Exhibit 99.1
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| | | | NEWS RELEASE |
RIVIERA RESOURCES ANNOUNCES CASH DISTRIBUTION OF $4.25 PER SHARE; CLOSES THE SALE OF REMAINING HUGOTON PROPERTIES; AND ENTERS AGREEMENT TO SELL UINTA BASIN ASSETS
HOUSTON, November 22, 2019 – Riviera Resources, Inc. (OTCQX: RVRA) (“Riviera” or the “Company”) announces its Board of Directors (the “Board”) has approved a cash distribution of $4.25 per share, funded with proceeds received from closing on the sale of its interest in properties located in the Hugoton Basin. In addition, the Company has signed a definitive agreement to sell its remaining interests in properties located in the Drunkards Wash field in the Uinta Basin for a contract price of $4.5 million.
Cash Distribution
The Company’s Board has approved a cash distribution to shareholders of $4.25 per share. The distribution is payable on December 12, 2019 to all shareholders of record as of the close of business on December 5, 2019. The $4.25 per share distribution represented approximately 34% of the closing price per share on November 21, 2019.
As of November 21, 2019 there were 58,506,335 shares outstanding of the Company’s common stock, and 61,162,022 shares eligible to receive distributions1. Based on the $4.25 per share distribution, the aggregate cash amount of the distribution is expected to be approximately $260 million.
Asset Sales Update
On November 22, 2019, the Company closed on the previously announced Hugoton Sale for a contract price of $295 million and after customary closing adjustments and transaction costs, the Company received net cash proceeds of approximately $283 million. The net proceeds from the sale are expected to be added to cash on the Company’s balance sheet and will be used, in part, to fund the cash distribution of $4.25 per share.
On November 14, 2019, the Company signed a definitive agreement to sell its remainingnon-operated interests in properties located in the Drunkards Wash field in the Uinta Basin to an undisclosed buyer for a contract price of $4.5 million, subject to closing adjustments. The Company expects the transaction will close in the first quarter of 2020 and estimates net proceeds of approximately $4 million. This transaction is subject to satisfactory completion of due diligence, as well as the satisfaction of closing conditions.
Distributions to Shareholders
As a C corporation, distributions to common shareholders of current or accumulated earnings and profits are qualified dividends eligible for the 23.8% maximum federal income tax rate, inclusive of the 3.8% Medicare tax rate applicable to net investment income. Any distributions in excess of current or accumulated earnings and profits would be reported as returns of capital instead of qualified dividends. Distributions that are classified as returns of capital are nontaxable to the extent they do not exceed a shareholder’s adjusted tax basis in the Company’s stock, or as a capital gain to the extent that the amount of the distribution exceeds a shareholder’s adjusted tax basis in the Company’s stock. As of October 31, 2019 the Company’s estimates it will have zero current and accumulated earnings and profits for the tax year ended December 31, 2019. An updated estimate of Riviera’s E&P will be provided in connection with publishing Form 8937 (which publication will occur within 45 days of the Distribution).
With the expected elimination of any current and accumulated earnings and profits, the Company reasonably estimates that a cash distribution should not constitute a taxable dividend for U.S. federal income tax purposes. Rather, a cash distribution would generally constitutenon-taxable return of capital, and a reduction to the tax basis of each recipient’s ownership interest in the Company, with any amount exceeding the holder’s basis subject to capital gain treatment.
1 | Share count includes (i) 58,506,335 shares outstanding of the Company’s common stock, (ii) 717,779 restricted stock units of the Company either granted or designated for issuance to certain employees (the “Riviera RSUs”), (iii) and 1,937,908 restricted stock units of the Company either granted or designated for issuance as performance units to certain employees (the “Riviera Performance Shares”) that, in the case of the Riviera Performance Shares, vest, if at all, based on the achievement of certain performance conditions specified in the award agreements. To date, none of the performance conditions have been achieved. |