Exhibit 99.1
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NEWS RELEASE
RIVIERA RESOURCES ANNOUNCES $0.75 PER SHARE CASH DISTRIBUTION OF OVER $45 MILLION TO SHAREHOLDERS; SCHEDULES FIRST QUARTER 2020 EARNINGS CONFERENCE CALL
HOUSTON, April 27, 2020 – Riviera Resources, Inc. (OTCQX: RVRA) (“Riviera” or the “Company”) announces its Board of Directors (the “Board”) has approved a $0.75 per share cash distribution (the “Distribution”) totaling approximately $45 million, funded with cash on hand. The Company also announces its first quarter 2020 earnings conference call has been scheduled for Thursday, May 7, 2020 at 10:00 a.m. (Central).
$45 Million Distribution
The Company’s Board has approved a cash distribution to shareholders of $0.75 per share. The distribution is payable on or around May 12, 2020 to all shareholders of record as of the close of business on May 7, 2020. The Company currently expects that the cash distribution should not constitute a taxable dividend for U.S. federal and state income tax purposes. Rather, the cash distribution would generally constitute anon-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.
The $0.75 per share distribution represents approximately 29% of the closing price per share on April 24, 2020. Therefore, theex-dividend date for the cash distribution is expected to be May 13, 2020, the first trading day following the payment date. Shareholders of record on the record date who sell their shares prior to theex-dividend date will not be entitled to, and will also sell their right to, receive the cash distribution. As of April 24, 2020, there were 57,907,609 shares outstanding of the Company’s common stock, and 60,198,476 shares eligible to receive distributions1. Based on the $0.75 per share distribution, the aggregate cash amount of the distribution is expected to be approximately $45 million.
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 April 24, 2020, the Company estimates it will have zero current and accumulated earnings and profits for the tax year ended December 31, 2020. 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.
Under the Foreign Investment in Real Property Tax Act,non-U.S. persons who hold (or have held, during a certain measuring period) more than 5% of the Company’s stock will be subject to withholding at a 15% rate on the full amount of the distribution. We have asked certain of our large, identifiable holders to certify that they are not subject to withholding under these rules or otherwise made withholding arrangements with such holders. We have not otherwise identified any
1 | Share count includes (i) 57,907,609 shares outstanding of the Company’s common stock, (ii) 442,917 restricted stock units of the Company either granted or designated for issuance to certain employees (the “Riviera RSUs”), (iii) and 1,847,950 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. |