18 Dec 2020listing compliance notice▼ BadMajor
Riviera Resources, Inc. suspended its duty to file periodic reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
15 Oct 2020asset acquisition disposition● NeutralMajor
Riviera closed the sale of Blue Mountain Midstream LLC on October 8, 2020 to Rheinbund, LLC for about $111 million in cash. After costs and repaying the Blue Mountain credit facility, the 8-K says net cash was about $35 million. It also reports the October 1 sale of Oklahoma Mid-Continent interests to Staghorn Petroleum II for about $13 million net. The press release says North Louisiana assets were sold in September 2020 and Riviera has exited midstream. The board approved a $1.35 per share distribution (about $79 million, record date October 23) and a Plan of Liquidation, also approved by the required shareholder vote on October 12. The company expects $0 to $40 million to remain for shareholders after obligations are met. It plans to file for dissolution and stop trading on OTCQX by December 31, 2020, then deregister. The CFO and two directors are leaving, and the COO plans to leave.
8 June 2020auditor change● Neutral
Riviera's audit committee dismissed its auditor KPMG on June 2, 2020 and hired BDO USA, LLP on June 5 to audit fiscal 2020. The filing says there were no disagreements and no adverse opinions from KPMG; the only added paragraphs in its 2019 and 2018 reports were explanatory notes on the revenue accounting change, the Linn Energy spin-off and Linn's bankruptcy exit. The filing gives no reason for the switch.
4 June 2020debt financing▼ BadMajor
On June 1, 2020 Riviera and its lenders signed a Fifth Amendment to its main credit agreement. It raises the interest margin by 0.25% and cuts the borrowing base (the maximum it can borrow) to $30.0 million. That is down from the $90 million set in the September 2019 amendment, as far as these filings show. The rest of the amendment is technical wording on replacing the LIBO rate and extending the bail-in clause to UK institutions.
25 Nov 2019asset acquisition disposition▲ GoodMajor
Riviera closed the Hugoton Basin sale on November 22, 2019 to Scout Energy Group V, LP, for about $295 million in cash (about $283 million net after adjustments and costs). The sale included the Mayzure helium royalty entity. This completes the Hugoton Divestiture agreed in August 2019. The board also declared a one-time $4.25 per share cash distribution (about $260 million in total), payable December 12, 2019 to holders of record on December 5. The accompanying press release says Riviera also signed a deal on November 14 to sell its Drunkards Wash (Uinta Basin) interests for $4.5 million, expected to close in Q1 2020.
3 Oct 2019debt financing● NeutralMajor
Riviera and its lenders amended its existing credit facility (September 27, 2019): interest cut by 0.5%, maturity extended to August 4, 2021, and the borrowing base reduced to $90 million, with the next review on April 1, 2020. It also permits certain asset sales in Illinois, Kansas, Louisiana and Texas without further effect on the borrowing base, and cuts the cash netting cap in Total Net Debt from $100 million to $25 million.
30 Aug 2019material agreement● NeutralMajor
Riviera's subsidiaries agreed on August 27, 2019 to sell all of the company's remaining Hugoton Basin oil and gas interests and related assets, including its interests in Mayzure and the helium-backed notes, for $295.0 million subject to closing adjustments. Closing is expected in Q4 2019, and either side can decline to close if title and environmental defects and certain adjustments exceed 25% of the price.
13 June 2019business combination▲ GoodMajor
Riviera announced it intends to launch another tender offer by the end of June 2019 to buy up to $40 million of its common stock at a premium to the current market price, using part of its cash on hand. No per-share price is given. This follows the $22.00 per share tender offer announced in September 2018.
21 Mar 2019debt financing● Neutral
The helium royalty financing announced on March 8 closed on March 20, 2019: Mayzure issued about $82 million of 5.16% senior secured notes and passed the proceeds (less closing costs) to Riviera. Only Mayzure, not Riviera or its other subsidiaries, guarantees the notes.
14 Mar 2019debt financing▲ GoodMajor
Riviera agreed to sell, to its own subsidiary Mayzure, a limited-term royalty interest in helium from certain Hugoton Basin wells in Kansas, with Mayzure funding it by issuing about $82 million of 5.16% senior secured notes due to be satisfied in Q3 2026. Riviera expects about $82 million in cash proceeds (before closing costs) and keeps its oil, gas and NGL production from those wells. It also amended its existing credit facility (March 12, 2019) so this arrangement is not counted as debt under it.
24 Sept 2018business combination▲ GoodMajor
Riviera announced it intends to start a tender offer to buy back up to $100 million of its own stock at $22.00 per share by the end of September 2018, about 6.0% of shares outstanding, funded from cash on hand. Holders of about 55% (Fir Tree, Elliott, York, P. Schoenfeld) and all directors and officers said they will not tender. This is in addition to the existing $100 million buyback program, of which about $7.5 million had been used at an average $21.24 per share and which is suspended until the tender ends.
16 Aug 2018debt financing● Neutral
Riviera's wholly owned midstream subsidiary, Blue Mountain Midstream LLC, signed a new $200 million revolving credit facility with Royal Bank of Canada as agent, maturing August 10, 2023. Nothing was borrowed at signing and initial available capacity was $70 million, so Riviera gains a separate borrowing line for its midstream business.