Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In conjunction with the Plan of Liquidation outlined below, Riviera Resources,
Inc. ("Riviera" or the "Company") will make organizational changes impacting
certain officers of the company.
Management Changes
Effective as of October 23, 2020, James G. Frew will resign from his position as
Executive Vice President and Chief Financial Officer of the Company.
Effective as of November 6, 2020, Daniel Furbee will resign from his position as
Executive Vice President and Chief Operating Officer of the Company.
Also effective as of October 23, 2020, the Company will appoint Darren Schluter,
who is currently the Company's Executive Vice President of Finance and
Administration and Chief Accounting Officer, to serve as Chief Financial
Officer.
Mr. Schluter, who is 50 years old, has served as Executive Vice President,
Finance, Administration and Chief Accounting Officer of the Company since
September 2018. Mr. Schluter previously served as the Vice President and
Controller of Linn Energy, Inc. ("LINN"), an independent natural gas exploration
and production company, from July 2007 to February 2017. Mr. Schluter served in
various accounting and auditing roles at Nabors Industries, Ltd. and KPMG, LLP
and has over 25 years of total experience. Mr. Schluter holds a Bachelor's and
Master's degree in accounting from the University of Texas.
The Company has determined that neither Mr. Schluter, nor any of his respective
immediate family members has or had (nor does any propose to have) a direct or
indirect material interest in any transaction in which the Company or any of the
Company's subsidiaries was or is (or is proposed to be) a participant, that
would be required to be disclosed under Item 404(a) of Securities and Exchange
Commission Regulation S-K. In addition, the Company has determined that there
are no family relationships between Mr. Schluter and any current executive
officer or director of the Company.
There are no arrangements or understandings with the Company, or any other
persons, pursuant to which Mr. Schluter was selected to serve as an officer of
the Company.
Board Changes
Effective as of October 12, 2020, Thanasi Skafidas, who, in his capacity as an
employee of York Capital Management, served as a member of the Board of
Directors of the Company (the "Board"), the Audit Committee and the Compensation
Committee of the Board, resigned from the Board, and Win Rollins, who, in his
capacity as an employee of Elliott Management Corporation, served as a member of
the Company's Board and the Compensation Committee of the Board, resigned from
the Board. Messrs. Skafidas and Rollins decisions to resign as a director of the
Company were not the result of any disagreement with the Company on any matter
relating to the operations, internal controls, policies or practices of the
Company.
The Board does not intend to select members to replace Mr. Skafidas and
Mr. Rollins, as permitted by the Company's bylaws, and the Board plans to
approve a decrease in the number of authorized directorships of the Board from
five members to three members following the effective date.
Item 7.01 Regulation FD Disclosure.
On October 13, 2020, Riviera filed a press release announcing the Dividend (as
defined below) and other updates relating to the Company, including the
reorganization of the Board and management and the approval of the Plan of
Liquidation, as described above. A copy of the press release is attached as
Exhibit 99.1 to this report and is incorporated by reference herein.
--------------------------------------------------------------------------------
Item 8.01 Other Events.
On October 12, 2020, the Board approved the dissolution, winding up and
liquidation of the Company, and adopted a Plan of Liquidation and Distribution
(the "Plan of Liquidation"). Pursuant to the Plan of Liquidation, the Company
will (i) pay or provide for all claims and obligations known to it, (ii) provide
for any claim which is the subject of a pending action, suit or proceeding to
which it is a party, (iii) provide for claims that have not been known to it but
are likely to arise within ten (10) years after the date of dissolution,
(iv) after providing for (i) through (iii), distribute the remaining assets, to
the extent owed, to the Company's existing creditors, and (v) after providing
for (iv), distribute any remaining assets, which the Company currently expects
to be between $0 and $40 million, to the Company stockholders in accordance with
the Company's Certificate of Incorporation, as amended. The Plan of Liquidation
also provides that the Company will make applicable filings and take such other
actions as are found to be appropriate to carry out the Plan of Liquidation.
Also on October 12, 2020, the stockholders approved, through majority written
consent and in accordance with the bylaws of the Company, the Plan of
Liquidation.
In addition, the Company intends to file a certificate of dissolution with the
State of Delaware, at which time the Company's transfer books and records will
be closed and the Company's common stock will cease trading on the OTCQX Market,
no later than the close of business on December 31, 2020. After such time, the
Company intends to file with the SEC a Certification on Form 15 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), requesting the
suspension of the Company's reporting obligations under Sections 13 and 15(d) of
the Exchange Act.
On October 13, 2020, the Board of Directors of the Company declared a one-time
cash distribution of $1.35 per share to shareholders (the "Dividend"). The
Dividend will be payable to shareholders of record as of the close of business
on October 23, 2020 and will be paid on or around October 27, 2020.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release dated October 13, 2020.
104 Cover Page Interactive Data File (formatted in Inline XBRL and
contained in Exhibit 101)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
RIVIERA RESOURCES, INC. 
