HOUSTON, Sept. 25, 2018 (GLOBE NEWSWIRE) — Riviera Resources, Inc. (OTCQX: RVRA) (“Riviera” or the “Company”) announced today that it is commencing a tender offer to purchase for cash up to 4,545,454 shares of its common stock (the “shares”) at a purchase price of $22.00 per share. The number of shares proposed to be purchased in the tender offer represents approximately 6% of the Company’s currently outstanding common stock. The Company announced its intention to make the offer before the market opened on September 24, 2018. On September 21, 2018, the last full trading day before that announcement, the OTCQX closing price per share of the common stock was $21.00. The $22.00 purchase price per share in the offer represents a premium of approximately 4.8% to the OTCQX closing price per share on September 21, 2018. The Company will use its cash on hand to fund the offer. Pro forma for the tender offer, the Company expects to have a positive cash balance to maintain operational flexibility.
This tender offer is in addition to the previously announced share repurchase program of $100 million. As of September 24, 2018, the Company has repurchased approximately $7.5 million of shares of its common stock at an average price of approximately $21.24 per share under the existing share repurchase program, which has been temporarily suspended pending the conclusion of the tender offer. Subject to applicable SEC rules and regulations with respect to issuer tender offers, the Company intends to resume share purchases under the previously announced share repurchase program after the conclusion of the tender offer.
Pursuant to the tender offer, the Company’s stockholders may tender all or a portion of their shares. Stockholders will receive the purchase price in cash, subject to applicable withholding and without interest, subject to the conditions of the tender offer, including the provisions relating to proration and conditional tenders in the event that the number of shares properly tendered and not properly withdrawn exceeds 4,545,454. These provisions are described in the Offer to Purchase and in the Letter of Transmittal relating to the tender offer that will be distributed to stockholders and filed with the U.S. Securities and Exchange Commission (the “Commission”).
Funds affiliated with Fir Tree Capital Management LP, Elliott Associates, L.P., York Capital Management, L.P. and P. Schoenfeld Asset Management LP, which collectively beneficially own approximately 55% of the Company’s outstanding common stock, and all of the Company’s directors and executive officers, have advised the Company that they will not participate in the tender offer and will not tender any of their common stock.
The tender offer will not be conditioned upon any minimum number of shares being tendered; however, the tender offer will be subject to a number of other terms and conditions specified in the Offer to Purchase. The tender offer and withdrawal rights will expire at 11:59 p.m., New York City time, on Tuesday, October 23, 2018, unless extended or terminated. Tenders of shares must be made prior to the expiration of the tender offer and may be withdrawn at any time prior to the expiration of the tender offer. Stockholders wishing to tender their shares but who are unable to deliver them physically or by book-entry transfer prior to the expiration of the tender offer, or who are unable to make delivery of all required documents to the depositary prior to the expiration of the tender offer, may tender their shares by complying with the procedures set forth in the Offer to Purchase for tendering by notice of guaranteed delivery. D. F. King & Co., Inc. is serving as information agent for the tender offer. Morgan Stanley & Co. LLC is acting as dealer manager. American Stock Transfer & Trust Company, LLC is acting as the depositary for the tender offer.
The Company’s Board of Directors has authorized the tender offer. However, none of the Company, the Company’s Board of Directors, the dealer manager, the information agent or the depositary makes any recommendation to stockholders as to whether to tender or refrain from tendering their shares. No person is authorized to make any such recommendation. Stockholders must make their own decision as to whether to tender their shares and, if so, how many shares to tender. In doing so, stockholders should read carefully the information in, or incorporated by reference in, the Offer to Purchase and in the Letter of Transmittal (as they may be amended or supplemented), including the purposes and effects of the offer. Stockholders are urged to discuss their decisions with their own tax advisors, financial advisors and/or brokers.