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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