January 19, 2022 – The $220.0mn sale of the Debtors' assets to Repsol Oil & Gas USA, LLC closed on January 19, 2022 "with no material changes to the previously announced commercial terms," stated Reed Smith partner Omar Alaniz, who represented Rockdale Marcellus in the transaction.

As reported previously, on December 29, 2021, further to the Court’s October 21st bidding procedures order [Docket No. 297] and an auction held on December 16th, the Court hearing the Rockdale Marcellus cases approved the sale of Debtors’ properties located in Bradford, Tioga, and Lycoming Counties, Pennsylvania and certain related assets to Repsol Oil & Gas USA, LLC (the “Purchaser”) [Docket No. 617]. The asset purchase agreement (the “APA”) governing the terms of the sale is attached to the order as Exhibit 1.

The Purchaser, a U.S. subsidiary of Spanish energy giant Repsol, has exploration and production assets in the Gulf of Mexico, the Marcellus Shale in Pennsylvania, the Eagle Ford Shale in South Texas, the North Slope in Alaska and the Trenton-Black River in New York.

Key Terms of the APA:

• Purchaser: Repsol Oil & Gas USA, LLC
• Seller: Rockdale Marcellus, LLC
• Assets: Debtors' interests in oil and gas exploration, development and producing properties located in Bradford, Tioga, and Lycoming Counties, Pennsylvania and certain related assets.
  
• Purchase Price: The total purchase price for the Assets shall be $220.0mn (the "Unadjusted Purchase Price") payable to the Seller at closing and subject to adjustments as provided for in Article 7, and as are reflected in the Preliminary Accounting and the Final Accounting (the Unadjusted Purchase Price, as so adjusted being the "Final Purchase Price")… (i) In addition to the Unadjusted Purchase Price set forth in Section 2.3(a), Purchaser shall assume and pay the Assumed Trade Obligations in an amount not to exceed those set forth on Schedule 9.1(f) at Closing.

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