Item 2.01 Completion of Acquisition or Disposition of Assets.

On October 8, 2020, Riviera Resources, Inc. ("Riviera" or the "Company"), completed the sale of all of the issued and outstanding equity interests (the "Blue Mountain Interests") of Blue Mountain Midstream LLC ("BMM"), a Delaware limited liability company and wholly owned subsidiary of the Company, contemplated by that certain Membership Interest Purchase Agreement, dated August 23, 2020, (the "Purchase Agreement"), by and between Linn Energy Holdco II, LLC ("Seller"), a wholly owned subsidiary of the Company, Rheinbund, LLC (the "Buyer") and, solely for purposes of Section 11.16 thereof, Citizen Energy Operating, LLC. Pursuant to the Purchase Agreement, the Company divested all of its Blue Mountain Interests for approximately $111 million in cash (the "Blue Mountain Divestiture"). After customary closing adjustments, transaction costs, and repayment in full of the balance of the BMM senior secured revolving loan facility and accrued interest, the Company received net cash proceeds of approximately $35 million.

The purchase price was determined based on arm's length negotiations. Prior to the Blue Mountain Divestiture, there were no material relationships outside of the ordinary course of business between the Buyer, on the one hand, and the Company or any of its affiliates, directors, officers or any associate of such directors or officers, on the other hand.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On October 13, 2020, the Company filed a press release announcing the Blue Mountain Divestiture, among other things. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma financial information.

As previously reported, on October 1, 2020, the Company completed the sale of its interest in Mid-Continent properties located in Oklahoma (the "Mid-Continent Asset Sale") to Staghorn Petroleum II, LLC under a Purchase and Sale Agreement dated August 4, 2020, for net cash proceeds of approximately $13 million.

The pro forma financial information required by this Item 9.01 is filed as Exhibit 99.2 hereto and is incorporated herein by reference. The unaudited pro forma consolidated and combined balance sheet as of June 30, 2020, has been prepared as if the Blue Mountain Divestiture and the Mid-Continent Asset Sale occurred on that date. The unaudited pro forma consolidated and combined statements of operations for the six months ended June 30, 2020, and for the year ended December 31, 2019, have been prepared as if the Blue Mountain Divestiture and the Mid-Continent Asset Sale occurred on January 1, 2019.



(d) Exhibits.



Exhibit
Number       Description

 2.1           Purchase and Sale Agreement, dated August 23, 2020, by and between
             Linn Energy Holdco II, LLC, as seller, Rheinbund, LLC, as buyer, and
             Citizen Energy Operating, LLC.

99.1           Press Release dated October 13, 2020.

99.2           The Unaudited Pro Forma Condensed Consolidated Balance Sheet of the
             Company as of June 30, 2020, and Pro Forma Condensed Consolidated
             Statements of Operations of the Company for the six months ended
             June 30, 2020, and for the year ended December 31, 2019.

104          Cover Page Interactive Data File (formatted in Inline XBRL and
             contained in Exhibit 101)

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