Granite Ridge Resources, Inc.

Granite Ridge extended its Management Services Agreement with Grey Rock Administration - the affiliate of its controlling shareholder that runs the company's day-to-day operations - from 2028 to 2031, while raising the annual management fee from $10.0 million to $11.75 million with room to grow to $12.5 million.

material agreement

Bank of America replaced Texas Capital Bank as administrative agent on Granite Ridge's credit facility, the lender group grew (nine banks added, one exiting), and both the borrowing base and elected commitments rose to $300 million.

debt financing

Granite Ridge Resources, Inc.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

Amendment No. 1 disclosed the fact that settled the warrant exchange before it started: holders of roughly 51.3% of the warrants had signed a tender and support agreement to tender and to consent to the warrant amendment - just over the 50% the warrant agreement requires. Any holder who declined would have their warrants swept up anyway at 0.225 shares, a tenth less than the 0.250 on offer. BofA Securities was dealer manager.

business combination

The combination closed: Executive Network Partnering Corporation and Grey Rock's GREP Holdings merged into Granite Ridge Resources, Inc., a non-operated oil and gas company controlled by Grey Rock Energy Partners' fund vehicles, and began trading on the NYSE as GRNT/GRNT.WS.

business combination

the exchange certified Granite Ridge Resources, Inc.'s securities for listing, clearing them to begin trading.

listing compliance notice

The final proxy statement was filed, calling Executive Network Partnering Corporation (ENPC) stockholders to vote on October 20, 2022 on the combination with Grey Rock's GREP Holdings that creates Granite Ridge. GREP's owners would receive 130.0 million new shares valued at $10.00 each and would hold about 75.5% of the votes if no one redeems (99.0% if redemptions are at the maximum). Public holders can redeem for cash at roughly $10.00 a share (trust about $414.5 million at June 30, 2022), and ENPC must liquidate by December 18, 2022 if no deal closes. This finalises the deal described in the earlier drafts, and the board unanimously recommends a vote in favour.

business combination

The amendment rolled the numbers to 30 June 2022 -- a trust of about $414.1 million, still around $10.00 a share -- and put a price on the structure: converting the Grey Rock funds into a taxable corporation carries a $25.8 million deferred tax liability and a $25.8 million pro forma tax charge. It also showed the 2021 reserve revisions: proved undeveloped reserves up 1,126 thousand barrels of oil equivalent on higher prices, less 38 thousand taken out where operators dropped locations from their drilling schedules.

business combination

The amendment added the two things a warrantholder needed. The board's own fairness opinion, obtained expressly so holders would have independent input when deciding whether to redeem. And a warning that Kirkland could not opine that the mergers "will" qualify as a tax-deferred exchange under Section 351, because that turns on who controls the company immediately afterwards. It also noted that redeeming holders keep their warrants -- about $8.8 million of value at the 9 August price, whatever the level of redemptions.

business combination

The amendment that put numbers on the deal creating Granite Ridge: the blank-cheque vehicle Executive Network Partnering Corporation would pay 130.0 million new shares for Grey Rock's GREP funds, leaving the existing GREP members with about 75.5% of the voting power if no ENPC holders redeemed - enough to make the listed company a 'controlled company' under NYSE rules from day one. Stephens Inc. gave ENPC's board the fairness opinion, and the company would be run from outside under a management services agreement with Grey Rock that carries its own break fee.

business combination

Blank-check company Executive Network Partnering Corporation filed the registration statement for its planned combination with GREP Holdings, the operating vehicle for Grey Rock Energy Partners' oil and gas fund portfolio - proposing to issue about 183 million shares and 10.35 million warrants of the newly renamed Granite Ridge Resources, Inc.

business combination