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RIVIERA RESOURCES, INC. : Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

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08/10/2018 | 10:19pm CEST

Item 1.01 Entry Into a Material Definitive Agreement.

On August 7, 2018 (the "Distribution Date"), Linn Energy, Inc. ("Linn") completed the previously announced spin-off of Riviera Resources, Inc. ("Riviera or the "Company") from Linn through the pro rata distribution of all of the shares of the Company's outstanding common stock ("Riviera Common Stock") to Linn's stockholders (the "Spin-Off"). In conjunction with the completion of the Spin-Off, the Company entered into a Separation and Distribution Agreement, a Tax Matters Agreement and Transition Services Agreement with Linn to govern the relationship of the parties following the Spin-Off.

Separation and Distribution Agreement

On the Distribution Date, the Company entered into the Separation and Distribution Agreement with Linn that provided for the allocation of assets and liabilities between the Company and Linn and establishes certain rights and obligations between the parties following the Spin-Off.

Transfer of Assets and Assumption of Liabilities. The Separation and Distribution Agreement provided for the transfers of assets and assumptions of liabilities that are necessary in connection with the Spin-Off so that (i) the Company was allocated all of the pre-Spin-Off assets and related liabilities of Linn, other than Linn's 50% equity interest in Roan Resources, LLC ("Roan") and any related liabilities, and (ii) Linn was allocated Linn's 50% equity interest in Roan and any related liabilities. In particular, the Separation and Distribution Agreement provided that, subject to the terms and conditions contained in the Separation and Distribution Agreement:




•    "Riviera assets", including, but not limited to, the following were retained
     by or transferred to the Company:




  •   all of the equity interests of each subsidiary of Linn, other than Roan;




     •   any and all assets reflected on the audited consolidated balance sheet of
         the Company;




     •   all of the pre-Spin-Off assets of Linn, other than Linn's 50% equity
         interest in Roan and certain other immaterial assets; and




     •   any and all other assets primarily relating to or used in the business of
         Linn prior to the Spin-Off, other than the Roan business.



• "Riviera liabilities", including, but not limited to, the following were

     retained by or transferred to Riviera:




     •   any and all liabilities (whether accrued, contingent or otherwise, and
         subject to certain exceptions) to the extent primarily related to, arising
         out of or resulting from (a) the operation or conduct of the business of
         Linn prior to the Spin-Off, other than the Roan business, or (b) the
         Riviera assets;




     •   any and all liabilities (whether accrued, contingent or otherwise)
         relating to, arising out of, or resulting from any indebtedness of the
         Company or any indebtedness secured by any of the Riviera assets; and




     •   any and all liabilities (whether accrued, contingent or otherwise)
         reflected on the audited consolidated balance sheet of the Company
         included in the prospectus dated July 26, 2018 and filed with the
         Securities and Exchange Commission (the "SEC") on that date pursuant to
         Rule 424(b) (the "Prospectus").



• "Linn liabilities", referring generally to all liabilities (whether accrued,

contingent or otherwise, and subject to certain exceptions) related to Linn's

50% equity interest in Roan, were retained by Linn.

The allocation of liabilities with respect to taxes were solely covered by the Tax Matters Agreement, described below.

Further Assurances. To the extent that any transfers of assets or assumptions of liabilities contemplated by the Separation and Distribution Agreement have not been consummated on or prior to the Distribution Date, the parties agreed to cooperate with each other and use commercially reasonable efforts to effect such transfers or assumptions as promptly as practicable following the Distribution Date.

--------------------------------------------------------------------------------

. . .

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

Item 5.01 Changes in Control of Registrant.

The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.

--------------------------------------------------------------------------------

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

          Officers.


Indemnity Agreements

On the Distribution Date, the Company entered into individual indemnity agreements with each of the executive officers and directors of the Company. The indemnity agreements require the Company to indemnify these individuals to the fullest extent permitted under Delaware law against liability that may arise by reason of their service to the Company, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The Company may enter into indemnity agreements with any future directors or executive officers.

The foregoing description of the form of indemnity agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of indemnity agreement, a copy of which is attached as Exhibit 10.5 hereto and incorporated by reference herein.

Spin-Off Compensation Arrangements

Certain of the Company's named executive officers held Linn equity awards immediately prior to the Spin-Off. On the Distribution Date, (i) each of the Company's named executive officers who held then-outstanding Linn restricted stock units received one restricted stock unit with respect to the Riviera Common Stock in respect of each such outstanding Linn restricted stock unit, (ii) all of such named executive officers' outstanding but unvested Linn restricted stock units fully vested, without pro-ration, and were settled in Linn common stock, and (iii) David B. Rottino, President and Chief Executive Officer of the Company, fully vested in his existing shares of restricted Linn common stock and received a corresponding number shares of Riviera restricted common stock (which will be subject to the same vesting conditions as were applicable to the corresponding shares of restricted Linn common stock). The Riviera restricted stock units will continue to vest subject to, and in accordance with, the terms applicable to the corresponding Linn restricted stock units and were not subject to acceleration in connection with the Spin-Off.

In addition, as previously disclosed by Linn, Mr. Rottino and certain former executives of Linn (collectively, the "Linn Executives") had the contractual right to make a one-time election to sell a portion of their vested shares of Linn common stock (including those that vested in connection with any termination of employment) to Linn. On the Distribution Date, immediately prior to the consummation of the Spin-Off and in accordance with the exercise of such elections, Linn purchased from the Linn Executives and immediately cancelled 2,477,834 shares of Linn common stock (the "Repurchased Shares") pursuant to the terms of the Linn Executives' existing separation or other arrangements. No shares of Riviera common stock were distributed in respect of any Repurchased Shares.

Certain Relationships and Related Party Transactions

The transaction described under the heading "Registration Rights Agreement" in Item 1.01 may be deemed to be related party transactions. As such, the disclosure contained therein is incorporated by reference into this Item 5.02.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

On the Distribution Date, prior to the consummation of the Spin-Off, Riviera Resources, LLC (the "LLC") filed a certificate of conversion (the "Conversion Certificate"), pursuant to which the LLC converted from a Delaware limited liability company to a Delaware corporation named "Riviera Resources, Inc." In connection with such conversion, the Company filed the Certificate of Incorporation with the office of the Secretary of State of the State of Delaware. Also on the Distribution Date, the Company adopted the Bylaws. Descriptions of the material provisions of the Certificate of Incorporation and the Bylaws are contained in the Company's registration statement on Form S-8 filed with the SEC on the Distribution Date, which description is incorporated herein by reference.

The foregoing description of the Conversion Certificate, Certificate of Incorporation and Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Conversion Certificate, Certificate of Incorporation and Bylaws, copies of which are attached as Exhibits 3.1, 3.2 and 3.3 hereto, respectively, and are incorporated herein by reference.

--------------------------------------------------------------------------------

Item 8.01 Other Events.

On the Distribution Date, Linn issued a press release announcing the completion of the Spin-Off. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.



Exhibit
Number                                   Description

 2.1#         Separation and Distribution Agreement, dated August 7, 2018, between
            Linn Energy, Inc. and Riviera Resources, Inc.

 3.1          Certificate of Conversion of Riviera Resources, LLC.

 3.2          Certificate of Incorporation of Riviera Resources, Inc.
            (incorporated by reference to Exhibit 4.1 of the Company's
            Registration Statement on Form S-8 filed on August 7, 2018).

 3.3          Bylaws of Riviera Resources, Inc. (incorporated by reference to
            Exhibit 4.2 of the Company's Registration Statement on Form S-8 filed
            on August 7, 2018).

10.1          Tax Matters Agreement, dated August 7, 2018, between Linn Energy,
            Inc., Riviera Resources, Inc. and the subsidiaries of Riviera
            Resources, Inc. party thereto.

10.2          Transition Services Agreement, dated August 7, 2018, between Linn
            Energy, Inc. and Riviera Resources, Inc.

10.3          Registration Rights Agreement, dated as of August 7, 2018, among
            Riviera Resources, Inc. and the holders party thereto.

10.4          Riviera Resources, Inc. 2018 Omnibus Incentive Plan (incorporated by
            reference to Exhibit 10.1 of the Company's Registration Statement on
            Form S-8 filed on August 7, 2018).

10.5          Form of Indemnity Agreement between Riviera Resources, Inc. and the
            directors and officers of Riviera Resources, Inc. (incorporated by
            reference to Exhibit 10.4 of the Company's Registration Statement on
            Form S-8 filed on August 7, 2018).

99.1          Press release, dated August 7, 2018, issued by Linn Energy, Inc.



# Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish

supplementally a copy of any omitted exhibit or schedule to the SEC upon

request.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

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