Item 1.01 Entry into a Material Definitive Agreement.
Agreement to Divest Blue Mountain Midstream
On
The transaction is scheduled to close in the fourth quarter of 2020, subject to
the satisfaction of the closing conditions contained in the Purchase Agreement.
As discussed further in Item 5.07 below, the transaction may be deemed to
constitute a sale of "substantially all" of the Company's assets on a
consolidated basis under
The Purchase Price is subject to adjustments for (i) transaction expenses,
(ii) indebtedness and (iii) other purchase price adjustments customary for a
transaction of this type. Pursuant to the terms of the Purchase Agreement, the
Purchaser is required to pay into escrow a deposit totaling
The Seller and the Purchaser each make representations and warranties in the Purchase Agreement that are customary for a transaction of this type. The Purchase Agreement also includes customary covenants relating to the Blue Mountain Interests, the operation of BMM's business and other matters, including, among others, covenants related to transferred employees and restrictions on the Seller's ability to solicit competing proposals from third parties and to provide non-public information to and engage in discussions or negotiations with third parties regarding competing proposals.
The completion of the divestiture of the Blue Mountain Interests is subject to customary closing conditions including, among others, the absence of governmental restraints prohibiting the consummation of the transactions contemplated by the Purchase Agreement.
The Purchase Agreement contains customary termination rights, including, among
others, the termination rights described below. Either party may terminate the
Purchase Agreement if certain closing conditions have not been satisfied, or the
transaction has not closed on or before
If one or more of the closing conditions are not satisfied, or if the transaction is otherwise terminated, the Blue Mountain Divestiture may not be completed. As discussed above, the Purchaser is obligated to pay into escrow a Deposit. The Deposit is refundable only in specified circumstances if the transaction is not consummated.
If the Seller terminates the Purchase Agreement because the Purchaser failed to make true and correct representations and warranties or perform and comply with certain covenants and agreements, then the Seller will be entitled to, as liquidated damages, the entire Deposit and a cash termination fee as liquidated damages, as the Seller's sole and exclusive remedy. If the Purchaser terminates the Purchase Agreement due to willful and intentional breach of the Purchase Agreement by the Seller, the Purchaser is entitled to recover the actual losses suffered by the Purchaser as a consequence of such termination.
There can be no assurance that the Company will consummate the Blue Mountain
Divestiture on the terms or timing described or at all. Assuming the Blue
Mountain Divestiture closes in accordance with the terms of the Purchase
Agreement, the Company intends to use the net proceeds from the Blue Mountain
Divestiture to repay total outstanding borrowings under
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Item 5.07 Submission of Matters to a Vote of Security Holders.
Riviera is a
On
Item 7.01 Regulation FD Disclosure.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 99.1 Press Release announcing the entry into the Purchase Agreement. 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
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