Rheinbund, LLC entered into a Membership Interest Purchase Agreement to acquire Blue Mountain Midstream LLC from Riviera Resources, Inc. (OTCPK:RVRA) for approximately $110 million on August 23, 2020. Rheinbund is required to pay into escrow a deposit totaling $11.1 million on or before the first business day following the execution of the Purchase Agreement, which amount will be applied to the Purchase Price if the transaction closes. The consideration is paid in cash. As of October 14, 2020, The Riviera Board of Directors has approved a cash distribution of $1.35 per share. Post transaction, it will represent a complete exit of the midstream business by the Riviera. Fully committed debt financing for the transaction will be provided by JPMorgan Chase Bank, N.A. and BMO Capital Markets. Equity financing will be provided by investment funds affiliated with Citizen Energy and Warburg Pincus. If the seller validly terminates the agreement, it should be entitled to receive (i) the entire Deposit from the Deposit Escrow Account, plus (ii) an additional amount in cash equal to 5% of the Unadjusted Purchase Price. The transaction is subject to the satisfaction of certain generally customary closing conditions including the resignation of target's directors and execution of escrow and transitional services agreements. The transaction is expected to close early in the fourth quarter of 2020. Proceeds from the sale will be used to repay total outstanding borrowings under Blue Mountain's credit facility, which were approximately $80 million as of October 13, 2020. Following repayment in full of the credit facility and, subject to certain closing adjustments and fees as set forth in the definitive agreement, the remainder of the sale proceeds are expected to be added to cash on Riviera's balance sheet, and will be used, in part, to fund the cash distribution of $1.35 per share. Tudor, Pickering, Holt & Co. acted as financial advisor and Kim Hicks, Alex Rose and Julian J. Seiguer of Kirkland & Ellis LLP acted as legal advisor to Riviera Resources in the transaction. Nathan Meredith and Todd Lowther of Shearman & Sterling LLP acted as legal advisor for transaction and Sidley Austin acted as legal advisor with respect to the committed debt financing to Citizen Energy in the transaction. Rheinbund, LLC completed the acquisition of Blue Mountain Midstream LLC from Riviera Resources, Inc. (OTCPK:RVRA) on October 8, 2020. Riviera Resources received the cash proceeds from the sale were approximately $114 million (including a deposit of approximately $ 11 million received in the third quarter of 2020), of which Riviera Resources repaid approximately $80 million, representing total borrowings under the Blue Mountain Credit Facility.