UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 6, 2022
SITIO ROYALTIES CORP.
(Exact name of registrant as specified in its
charter)
| Delaware |
001-38158 |
82-0820780 |
|
(State or other jurisdiction
of incorporation) |
(Commission
File Number)
|
(IRS Employer
Identification No.) |
1401 Lawrence Street, Suite 1750
Denver, CO 80202
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (720) 640-7620
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s)
|
|
Name of each exchange
on which registered |
|
Class
A common stock, par value $0.0001 per share |
|
STR |
|
New
York Stock Exchange
|
| Warrants to purchase Class A common stock |
|
STR WS |
|
NYSE American |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
| Item | 7.01. Regulation FD Disclosure. |
On September 6, 2022, Sitio Royalties Corp.,
a Delaware corporation (the “Company”), issued a press release announcing its entry into an Agreement and Plan of Merger
(the “Merger Agreement”), dated as of September 6, 2022, by and among the Company, Sitio Royalties Operating
Partnership, LP, a Delaware limited partnership (“Sitio Opco”), Snapper Merger Sub I, Inc., a Delaware corporation and
wholly owned subsidiary of the Company (“New Parent”), Snapper Merger Sub II, LLC, a Delaware limited liability company
and wholly owned subsidiary of Sitio Opco (“Merger Sub”), Brigham Minerals Inc., a Delaware corporation
(“Brigham”), and Brigham Minerals Holdings, LLC, a Delaware limited liability company (“Brigham Opco”),
pursuant to which, subject to the satisfaction or waiver of the conditions set forth therein, at the applicable effective time (i) a
newly formed Delaware corporation wholly owned by New Parent will merge with and into Brigham, with Brigham continuing as the
surviving corporation and as a wholly owned subsidiary of New Parent, (ii) a newly formed Delaware corporation wholly owned by New
Parent will merge with and into the Company, with the Company continuing as the surviving corporation and as a wholly owned
subsidiary of New Parent, and (iii) Merger Sub will merge with and into Brigham Opco, with Brigham Opco continuing as the surviving
entity and as a wholly owned subsidiary of Sitio Opco (the “Merger”). The press release is attached hereto as Exhibit
99.1 and incorporated by reference herein.
Furnished as Exhibit 99.2 hereto and incorporated
into this Item 7.01 by reference is the investor presentation that the Company has prepared to use in connection with the transactions
contemplated by the Merger Agreement.
The information in Item 7.01 is being furnished
and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing made
by the Company under the Securities Act or the Exchange Act, except as otherwise set forth herein or as shall be expressly set forth by
specific reference in such a filing.
Forward-Looking Statements
The
information in this Current Report on Form 8-K includes “forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. All statements, other than statements of present or historical
fact included herein, regarding the proposed Merger between Brigham and the Company, the likelihood that the conditions to the consummation
of the Merger will be satisfied on a timely basis or at all, Brigham’s and the Company’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 the Company’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 the Company 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 the Company 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 the Company. These risks include, but are not limited to, the post-combination company’s
ability to successfully integrate Brigham’s and the Company’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 the Company will not, or
that following the Merger, the combined company will not, be able to retain and hire key personnel; the risk associated with Brigham’s
and the Company’s ability to obtain the approvals of their respective shareholders 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; the Company’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 the Company’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 the Company’s expectations and projections can
be found in Brigham’s periodic filings with the U.S. Securities and Exchange Commission (“SEC”), including Brigham’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 the Company’s periodic filings with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2021, Part II, Item 1A “Risk Factors” in the Company’s Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K. Brigham’s and the Company’s SEC filings are available publicly on the SEC’s website at www.sec.gov.
No
Offer or Solicitation
This
communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities
or a solicitation of any vote or approval, in any jurisdiction, pursuant to the Merger or otherwise, nor shall there be any sale, issuance,
exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Important
Additional Information
In
connection with the Merger, the post-combination company, Snapper Merger Sub I, Inc. (the “combined company”), will file with
the SEC a registration statement on Form S-4, which will include a proxy statement of Brigham, a consent solicitation statement of the
Company and a prospectus of the combined company. The Merger will be submitted to Brigham’s shareholders for their consideration.
Brigham, the Company and the combined company may also file other documents with the SEC regarding the Merger. After the registration
statement has been declared effective by the SEC, a definitive consent solicitation statement/proxy statement/prospectus will be mailed
to the shareholders of Brigham and the Company. This document is not a substitute for the registration statement and consent solicitation
statement/proxy statement/prospectus that will be filed with the SEC or any other documents that Brigham, the Company or the combined
company may file with the SEC or send to shareholders of Brigham or the Company in connection with the Merger. INVESTORS AND SHAREHOLDERS
OF BRIGHAM ARE URGED TO READ THE REGISTRATION STATEMENT AND CONSENT SOLICITATION STATEMENT/PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES
AVAILABLE AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS.
Investors
and shareholders will be able to obtain free copies of the registration statement and the consent solicitation statement/proxy statement/prospectus
(when available) and all other documents filed or that will be filed with the SEC by Brigham, the Company or the combined company, through
the website maintained by the SEC at http://www.sec.gov.
Participants
in the Solicitation
Brigham, the Company and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from Brigham shareholders in connection with the Merger. Information regarding
the directors and executive officers of Brigham is set forth in Brigham’s Definitive Proxy Statement on Schedule 14A for its 2022
Annual Meeting of Shareholders, which was filed with the SEC on April 13, 2022. Information regarding the directors and executive officers
of the Company is set forth in the Company’s Definitive Proxy Statement on Schedule 14A for its Special Meeting of Shareholders,
which was filed with the SEC on May 5, 2022, and certain of its Current Reports on Form 8-K. Other information regarding the participants
in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained
in the consent solicitation statement/proxy
statement/prospectus
and other relevant materials to be filed with the SEC when they become available. You may obtain free copies of these documents through
the website maintained by the SEC at http://www.sec.gov.
Item
9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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SITIO ROYALTIES CORP. |
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By: |
/s/ Brett Riesenfeld |
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Brett Riesenfeld |
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Executive Vice President, General Counsel and Secretary |
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Dated: September 6, 2022
Sitio Royalties (NYSE:STR)
過去 株価チャート
から 6 2024 まで 7 2024
Sitio Royalties (NYSE:STR)
過去 株価チャート
から 7 2023 まで 7 2024
