Water Management Services Agreement
. In January 2019, the Company entered into a
water management services agreement with Blue Mountain. Under this agreement, Blue Mountain will provide water management services including pipeline gathering, disposal, treatment and redelivery of recycled water. The agreement provides for an
acreage dedication for water management services through January 2029.
Transition Services Agreement
. On August 7, 2018, New
Linn entered into a Transition Services Agreement (the Riviera TSA) with Riviera to facilitate an orderly transition following the Riviera Separation. During the term of the Riviera TSA, Riviera provided New Linn with certain finance,
financial reporting, information technology, investor relations, legal, payroll, tax and other services. Riviera reimbursed New Linn for, or paid on New Linns behalf, all direct and indirect costs and expenses incurred by New Linn during the
term of the Riviera TSA in connection with the fees for any such services. The Riviera TSA terminated according to its terms on the Effective Date.
Riviera Separation and Distribution Agreement.
On August 7, 2018, the Companys predecessor, New Linn, entered into that
certain Separation and Distribution Agreement by and between New Linn and Riviera, following which Riviera holds, directly or through its subsidiaries, substantially all of the assets of Old Linn, other than Old Linns 50% equity interest in
Roan LLC. Following the internal reorganization, New Linn distributed all of the outstanding shares of common stock of Riviera to the Legacy Linn Stockholders on a pro rata basis, including the Elliott Funds, the Fir Tree Funds and the York Capital
Funds, each a principal stockholder of the Company. On September 21, 2018, the Elliott Funds, the Fir Tree Funds and the York Capital Funds owned approximately 20.8%, 19.4% and 12.1%, respectively, of Riviera. Immediately following the Riviera
Separation, Rivieras common stock closed at $23.25 per share, valuing the stock received by each of the Elliott Funds, the Fir Tree Funds and the York Capital Funds at approximately $367.2 million, $342.1 million and
$197.1 million, respectively.
Tax Matters Agreement
.
In conjunction with the Reorganization, the Companys
predecessor, New Linn, entered into a tax matters agreement with Riviera (the Riviera TMA). The Riviera TMA, in part, provides for indemnification of the Company and entitlement of refunds by Riviera of certain taxes related to New Linn
prior to the spinoff of assets from New Linn to Riviera. As a result of the Riviera TMA and an estimated overpayment of federal taxes by New Linn, the Company has recorded a payable of $7.6 million to Riviera at December 31, 2018.
Corporate Office Lease.
During 2018, we entered into a lease for office space in Oklahoma City, Oklahoma that is owned by a subsidiary
of Riviera. The lease has an initial term of five years. Under this lease, we paid $0.5 million during the year ended December 31, 2018 and total remaining payments are $8.1 million.
Legal expenses
. During the year ended December 31, 2018, we also reimbursed Riviera $1.8 million for legal services incurred
on the behalf of Roan in connection with the Reorganization.
Stockholders Agreement
In connection with the Reorganization, on the Effective Date, we entered into a stockholders agreement (the Stockholders
Agreement) with Roan Holdings and the Elliot funds, the Fir Tree funds and the York Capital funds (each such group of affiliated funds, a Principal Linn Stockholder, and together with Roan Holdings, the principal
stockholders), which will govern certain rights and obligations of the principal stockholders following the Reorganization.
Pursuant to the Stockholders Agreement, until the earlier of (i) our 2020 annual general meeting of stockholders (the 2020
annual meeting) and (ii) with respect to the applicable Principal Linn Stockholder, the date on which the applicable Principal Linn Stockholder ceases to beneficially own at least 5% of our outstanding shares of Class A common stock,
each Principal Linn Stockholder shall have the right to designate one director (each, a Linn Stockholder Director) to our board of directors and to fill any vacancy on the board of directors due to the death, disability, resignation or
removal of any Linn Stockholder Director designated by such principal Linn Stockholder; provided, however, that at all times, at least one Linn Stockholder Director shall be an independent director who meets the independence standards of
any national securities exchange on which our Class A common stock is or will be listed and Rule
10A-3
of the Exchange Act. If a Principal Linn Stockholders
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