9 Jan 2023listing compliance notice▼ BadMajor
MNRL Sub Inc. deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
29 Dec 2022business combination● NeutralMajor
The Sitio merger closed on December 29, 2022 after Brigham stockholders approved it on December 28 and Sitio stockholders approved by written consent. Each Brigham Class A share was converted into 1.133 shares of the new Sitio Royalties Corp. Class A stock (Class B into 1.133 Class C; Opco LLC units into 1.133 Opco LP units). Brigham's shares were suspended from the NYSE and a Form 25 delisting was filed, and Brigham intends to file a Form 15 to end its reporting duties. Separately, Brigham Resources signed a sixth credit agreement amendment permitting the merger, adding a distributable free cash flow test for dividends, and setting June 30, 2023 as the outside date to refinance or terminate the credit agreement. This resolves the merger thread and the Brigham stock as a separate listed security.
29 Dec 2022listing compliance notice● NeutralMajor
MNRL Sub Inc.'s exchange filed to remove a class of its securities from listing.
23 Dec 2022business combination● Neutral
Brigham entered into retention agreements with four executives, paying one-time cash bonuses that vest when the Sitio merger closes: $515,000 for Ben M. 'Bud' Brigham (Executive Chairman), $2,140,000 for Robert Roosa (CEO), $1,425,000 for Blake Williams (CFO) and $1,224,000 for Kari Potts (General Counsel). Williams and Potts also get up to 18 months of COBRA health coverage reimbursement. These payments are tied to the merger closing and condition on a release of claims.
23 Nov 2022business combination● Neutral
Brigham filed its definitive proxy statement (combined with Sitio's consent solicitation and the new parent's prospectus), dated November 23, 2022 and first mailed around November 25, for the December 28, 2022 vote. It restates the terms: 1.133 new Class A shares per Brigham Class A share, with Brigham holders owning about 46%. Adoption needs a majority of outstanding Brigham common stock, so abstentions and non-votes count as votes against; Sitio holders with about 83.7% of voting power have signed agreements to vote in favor. The Brigham board unanimously recommends voting for both proposals. No new terms are given.
22 Nov 2022business combination● Neutral
Brigham's board set the special meeting to vote on the Sitio merger for December 28, 2022 at 9:00 a.m. Central Time, with the November 18, 2022 record date. Stockholders will vote on adopting the merger agreement and on a non-binding advisory vote on pay to named executive officers tied to the merger. This resolves the open question of the meeting date; the merger terms are unchanged.
14 Nov 2022business combination● Neutral
On 2022-11-14 the new Sitio holding company filed an amended Form S-4 for the Brigham merger, still not effective. Brigham's board set November 18, 2022 as the record date for stockholders entitled to vote at the special meeting; the meeting date has not yet been set. This continues the merger approval process without changing the terms.
27 Oct 2022asset acquisition disposition▲ GoodMajor
On 2022-10-21 Brigham Minerals, LLC completed the Midland Acquisition from the Avant Royalties entities, paying cash of about $130,694,484, less the $6,625,000 already deposited in escrow. This closes the deal agreed on 2022-08-22 (headline price $132.5 million then); the filing does not explain the difference in figures.
11 Oct 2022business combination● Neutral
On 2022-10-11 the new Sitio holding company filed its Form S-4 (the proxy/consent statement and prospectus) for the Brigham merger. It is not yet effective and may change. This is a procedural step on the merger announced in September; no new terms are given here.
9 Sept 2022business combination● NeutralMajor
The merger agreement with Sitio sets the terms: each Brigham Class A share converts into 1.133 shares of the new parent's Class A stock (Class B into 1.133 Class C), with Brigham holders owning about 46% of the combined company. Closing needs approval from both companies' stockholders, Hart-Scott-Rodino clearance, an effective S-4 and NYSE listing. The outside date is June 6, 2023, the board would be nine directors (five from Sitio, four from Brigham), and Brigham owes a $65,000,000 termination fee if it changes its recommendation or takes a superior proposal (Sitio owes $75,000,000 in a specified breach-plus-alternative-deal scenario). Brigham shareholders are not yet bought out; this sets out the terms they would receive if it closes.
6 Sept 2022business combination● NeutralMajor
On 2022-09-06 Brigham agreed to be acquired by Sitio Royalties Corp. in an all-stock deal, after which Sitio shareholders would own about 54.0% and Brigham shareholders about 46.0% of the combined company on a fully diluted basis. This filing furnishes the press release and investor presentation; the deal still needs shareholder votes and an SEC-effective Form S-4. It follows the all-cash Avant Midland Acquisition agreed two weeks earlier, which this filing still describes as pending.
26 Aug 2022material agreement▲ GoodMajor
On 2022-08-22 Brigham Minerals, LLC agreed to buy mineral and royalty interests in the Midland Basin (the 'Midland Acquisition') from Avant Royalties entities for $132,500,000 in cash, with $6,625,000 held in escrow as a deposit. Closing is expected in Q4 2022 (outside date November 30, 2022), effective July 1, 2022, to be funded by cash on hand and borrowings under the revolving credit facility. This is a larger, all-cash deal than the earlier stock-and-cash acquisitions.
8 June 2022debt financing▲ Good
On 2022-06-03 a Fifth Amendment to the Wells Fargo credit facility raised the borrowing base and commitments from $230.0 million to $290.0 million. It also moved the interest benchmark from LIBOR to term SOFR plus a 0.10% fixed adjustment, with existing LIBOR borrowings kept at their original pricing until their interest periods end. This continues the series of increases from $135.0 million in July 2021.
10 Feb 2022capital raising announcement▲ Good
On 2022-02-04 the company and Brigham Minerals, LLC agreed to buy mineral and fee surface interests from Echo Minerals AC, LLC and Echo Minerals AC II, LLC. Expected consideration is $15,000,000 cash plus 800,000 new Class A shares, with closing expected in Q2 2022 and an effective date of 2021-12-01. This continues the pattern of paying for acquisitions partly in stock, as with the Rearden deal.
17 Dec 2021capital raising announcement▲ GoodMajor
The Rearden acquisition from Principle Energy and Regal Petroleum announced in November closed, with $43,082,583 cash and 2,180,128 Class A shares delivered to the sellers (slightly below the originally expected amounts, part of the shares held in escrow). The same filing records a Fourth Amendment raising the credit facility's borrowing base and commitments from $165.0 million to $230.0 million. A registration rights agreement lets the sellers resell their shares, with lock-up periods ending January 13 and March 15, 2022.
8 Nov 2021capital raising announcement▲ GoodMajor
On 2021-11-03 the company's subsidiary Rearden Minerals agreed to buy mineral and royalty interests from Principle Energy and Regal Petroleum (Regal Royalty). Expected consideration is $43,850,000 in cash plus 2,218,962 new Class A shares, with closing expected in Q4 2021 and an effective date of 2021-08-01. Issuing shares to the sellers would add to the share count; the sellers are restricted from selling them until January 13, 2022.
9 July 2021debt financing● Neutral
On 2021-07-07 the Wells Fargo-led credit facility (borrower Brigham Resources, LLC) was amended to raise the borrowing base and commitments from $135.0 million to $165.0 million. The amendment also added conditions on paying dividends or distributions: leverage of at most 3.00x and liquidity of at least 10% of total revolving commitments.
15 June 2020material agreement● Neutral
Selling stockholders sold 6,600,000 Class A shares to Credit Suisse in an offering that closed 2020-06-12, with an option for 990,000 more. The company received no proceeds and will receive none if the option is exercised, so this is existing holders selling down rather than new money for the company.
16 Dec 2019material agreement▲ GoodMajor
The follow-on stock offering registered earlier in December 2019 closed on 2019-12-16: 11,000,000 Class A shares at $18.10, of which the company sold 6,000,000 and selling stockholders sold 5,000,000. The underwriters also exercised in full their option for 1,650,000 additional shares from the selling stockholders. The company received about $103.6 million net, which it plans to put into Brigham Minerals Holdings, LLC to repay its revolving credit facility debt and fund future mineral and royalty acquisitions; it got no proceeds from the selling stockholders' shares.
29 Apr 2019asset acquisition disposition● NeutralMajor
The corporate plumbing behind Brigham Minerals' April 2019 flotation: a master reorganization that recapitalised Brigham Minerals Holdings, pushed the pre-IPO owners' interests down into it directly, and set up the usual two-class structure - the listed company contributed its offering proceeds for 14.5 million holding-company units and handed 28,777,802 Class B shares to the legacy owners, who now hold economics through the LLC rather than the listed shares.
16 Apr 2019listing compliance notice▲ GoodMajor
the exchange certified MNRL Sub Inc.'s securities for listing, clearing them to begin trading.