Brigham Minerals, Inc. Stockholders Approve Merger with Sitio Royalties Corp.
29 12월 2022 - 6:15AM
Business Wire
Brigham Minerals, Inc. (NYSE: MNRL) (“Brigham” or the “Company”)
today announced the stockholders of the Company voted in favor of
all proposals necessary for the closing of the previously announced
merger (the “Merger”) between Brigham and Sitio Royalties Corp.
(“Sitio”). The Merger is anticipated to close on December 29,
2022.
At the special meeting of Brigham stockholders held today, more
than 81.2% of the shares of Brigham common stock were represented,
and more than 99.7% of the votes cast were in favor of the
Merger.
As previously announced, Brigham stockholders will receive 1.133
shares of Class A common stock of Snapper Merger Sub I, Inc. (“New
Sitio”) for each share of Brigham Class A common stock owned and
1.133 shares of New Sitio Class C common stock for each share of
Brigham Class B common stock owned. Brigham Minerals Holdings, LLC
(“Opco LLC”) unitholders will receive 1.133 common units
representing limited partnership interests in Sitio Royalties
Operating Partnership, LP for each unit in Opco LLC owned.
At the close of trading today, Brigham Class A common stock will
no longer be listed for trading on the New York Stock Exchange.
In addition, in connection with the closing of the Merger, Gayle
Burleson, Jon-Al Duplantier, Richard Stoneburner and John (“J.R.”)
Sult will join the New Sitio board of directors. Ms. Burleson, Mr.
Duplantier, Mr. Stoneburner and Mr. Sult each served on Brigham’s
board of directors until the closing of the Merger.
About Brigham Minerals, Inc.
Brigham is an Austin, Texas, based company that acquires and
actively manages a portfolio of mineral and royalty interests in
the core of some of the most active, highly economic, liquids-rich
resource basins across the continental United States. Brigham’s
assets are located in the Delaware and Midland Basins in West Texas
and New Mexico, the Anadarko Basin of Oklahoma, the DJ Basin in
Colorado and Wyoming, and the Williston Basin in North Dakota.
Brigham’s primary business objective is to maximize risk-adjusted
total return to its stockholders by both capturing organic growth
in its existing assets as well as leveraging its highly experienced
technical evaluation team to continue acquiring minerals.
Forward-Looking Statements
This communication relates to the proposed Merger between
Brigham and Sitio and the information included herein and in any
oral statements made in connection herewith include
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended (the “Securities Act”), and
Section 21E of the Securities Exchange Act of 1934, as amended. All
statements, other than statements of present or historical fact
included herein, regarding the proposed Merger between Brigham and
Sitio, the likelihood that the conditions to the consummation of
the Merger will be satisfied on a timely basis or at all, Brigham’s
and Sitio’s ability to consummate the Merger at any time or at all,
the benefits of the Merger and the post-combination company’s
future financial performance following the Merger, as well as the
post-combination company’s strategy, future operations, financial
position, estimated revenues, and losses, projected costs,
prospects, plans and objectives of management are forward looking
statements. When used herein, including any oral statements made in
connection herewith, the words “may,” “could,” “believe,”
“anticipate,” “intend,” “estimate,” “expect,” “project” and similar
expressions and the negative of such words and similar expressions
are intended to identify forward-looking statements, although not
all forward-looking statements contain such identifying words.
These forward-looking statements are based on Brigham’s and Sitio’s
management’s current expectations and assumptions about future
events and are based on currently available information as to the
outcome and timing of future events. Such statements may be
influenced by factors that could cause actual outcomes and results
to differ materially from those projected. Except as otherwise
required by applicable law, Brigham and Sitio disclaim any duty to
update any forward-looking statements, all of which are expressly
qualified by the statements in this section, to reflect events or
circumstances after the date hereof. Brigham and Sitio caution you
that these forward-looking statements are subject to all of the
risks and uncertainties, most of which are difficult to predict and
many of which are beyond the control of Brigham and Sitio. These
risks include, but are not limited to, the post-combination
company’s ability to successfully integrate Brigham’s and Sitio’s
businesses and technologies; the risk that the expected benefits
and synergies of the Merger may not be fully achieved in a timely
manner, or at all; the risk that Brigham or Sitio will not, or that
following the Merger, the combined company will not, be unable to
retain and hire key personnel; the risk associated with Brigham’s
and Sitio’s ability to obtain the approvals of their respective
stockholders required to consummate the Merger and the timing of
the closing of the Merger, including the risk that the conditions
to the transaction are not satisfied on a timely basis or at all or
the failure of the transaction to close for any other reason or to
close on the anticipated terms, including the anticipated tax
treatment; the risk that any regulatory approval, consent or
authorization that may be required for the Merger is not obtained
or is obtained subject to conditions that are not anticipated;
unanticipated difficulties or expenditures relating to the
transaction, the response of business partners and retention as a
result of the announcement and pendency of the transaction; Sitio’s
ability to finance the combined company (including the repayment of
certain of Brigham’s indebtedness) on acceptable terms or at all;
uncertainty as to the long-term value of the combined company’s
common stock; and the diversion of Brigham’s and Sitio’s
management’s time on transaction-related matters. Should one or
more of the risks or uncertainties described herein and in any oral
statements made in connection therewith occur, or should underlying
assumptions prove incorrect, actual results and plans could
different materially from those expressed in any forward-looking
statements. Additional information concerning these and other
factors that may impact Brigham’s and Sitio’s expectations and
projections can be found in Brigham’s periodic filings with the
U.S. Securities and Exchange Commission (“SEC”), including Brigham
Mineral’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2021 and any subsequent Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K and Sitio’s periodic filings with
the SEC, including Sitio’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2021, Part II, Item 1A “Risk
Factors” in Sitio’s Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K. Brigham’s and Sitio’s SEC filings are
available publicly on the SEC’s website at www.sec.gov.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221228005353/en/
Brigham Minerals: Blake C. Williams Chief Financial
Officer (512) 220–1500 InvestorRelations@brighamminerals.com
Brigham Minerals (NYSE:MNRL)
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