8-K
filed December 29, 2022, 6:59 PM ET
CIK 0001703785
M&A
confidence high
sentiment positive
materiality 0.85
STR Sub Inc.: M&A transaction — Sitio Royalties completes merger with Brigham Minerals, creating combined mineral and royalty leader
STR Sub Inc.
- Merger effective Dec 29, 2022; 91% of Sitio stockholders approved via written consent.
- Former Sitio common stock delisted from NYSE; trading suspended Dec 28, 2022.
- Borrowing base under credit facility reaffirmed at $300M; $450M senior notes amended.
- Directors Steven Jones and Allen Li resigned; Christopher Conoscenti and Carrie Osicka appointed.
- Warrants now exercisable for New Sitio Class A common stock under amended warrant agreement.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Steven Jones resigned as Director at STR Sub Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Steven Jones and Allen Li each resigned and ceased to be directors of Former Sitio
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Allen Li resigned as Director at STR Sub Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Steven Jones and Allen Li each resigned and ceased to be directors of Former Sitio
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Carrie Osicka was appointed as Director at STR Sub Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Christopher L. Conoscenti and Carrie Osicka were designated and appointed as the sole directors of Former Sitio’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christopher L. Conoscenti was appointed as Director at STR Sub Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Christopher L. Conoscenti and Carrie Osicka were designated and appointed as the sole directors of Former Sitio’s board of directors
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
STR Sub Inc. underwent a change of control involving Sitio Royalties Corp. (closed 2022-12-29).
- Action
- change of control
- Counterparty
- Sitio Royalties Corp.
- Closing
- 2022-12-29
Exact text from the filing
As part of the Mergers, Former Sitio became a wholly owned subsidiary of New Sitio.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
STR Sub Inc. completed an acquisition involving Brigham Minerals, Inc. (closed 2022-12-29).
- Action
- acquisition
- Counterparty
- Brigham Minerals, Inc.
- Closing
- 2022-12-29
Exact text from the filing
As a result, effective as of December 29, 2022, the Mergers were consummated in accordance with the Merger Agreement.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
STR Sub Inc. amended Amendment to the Second Amended and Restated Agreement of Limited Partnership of Opco LP with Sitio Royalties GP, LLC valued at Amends Opco LPA to replace references to Former Sitio with New Sitio and provides for cash settlemen (effective 2022-12-29).
- Action
- amendment
- Counterparty
- Sitio Royalties GP, LLC
- Value
- Amends Opco LPA to replace references to Former Sitio with New Sitio and provides for cash settlemen
- Effective
- 2022-12-29
Exact text from the filing
In connection with the Closing, Sitio Royalties GP, LLC, a Delaware limited liability company and wholly owned subsidiary of Former Sitio, entered into an amendment (the “ Sitio Opco LPA Amendment ”) to the Second Amended and Restated Agreement of Limited Partnership of Opco LP (as amended, the “ Sitio Opco LPA ”) as the sole general partner of Opco LP.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
STR Sub Inc. amended Fourth Amendment to Credit Agreement with Opco LP, other guarantors, Bank of America, N.A. valued at Amends Former Sitio Credit Agreement to permit Mergers, reaffirm borrowing base at $300,000,000, des (effective 2022-12-29).
- Action
- amendment
- Agreement
- credit facility
- Counterparty
- Opco LP, other guarantors, Bank of America, N.A.
- Value
- Amends Former Sitio Credit Agreement to permit Mergers, reaffirm borrowing base at $300,000,000, des
- Effective
- 2022-12-29
Exact text from the filing
On December 29, 2022, Opco LP and the other guarantors party thereto entered into that certain Fourth Amendment to Credit Agreement (the “ RBL Fourth Amendment ”), pursuant to which, among other things, the Credit Agreement was amended to (i) permit the consummation of, and the transactions contemplated by, the Mergers described above, (ii) reaffirm the borrowing base under the Former Sitio Credit Agreement at $300,000,000, (iii) designate certain subsidiaries of Brigham as unrestricted subsidiaries (the “ Brigham Unrestricted Subsidiaries ”), (iv) require that the Brigham Unrestricted Subsidiaries become restricted subsidiaries under the Former Sitio Credit Agreement on or before June 30, 2023 and (v) include restrictions on the amount of debt that can be incurred by the Brigham Unrestricted Subsidiaries before they are designated as restricted subsidiaries under the RBL Credit Agreement.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
STR Sub Inc. amended First Amendment to Note Purchase Agreement with Opco LP, guarantors, U.S. Bank Trust Company, National Association valued at Amends Note Purchase Agreement to designate Brigham Unrestricted Subsidiaries as unrestricted, requi (effective 2022-12-29).
- Action
- amendment
- Agreement
- notes offering
- Counterparty
- Opco LP, guarantors, U.S. Bank Trust Company, National Association
- Value
- Amends Note Purchase Agreement to designate Brigham Unrestricted Subsidiaries as unrestricted, requi
- Effective
- 2022-12-29
Exact text from the filing
On December 29, 2022, Opco LP and the guarantors entered into that certain First Amendment to Note Purchase Agreement (the “ NPA First Amendment ”), pursuant to which, among other things, the Note Purchase Agreement was amended to (i) ( designate the Brigham Unrestricted Subsidiaries as unrestricted subsidiaries under the Note Purchase Agreement, (ii) require that the Brigham Unrestricted Subsidiaries become restricted subsidiaries under the Note Purchase Agreement and the RBL Credit Agreement (as defined in the Note Purchase Agreement on or before June 30, 2023 (iii) postpone the automatic 0.75% (or, in certain circumstances, 1.75%) reduction of the applicable margin on the 2026 Senior Notes from the date when the Mergers are consummated to the date when the Brigham Unrestricted Subsidiaries are designated as restricted subsidiaries under the Note Purchase Agreement and (iv) include restrictions on the amount of debt that can be incurred by the Brigham Unrestricted Subsidiaries before
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
STR Sub Inc. amended Warrant Assignment, Assumption and Amendment Agreement with New Sitio, Former Sitio, Continental Stock Transfer & Trust Company valued at Amends Existing Warrant Agreement to provide for assumption by New Sitio; all Former Sitio warrants (effective 2022-12-29).
- Action
- amendment
- Counterparty
- New Sitio, Former Sitio, Continental Stock Transfer & Trust Company
- Value
- Amends Existing Warrant Agreement to provide for assumption by New Sitio; all Former Sitio warrants
- Effective
- 2022-12-29
Exact text from the filing
New Sitio, Former Sitio and Continental Stock Transfer & Trust Company, a New York corporation (“ Continental ”) entered into that certain Assignment, Assumption and Amendment Agreement (the “ Warrant Agreement Amendment ”).
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
STR Sub Inc. shareholders approved Adopt and approve the Merger Agreement and the Mergers.
- Proposal
- merger approval
- Outcome
- passed
Exact text from the filing
Sitio received written consents from stockholders holding 76,366,807 shares of Sitio Common Stock, approving the proposal to adopt and approve the Merger Agreement and the Mergers.
View on SEC.gov
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