History
Brigham Minerals listed in 2019, grew through stock-and-cash and all-cash mineral acquisitions, then merged into Sitio Royalties in December 2022 and left the NYSE and SEC reporting.
2019: Listing and a first raising
The record opens in April 2019, when the exchange certified the company's securities for listing and Brigham Minerals floated on the market. Behind the flotation was a reorganization of Brigham Minerals Holdings. The listed company put its offering proceeds into the holding company in return for 14,500,000 units, and the legacy owners received 28,777,802 Class B shares. Those shares meant the legacy owners held their economic stake through the LLC rather than through listed shares.
In December 2019 a follow-on offering closed at $18.10 a share. Of 11,000,000 Class A shares sold, the company sold 6,000,000 and selling stockholders sold 5,000,000. Underwriters also took up in full an option for 1,650,000 more shares from the selling stockholders. The company received about $103.6 million net, which it planned to use to repay revolving credit facility debt and fund future mineral and royalty acquisitions. It received nothing from the selling stockholders' shares.
The record is then quiet until late 2021.
2021: Buying Rearden
On 2021-11-03 the subsidiary Rearden Minerals agreed to buy mineral and royalty interests from Principle Energy and Regal Petroleum. The expected price was $43,850,000 in cash plus 2,218,962 new Class A shares. The deal closed on 2021-12-17 with $43,082,583 in cash and 2,180,128 Class A shares delivered, slightly below the expected amounts, with part of the shares held in escrow. The sellers' lock-up periods, during which they could not sell the shares, ended on January 13 and March 15, 2022. The same filing recorded a Fourth Amendment lifting the credit facility's borrowing base and commitments from $165.0 million to $230.0 million.
2022: A cash deal, then a merger
On 2022-08-22 Brigham Minerals, LLC agreed to buy Midland Basin mineral and royalty interests from Avant Royalties entities for $132,500,000 in cash, with $6,625,000 held in escrow as a deposit. It was to be funded by cash on hand and borrowings under the revolving credit facility. The deal was larger and all-cash, unlike the earlier stock-and-cash purchases. It closed on 2022-10-21, with cash of about $130,694,484 paid, less the escrow deposit. The filing does not explain the difference from the headline price.
Two weeks after signing the Avant deal, on 2022-09-06, Brigham agreed to be acquired by Sitio Royalties Corp. in an all-stock deal. Each Brigham Class A share would convert into 1.133 shares of the new parent's Class A stock, leaving Brigham holders with about 46% of the combined company and Sitio holders about 54%. The board was to have nine directors, five from Sitio and four from Brigham. Brigham would owe a $65,000,000 termination fee if it changed its recommendation or accepted a superior proposal.
2022-2023: The end of a listed company
Brigham stockholders approved the merger on December 28, and it closed on 2022-12-29. Class A shares converted at 1.133 into the new Sitio Royalties Corp. Class A stock, and Class B shares into Class C at the same ratio. Brigham's shares were suspended from the NYSE and a Form 25 delisting was filed. The same day, a sixth credit agreement amendment permitted the merger and set June 30, 2023 as the date to refinance or terminate the credit agreement.
On 2023-01-09 the entity, now carried as MNRL Sub Inc., deregistered its securities, ending its obligation to file reports with the SEC. As of that date it was a wholly owned subsidiary of the new Sitio parent and no longer a separately listed company.
Written from the 12 story beats below (2019 to 9 Jan 2023), which come from the company's own announcements and filings.