In the second quarter of 2018, Old Linn and certain of its subsidiaries undertook an internal reorganization, pursuant to which:
(i) on July 25, 2018, Old Linn merged with and into Linn Merger Sub #1, LLC (“ Riviera
Merger Sub ”), a wholly owned subsidiary of New LINN Inc. (subsequently renamed Linn Energy, Inc. and referred to herein as “ New Linn ”), with Riviera Merger Sub surviving such merger, and all outstanding shares of Class A common stock of Old Linn were automatically converted into shares of Class A common stock of New Linn on a one-for-one basis;
(ii) on July 25, 2018, New Linn caused certain of its subsidiaries to effect a distribution of its indirect 50% equity interest in Roan LLC to be held directly by New Linn;
(iii) on August 7, 2018, New Linn contributed to its wholly owned subsidiary, Riviera Resources, Inc. (“ Riviera ”), all of the membership interests in Riviera Merger Sub; and
(iv) on August 7, 2018, New Linn completed the spin-off of Riviera by distributing to the stockholders of New Linn (the “ Legacy Linn Stockholders ”) all of the issued and outstanding common stock of Riviera on a pro rata basis.
The above transactions are collectively referred to as the “Riviera Separation.” As a result of the Riviera Separation, Riviera held, directly or through its subsidiaries, substantially all of the assets of New Linn, other than New Linn’s 50% equity interest in Roan LLC. On August 8, 2018, Riviera began trading on the OTCQX tier of the OTC Markets Group, Inc. under the ticker symbol “RVRA.”
In September 2018, following the Riviera Separation, New Linn and Roan Holdings reorganized their ownership of Roan LLC through the creation of certain new entities and the consummation of additional restructuring transactions to merge New Linn’s 50% equity interest in Roan LLC with Roan Holdings.
On September 25, 2018, the Company began trading on the OTCQB under the symbol “ROAN.” As of the Effective Date and following the completion of the Reorganization, Roan Holdings owned an aggregate of 76,269,766 shares of Common Stock and the Legacy Linn Stockholders collectively owned an aggregate of 76,269,766 shares of Common Stock, each representing 50% of the Company’s outstanding Common Stock as of the closing. Following the Reorganization, the Company became the owner, indirectly through its wholly-owned subsidiaries, of 100% of the equity in, and is the sole manager of, Roan LLC. The Company is responsible for all operational, management and administrative decisions relating to Roan LLC’s business.