transaction.

Gateway Gathering and Marketing - Revenues. Gateway is a subsidiary of Rosemore. A portion of Rosehill Operating’s oil production was sold to Gateway during the years ended December 31, 2018 and 2017. Gateway’s final purchase of Rosehill Operating’s oil production was September 30, 2018. For the years ended December 31, 2018 and 2017, revenues from production sold to Gateway were approximately $181.2 million and $61.3 million, respectively. There was no revenue receivable due from Gateway as of December 31, 2018.

Gateway Gathering and Marketing - Crude oil gathering and transportation. Rosehill Operating had a Crude Oil Gathering Agreement with Gateway for a portion of its oil production. Although after September 30, 2018 Gateway was no longer the purchaser of the oil production it was transporting, Gateway continued to provide transportation services to Rosehill Operating under the Crude Oil Gathering Agreement to transport Rosehill Operating’s oil production to its sales point. Effective with the May 2019 production, Rosehill Operating’s oil production continued being transported by Gateway, but the Crude Oil Gathering Agreement between Rosehill Operating and Gateway was amended to allow the Company to sell its oil production to third-parties at the lease. For the year ended December 31, 2019, the Company incurred approximately $0.8 million of transportation costs under the Crude Oil Gathering Agreement. For the year ended December 31, 2018, the majority of the costs incurred under the Crude Oil Gathering Agreement were netted against the revenues received from Gateway and for the year ended December 31, 2017, all the costs incurred under the Crude Oil Gathering Agreement were netted against revenues received from Gateway due to Gateway being the purchaser of the oil production as well as the transporter. Costs incurred for the year ended December 31, 2018 under the Crude Oil Gathering Agreement that was not netted against the revenues received from Gateway were $0.6 million, of which $0.3 million was payable due to Gateway as of December 31, 2018.

Gateway Gathering and Marketing - Natural gas gathering and transportation. Rosehill Operating has a Gas Gathering Agreement with Gateway for a portion of its liquids-rich natural gas production. Costs incurred under the Gas Gathering Agreement with Gateway for the years ended December 31, 2019, 2018 and 2017, were approximately $5.9 million, $3.3 million and $1.1 million, respectively. As of December 31, 2019 and 2018, there was no amount in Accounts payable due to Gateway related to the Gas Gathering Agreement. As of December 31, 2019, there was approximately $0.6 million in Accrued liabilities and other related to the Gas Gathering Agreement.

Gateway Gathering and Marketing - Marketing Consultant. In 2018, Rosehill Operating entered into a Crude Oil Marketing Consulting Agreement with Gateway to, among other things, develop marketing strategies aimed at increasing realized prices from the sale of Rosehill Operating’s production. The Crude Oil Marketing Consulting Agreement was terminated in February 2019. For the years ended December 31, 2019 and 2018, the Company incurred costs of less than $0.1 million and $0.1 million, respectively, related to the Crude Oil Marketing Consulting Agreement.

KLR Sponsor. In October 2018, Rosehill Operating entered into a Water Purchase Agreement with Seawolf Water Resources, LP (“Seawolf”), an affiliate of KLR Sponsor, to purchase water from Seawolf’s water wells for use in well completion operations. For the years ended December 31, 2019 and 2018, Rosehill Operating incurred costs of $2.9 million and $1.2 million, respectively, related to this agreement. As of December 31, 2019 there was $0.2 million in Accounts payable due to Seawolf and at December 31, 2018 there was $0.6 million included in Accrued capital expenditures due to Seawolf.

In September 2017, the Company entered into an advisory agreement with KLR Group (the “Advisory Agreement”), an affiliate of KLR Sponsor, to pay a cash fee in an amount equal to 2.5% of the aggregate funds committed to finance the White Wolf Acquisition. The Company received a commitment of $200 million under the Series B Preferred Stock Agreement and $100 million under the Second Lien Notes to fund the White Wolf Acquisition. The Company paid an advisory fee of $7.5 million to KLR Group.

Distributions. The LLC Agreement requires Rosehill Operating to make a corresponding cash distribution to the Company at any time a dividend is to be paid by the Company to the holders of its Series A Preferred Stock and Series B Preferred Stock. The LLC Agreement allows for distributions to be made by Rosehill Operating to its members on a pro rata basis in accordance with the number of Rosehill Operating Common Units owned by each member out of funds legally available therefor. The Company expects Rosehill Operating may make distributions out of distributable cash periodically to the extent permitted by the Amended and Restated Credit Agreement as necessary to enable the Company to cover its operating expenses and other obligations, as well as to make dividend payments, if any, to the holders of its Class A Common Stock. In addition, the LLC Agreement generally requires Rosehill Operating to make (i) pro rata distributions (in accordance with the number of Rosehill Operating Common Units owned by each member) to its members, including the Company, in an amount at least sufficient to allow the Company to pay its taxes and satisfy its obligations under the Tax Receivable Agreement and (ii) tax advances, which will be repaid upon a redemption, in an amount sufficient to allow each of the members of Rosehill Operating to pay its respective taxes on such holder’s allocable share of Rosehill Operating’s taxable income after taking into account certain other distributions or payments received by the unitholder from Rosehill Operating or the Company.

Cost Allocations. For periods prior to the Transaction, Tema allocated certain overhead costs associated with general and administrative services, including insurance, professional fees, facilities, information services, human resources and other support departments related to Rosehill Operating. Also included in the cost allocations are costs associated with employees covered under Rosemore’s defined benefit plan and long-term incentive compensation plan. Employees of Rosehill Operating no longer participate in either employee benefit plan. Overhead costs allocated were $1.5 million for the year ended December 31, 2017. There were no overhead costs allocated subsequent to the Transaction. Where costs incurred related to Rosehill Operating’s assets in the periods prior to the Transaction could not be determined by specific identification, the costs were primarily allocated proportionately on a Boe basis. Management believes the allocations are a reasonable reflection of the utilization of services provided. However, the allocations may not fully reflect the expense that would have been incurred had Rosehill Operating’s assets been a stand-alone company during the 2017 period presented.