Past year: ▲ 54%(21.09 – 35.43 USD)
Each one in plain English, with the numbers worked through for a shareholder.
31 Jan 2023substantial holder notice● Neutral
Pine Brook Road Advisors, L.P, Pine Brook BXP Intermediate, L.P, Pine Brook BXP II Intermediate, L.P, Pine Brook PD Intermediate, L.P, PBRA, LLC, Pine Brook Capital Partners II, L.P, Pine Brook Road Associates II, L.P, Howard H. Newman reported no remaining MNRL Sub Inc. shareholding in its periodic institutional filing.
9 Jan 2023listing compliance notice▼ BadMajor
MNRL Sub Inc. deregistered its securities, ending its obligation to file reports with the SEC.
5 Jan 2023securities registration● Neutral
MNRL Sub Inc. amended an already-effective registration statement.
5 Jan 2023securities registration● Neutral
MNRL Sub Inc. amended an already-effective registration statement.
3 Jan 2023director interest notice● Neutral
MNRL Sub Inc. director Richard K Stoneburner disposed of 31,796 shares via option/appreciation-right settlement.
3 Jan 2023director interest notice● Neutral
MNRL Sub Inc. director A Lance Langford disposed of 21,988 shares via option/appreciation-right settlement.
3 Jan 2023director interest notice● Neutral
MNRL Sub Inc. Executive Chairman Ben M Brigham disposed of 2,535,806 shares via option/appreciation-right settlement.
3 Jan 2023director interest notice● Neutral
MNRL Sub Inc. VP & Chief Accounting Officer Ivan Alexandrov Gaidarov acquired 99,512 shares and disposed of 214,067 in a set of related equity transactions.
3 Jan 2023director interest notice● Neutral
MNRL Sub Inc. director Gayle Burleson disposed of 7,405 shares via option/appreciation-right settlement.
3 Jan 2023director interest notice● Neutral
MNRL Sub Inc. VP, Gen. Counsel and Secretary Kari Arneil Potts acquired 167,210 shares and disposed of 242,592 in a set of related equity transactions.
3 Jan 2023director interest notice● Neutral
MNRL Sub Inc. Chief Executive Officer Robert M. Roosa acquired 731,274 shares and disposed of 1,768,128 in a set of related equity transactions.
3 Jan 2023director interest notice● Neutral
MNRL Sub Inc. Chief Financial Officer Blake C. Williams acquired 309,932 shares and disposed of 698,165 in a set of related equity transactions.
3 Jan 2023director interest notice● Neutral
MNRL Sub Inc. director John R Sult disposed of 56,796 shares via option/appreciation-right settlement.
3 Jan 2023director interest notice● Neutral
MNRL Sub Inc. director James R. Levy disposed of 31,796 shares via option/appreciation-right settlement.
3 Jan 2023director interest notice● Neutral
MNRL Sub Inc. director Jon-al Duplantier disposed of 15,300 shares via option/appreciation-right settlement.
3 Jan 2023director interest notice● Neutral
MNRL Sub Inc. director Stacy Hock disposed of 7,405 shares via option/appreciation-right settlement.
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.
7 Dec 2022director interest notice● Neutral
MNRL Sub Inc. Chief Executive Officer Robert M. Roosa sold 6,250 shares.
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.
3 Nov 2022quarterly activities report● Neutral
MNRL Sub Inc. reported quarterly revenue of $94.2 million and net income of $38.5 million for the period ended 2022-09-30.
3 Nov 2022quarterly activities report● Neutral
MNRL Sub Inc. reported quarterly revenue of $94.2 million and net income of $38.5 million for the period ended 2022-09-30.
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.
8 Sept 2022director interest notice● Neutral
MNRL Sub Inc. Chief Executive Officer Robert M. Roosa sold 6,250 shares.
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.
