0001745797FALSE00017457972021-12-152021-12-15
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): December 15, 2021
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BRIGHAM MINERALS, INC.
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(Exact name of Registrant as specified in its charter)
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Delaware
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001-38870
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83-1106283
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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5914 W. Courtyard Drive,
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Suite 200
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Austin,
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TX
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78730
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(Address of principal executive offices) (Zip Code)
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Registrant’s telephone number, including area code:
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(512)
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220-6350
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____________________
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 (see General Instruction A.2. below):
☐ 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
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A common stock, par value $0.01
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MNRL
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17CFR§240.12b-2).
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 1.01 Entry into a Material Definitive Agreement.
On December 15, 2021, Brigham Resources, LLC (“Brigham Resources”), a wholly-owned subsidiary of the registrant, as borrower, entered into the Fourth Amendment (the “Fourth Amendment”) to the Credit Agreement among Brigham Resources, the financial institutions party thereto, and Wells Fargo Bank, N.A., as administrative agent, (the “Credit Agreement”). The Fourth Amendment, among other things, evidenced an increase of the borrowing base and elected commitments under the Credit Agreement from $165.0 million to $230.0 million, respectively.
The foregoing description of the Fourth Amendment is a summary only and is qualified in its entirety by reference to the Fourth Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The disclosures of the material terms and conditions of the Fourth Amendment contained in Item 1.01 above are hereby incorporated into this Item 2.03 by reference.
Item 3.02. Unregistered Sales of Equity Securities.
See Item 8.01 of this Current Report on Form 8-K, which is incorporated into this Item 3.02 by reference.
Item 7.01. Regulation FD Disclosure.
On December 17, 2021, Brigham Minerals, Inc. (the “Company”) issued a press release announcing the completion of the previously announced acquisition in which Rearden Minerals, LLC, a wholly owned subsidiary of the Company (“Rearden”), acquired certain mineral and royalty assets (the “Acquisition”) from Principle Energy, LLC and Regal Petroleum LLC (D/B/A Regal Royalty, LLC), in each case, an unrelated seller (collectively, the “Sellers”). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is deemed to be “furnished” and shall not be deemed “filed” for the purpose 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 such information and Exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act.
Item 8.01. Other Events.
Upon closing of the Acquisition, the Company and Rearden delivered to the Sellers $43,082,583 of cash consideration and 2,180,128 shares of the Company’s Class A common stock, par value $0.01 per share (the “Acquisition Shares”), less and except a certain portion of the Acquisition Shares that were deposited into escrow to support the Sellers’ indemnification obligations under the Purchase and Sale Agreement dated November 3, 2021 (the “Purchase and Sale Agreement”).
In connection with the closing of the Acquisition, the Company entered into a customary registration rights agreement with the Sellers, pursuant to which the Company agreed to file and use commercially reasonable efforts to cause to become effective within 30 days after the closing date a shelf registration statement and prospectus supplement under the Securities Act to permit the resale of the Acquisition Shares by the Sellers. Pursuant to the terms of the Purchase and Sale Agreement, the Sellers have agreed not to transfer, sell, pledge, hypothecate or otherwise dispose of the Acquisition Shares, other than certain permitted transfers, during the period that begins on the closing date and ends on January 13, 2022 with respect to 100% of the Acquisition Shares. During the period that begins on January 14, 2022 and ends on March 15, 2022, the Sellers will have the opportunity to transfer, sell, pledge, hypothecate or otherwise dispose of the Acquisition Shares in certain increments. The Sellers may transfer, sell, pledge, hypothecate or otherwise dispose of all of the Acquisition Shares after March 15, 2022.
The foregoing description of the registration rights agreement is a summary only and is qualified in its entirety by reference to the agreement, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number
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Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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 hereunto duly authorized.
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Date:
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December 17, 2021
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BRIGHAM MINERALS, INC.
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By:
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/s/ Kari A. Potts
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Name:
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Kari A. Potts
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Title:
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Vice President, General Counsel, Compliance Officer and
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Corporate Secretary
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EXHIBIT 4.1
Execution Version
REGISTRATION RIGHTS AGREEMENT
BY AND AMONG
BRIGHAM MINERALS, INC.,
PRINCIPLE ENERGY, LLC
AND
REGAL PETROLEUM LLC (D/B/A REGAL ROYALTY, LLC)
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 15, 2021 by and among Brigham Minerals, Inc., a Delaware corporation (“Brigham”), and the stockholders from time to time party to this Agreement.
WHEREAS, this Agreement is made in connection with the acquisition of certain assets of Principle Energy, LLC, a Louisiana limited liability company (“Principle”), and Regal Petroleum LLC (d/b/a Regal Royalty, LLC), a Louisiana limited liability company (“Regal” and, together with Principle, the “Sellers” and each a “Seller”), in exchange for cash and the issuance of shares of Brigham’s Class A common stock, par value $0.01 per share (the “Purchased Common Stock”), to the Holders pursuant to the purchase and sale agreement (the “Purchase Agreement”), dated as of November 3, 2021, by and among Rearden Minerals, LLC, a Delaware limited liability company, Brigham, Principle and Regal;
WHEREAS, Brigham has agreed to provide the registration and other rights set forth in this Agreement for the benefit of the Sellers pursuant to the Purchase Agreement; and
WHEREAS, it is a condition to the obligations of each party to the Purchase Agreement that this Agreement be executed and delivered by each of the Sellers and Brigham.
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party hereto, the parties hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. Capitalized terms used herein without definition shall have the meanings given to them in the Purchase Agreement. The terms set forth below are used herein as so defined:
“Agreement” has the meaning specified therefor in the introductory paragraph.
“Brigham” has the meaning specified therefor in the introductory paragraph.
“Commission” means the Securities and Exchange Commission.
“Effectiveness Period” has the meaning specified therefor in Section 2.01(a).
“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations promulgated by the Commission thereunder.
“Holder” means the holder of any Registrable Securities.
“Losses” has the meaning specified therefor in Section 2.05(a).
“Person” means any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity and any government or agency or political subdivision thereof.
“Purchase Agreement” has the meaning specified therefor in the Recitals of this Agreement.
“Purchased Common Stock” has the meaning specified therefor in the Recitals of this Agreement.
“Registrable Securities” means the Purchased Common Stock until no longer Registrable Securities pursuant to the provisions of Section 1.02.
“Registration Statement” has the meaning specified therefor in Section 2.01(a) of this Agreement.
“Seller” and “Sellers” have the meanings specified therefor in the introductory paragraph of this Agreement.
“Seller Affiliate” has the meaning specified therefor in Section 2.05(b).
“Selling Holder” means a Holder who is selling Registrable Securities pursuant to a Registration Statement.
“Underwritten Offering” means an offering (including an offering pursuant to a Registration Statement) in which shares of Brigham’s Class A common stock are sold to an underwriter on a firm commitment basis for reoffering to the public or an offering that is a “bought deal” with one or more investment banks.
Section 1.02 Registrable Securities. Any Registrable Security will cease to be a Registrable Security when: (a) a registration statement covering such Registrable Security has become effective and such Registrable Security has been sold or disposed of pursuant to such effective registration statement or (b) such Registrable Security can be (or has been) disposed of (excluding transfers or assignments by a Holder to an Affiliate or to another Holder or any of its Affiliates) pursuant to Rule 144(b) (or any similar provision then in force) under the Securities Act without regard to volume or manner of sale limitations.
ARTICLE II
REGISTRATION RIGHTS
Section 2.01 Registration. Brigham shall prepare, file (if not previously filed) and use commercially reasonable efforts to cause to become effective within 30 days after the Closing Date a shelf registration statement and prospectus supplement under the Securities Act to permit the resale of the Registrable Securities from time to time, including as permitted by Rule 415 under the Securities Act (or any similar provision then in force), under the Securities Act with respect to all of the Registrable Securities in accordance with the method or methods of
disposition thereof (other than an Underwritten Offering) as may be reasonably requested by the Selling Holders in writing prior to the filing of the Registration Statement or prospectus supplement, as applicable (the “Registration Statement”). A Registration Statement filed pursuant to this Section 2.01 shall be on such appropriate registration form of the Commission as shall be selected by Brigham; provided that such Registration Statement shall permit the resale of the Registrable Securities in accordance with the method or methods of disposition thereof (other than an Underwritten Offering) as may be reasonably requested by the Selling Holders in writing prior to the filing of the Registration Statement. Brigham will use its commercially reasonable efforts to cause the Registration Statement filed pursuant to this Section 2.01 to remain continuously effective, including by filing any supplements or amendments thereto, under the Securities Act until the earlier of (i) the date as of which all such Registrable Securities are sold by the Holders or cease to be Registrable Securities or (ii) three years from the initial effective date of such Registration Statement or prospectus supplement, if later (the “Effectiveness Period”). The Registration Statement when it becomes effective (including the documents incorporated therein by reference) shall comply in all material respects as to form with all applicable requirements of the Securities Act and the Exchange Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
Section 2.02 Sale Procedures. In connection with a Registration Statement prepared pursuant to Section 2.01, Brigham shall:
(a) if the Registration Statement is not automatically effective upon filing, use commercially reasonable efforts to cause such Registration Statement to become effective as promptly as reasonably practicable;
(b) promptly as practicable respond to any and all comments received from the Commission, with a view towards causing such Registration Statement or any amendment thereto to be declared effective by the Commission as soon as practicable and shall file an acceleration request, if necessary, as soon as practicable following the resolution or clearance of all Commission comments or, if applicable, following notification by the Commission that any such Registration Statement or any amendment thereto will not be subject to review;
(c) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective for the Effectiveness Period and as may be necessary to comply in all material respects with the provisions of the Securities Act with respect to the disposition of all the Registrable Securities;
(d) if applicable, use its commercially reasonable efforts to register or qualify the Registrable Securities covered by the Registration Statement or any other registration statement contemplated by this Agreement under the securities or “blue sky” laws of such jurisdictions as the Selling Holders may reasonably request and do any and all other acts and things that may be reasonably necessary or advisable to enable any Selling Holder to consummate the disposition of the Registrable Securities in such jurisdiction; provided, however, that Brigham will not be required to qualify generally to transact business in any jurisdiction
where it is not then required to so qualify or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject;
(e) furnish to each Selling Holder such numbers of copies of such Registration Statement, each amendment and supplement thereto, each prospectus (including each preliminary prospectus and prospectus supplement) and such other documents as such Selling Holder may reasonably request in order to facilitate the disposition of the Registrable Securities;
(f) promptly as practicable notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered by any of them under the Securities Act, of (i) the filing of the Registration Statement or any prospectus or prospectus supplement to be used in connection therewith, or any amendment or supplement thereto, and, with respect to such Registration Statement or any post-effective amendment thereto, when the same has become effective; and (ii) any written comments from the Commission with respect to any filing referred to in clause (i) and any written request by the Commission for amendments or supplements to the Registration Statement or any prospectus or prospectus supplement thereto;
(g) promptly notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of (i) the happening of (but not the nature or details concerning) any event as a result of which the prospectus or prospectus supplement contained in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (ii) the issuance or threat of issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or the initiation of any proceedings for that purpose; or (iii) the receipt by Brigham of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction. Following the provision of such notice, Brigham agrees to as promptly as practicable amend or supplement the prospectus or prospectus supplement or take other appropriate action so that the prospectus or prospectus supplement does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and to take such other action as is necessary to remove a stop order, suspension, threat thereof or proceedings related thereto and shall, at the request of any Selling Holder promptly furnish to such Selling Holder a reasonable number of copies of a supplement to or an amendment of such prospectus, or a revised prospectus, as may be necessary so that, as thereafter delivered to the purchasers of such securities, the prospectus or prospectus supplement does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
(h) otherwise use its commercially reasonable efforts to comply in all material respects with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;
(i) cause all such Registrable Securities registered pursuant to this Agreement to be listed on each securities exchange on which similar securities issued by Brigham are then listed;
(j) use its commercially reasonable efforts to cause the Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of Brigham to enable the Selling Holders to consummate the disposition of such Registrable Securities; and
(k) provide a transfer agent and registrar for all Registrable Securities covered by such registration statement, in each case not later than the effective date of the Registration Statement.
Each Selling Holder, upon receipt of notice from Brigham of the happening of any event of the kind described in Section 2.02(g) of this Agreement, shall forthwith discontinue disposition of the Registrable Securities until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.02(g) of this Agreement or until it is advised in writing by Brigham that the use of the prospectus may be resumed.
Section 2.03 Cooperation by Holders. Brigham shall promptly provide written notice to a Holder to the extent that, in the opinion of counsel to Brigham, information related to such Holder is reasonably required for the Registration Statement or prospectus supplement, as applicable, to comply with the Securities Act.
Section 2.04 Expenses. Brigham shall not be responsible for legal fees incurred by Holders in connection with the exercise of such Holders’ rights hereunder. Brigham shall pay all Commission, securities exchange, listing, inclusion, compliance and filing fees, legal fees and expenses of its counsel, fees of its accountants and other advisors and its internal expenses in connection with its performance of this Agreement, and each Selling Holder shall pay all selling expenses in connection with any sale of its Registrable Securities hereunder.
Section 2.05 Indemnification.
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(a) By Selling Holders. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless Brigham, its directors, officers, agents and representatives, and each Person, if any, who controls Brigham within the meaning of the Securities Act or of the Exchange Act, and its directors, officers, agents and representatives, against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in the Registration Statement or any preliminary prospectus or final prospectus included therein, or any amendment or supplement thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the net proceeds received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
(b) By Brigham. Brigham agrees to indemnify and reimburse, to the fullest extent permitted by law, each Selling Holder, and each of its employees, advisors, agents, representatives, partners, members, officers, and directors and each Person who controls such
Selling Holder (within the meaning of the Securities Act or the Exchange Act) and any agent or investment advisor thereof (collectively, the “Seller Affiliates”) (i) against any and all Losses based upon, arising out of, related to or resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement or prospectus or any amendment thereof or supplement thereto, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) against any and all Losses to the extent of the aggregate amount paid in settlement of any litigation or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon, arising out of, related to or resulting from any such untrue statement or omission or alleged untrue statement or omission, and (iii) against any and all costs and expenses (including reasonable fees and disbursements of counsel) as may be reasonably incurred in investigating, preparing or defending against any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon, arising out of, related to or resulting from any such untrue statement or omission or alleged untrue statement or omission, or such violation of the Securities Act or Exchange Act, to the extent that any such expense or cost is not paid under clause (i) or (ii) above; except insofar as any such statements are made in reliance upon information furnished to Brigham in writing by such Selling Holder or any Seller Affiliate thereof expressly for use therein.
(c) Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give such notice shall not limit the rights of such Person) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, or there may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying party, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (A) the indemnifying party has agreed to pay such fees or expenses or (B) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person. If such defense is not assumed by the indemnifying party as permitted hereunder, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld, conditioned or delayed). If such defense is assumed by the indemnifying party pursuant to the provisions hereof, such indemnifying party shall not settle or otherwise compromise the applicable claim unless (i) such settlement or compromise contains a full and unconditional release of the indemnified party or (ii) the indemnified party otherwise consents in writing (which consent will not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the reasonable fees and disbursements of such additional counsel or counsels.
(d) Contribution. If the indemnification provided for in this Section 2.05 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions which resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of net proceeds received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss which is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.
(e) Other Indemnification. The provisions of this Section 2.05 shall be in addition to any other rights to indemnification or contribution which an indemnified party may have pursuant to law, equity, contract or otherwise.
Section 2.06 Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission that may permit the sale of the Registrable Securities to the public without registration, Brigham agrees to use its commercially reasonable efforts to:
(a) make and keep public information regarding Brigham available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times from and after the date hereof; and
(b) file with the Commission in a timely manner all reports and other documents required of Brigham under the Securities Act and the Exchange Act at all times from and after the date hereof.
ARTICLE III
MISCELLANEOUS
Section 3.01 Communications. All notices and other communications provided for or permitted hereunder shall be made in writing by facsimile, electronic mail, courier service or personal delivery:
(a) if to Holder, at c/o Principle Energy, LLC, 800 Gessner Road, Suite 1110, Houston, Texas 77024, Attn: Richard Hamilton, rhamilton@principleenergyllc.com, or such other address set forth under that Holder’s signature block or provided by such Holder from time to time; and
(b) if to Brigham, at 5914 W. Courtyard Drive, Suite 200, Austin, Texas 78730, Attn: Kari A. Potts, kpotts@brighamminerals.com, with a copy to Vinson & Elkins L.L.P., 1001 Fannin Street, Suite 2500, Houston, Texas 77002, Attn: Thomas G. Zentner, tzentner@velaw.com.
All such notices and communications shall be deemed to have been received: at the time delivered by hand, if personally delivered; when receipt acknowledged, if sent via facsimile or electronic mail; and when actually received, if sent by courier service or any other means.
Section 3.02 Successor and Assigns. This Agreement shall inure to the benefit of and be binding upon the Holders and the successors and assigns of each of the parties; provided, however, that any transfer shall not be effective for purposes of this Agreement until (A) the transferor shall furnish to Brigham written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned and (B) such transferee shall agree to be subject to all restrictions set forth in this Agreement. Each Holder agrees that any transferee of any Registrable Securities shall be bound by this Agreement whether or not such transferee expressly agrees to be bound.
Section 3.03 Recapitalization, Exchanges, Etc. Affecting the Stock of Brigham. The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all stock of Brigham or any successor or assign of Brigham (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for or in substitution of, the Registrable Securities, and shall be appropriately adjusted for combinations, stock splits, reverse stock splits, stock dividends, recapitalizations and the like occurring after the date of this Agreement.
Section 3.04 Specific Performance. Damages in the event of breach of this Agreement by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed that each such Person, in addition to and without limiting any other remedy or right it may have, will have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the parties hereto hereby waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. The existence of this right will not preclude any such Person from pursuing any other rights and remedies at law or in equity which such Person may have.
Section 3.05 Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute the same Agreement.
Section 3.06 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
Section 3.07 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York. Each of the parties irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in in the Borough of Manhattan in the City of New York and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.
Section 3.08 Severability of Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting or impairing the validity or enforceability of such provision in any other jurisdiction.
Section 3.09 Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior contracts or agreements with respect to the subject matter hereof and the matters addressed or governed hereby, whether oral or written.
Section 3.10 Amendment. This Agreement may be amended only by means of a written amendment signed by Brigham and the Holders of a majority of the then-outstanding Registrable Securities.
Section 3.11 No Presumption. If any claim is made by a party relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular party or its counsel.
[The remainder of this page is intentionally left blank]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
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BRIGHAM MINERALS, INC.
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By:
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/s/ Robert M. Roosa
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Name:
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Robert M. Roosa
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Title:
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Chief Executive Officer
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[Signature Page to Registration Rights Agreement]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
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PRINCIPLE ENERGY, LLC
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By:
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/s/ Richard J. Hamilton, III
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Name:
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Richard J. Hamilton, III
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Title:
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President
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REGAL PETROLEUM, LLC
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By:
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/s/ Richard J. Hamilton, III
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Name:
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Richard J. Hamilton, III
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Title:
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President
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[Signature Page to Registration Rights Agreement]
Fourth Amendment to Credit Agreement
This Fourth Amendment to Credit Agreement (this “Fourth Amendment”), dated December 15, 2021 (the “Fourth Amendment Effective Date”), is among Brigham Resources, LLC, a Delaware limited liability company (the “Borrower”); each of the undersigned guarantors, if any (the “Guarantors”, and together with the Borrower, the “Credit Parties”); each of the Banks (including each of the New Banks (as defined below)) party hereto; and Wells Fargo Bank, N.A., as administrative agent for the Banks (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
Recitals
A. The Borrower, the Administrative Agent and the Banks are parties to that certain Credit Agreement dated as of May 16, 2019 (as amended prior to the date hereof, the “Credit Agreement”), pursuant to which the Banks have, subject to the terms and conditions set forth therein, made certain credit available to and on behalf of the Borrower.
B. The Borrower has requested that each of KeyBank, National Association, Comerica Bank and Independent Bank dba Independent Financial (each, a “New Bank”, and collectively, the “New Banks”) become a Bank under the Credit Agreement with a Maximum Credit Amount, Elected Commitment Amount and Applicable Percentage as of the Fourth Amendment Effective Date in the amounts shown on Schedule 1 to the Credit Agreement (as amended hereby).
C. The Borrower has advised the Administrative Agent and the Banks that certain of its Subsidiaries has entered into that certain Purchase and Sale Agreement dated as of November 3, 2021 (as executed, without giving effect to any subsequent amendment or modification thereto, the “Principle Acquisition Agreement”) by and among Principle Energy, LLC and Regal Petroleum LLC (d/b/a Regal Royalty, LLC), as sellers, and Rearden Minerals, LLC and Brigham Minerals, LLC, as buyers (in such capacity, the “Buyers”). Pursuant to the Principle Acquisition Agreement, the Buyers will acquire the “Assets” (as defined in the Principle Acquisition Agreement) (herein referred to as the “Principle Assets” and the acquisition under the Principle Acquisition Agreement, the “Principle Acquisition”).
D. The parties hereto desire to enter into this Fourth Amendment to, among other things, (i) evidence the increase of the Borrowing Base from $165,000,000 to $230,000,000, (ii) evidence the increase of the Aggregate Elected Commitment Amount from $165,000,000 to $230,000,000, and (iii) amend certain terms of the Credit Agreement, in each case, as set forth herein and to be effective as of the Fourth Amendment Effective Date.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1. Defined Terms. Each capitalized term which is defined in the Credit Agreement, but which is not defined in this Fourth Amendment, shall have the meaning ascribed to such term in the Credit Agreement, as amended hereby. Unless otherwise indicated, all section references in this Fourth Amendment refer to the Credit Agreement.
Section 2. Amendments. In reliance on the representations, warranties, covenants and agreements contained in this Fourth Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, the Credit Agreement shall be amended effective as of the Fourth Amendment Effective Date in the manner provided in this Section 2.
2.1 Additional Definition. Section 1.2 of the Credit Agreement is hereby amended to add thereto in alphabetical order the following definition which shall read in full as follows:
“Fourth Amendment” means that certain Fourth Amendment to Credit Agreement dated as of December 15, 2021, among Borrower, the Guarantors party thereto, the Administrative Agent and the Banks party thereto.
2.2 Restated Definitions. The definitions of the following terms contained in Section 1.2 of the Credit Agreement are hereby amended and restated in their respective entireties to read in full as follows:
“Applicable Margin” means, on any date, with respect to each Eurodollar Tranche or Adjusted Base Rate Tranche, an amount determined by reference to the ratio of Outstanding Revolving Credit to the Borrowing Base, on such date, in accordance with the table below:
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Pricing Level
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Ratio of Outstanding Revolving Credit to Borrowing Base
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Applicable Margin for Eurodollar Tranches
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Applicable Margin for Adjusted Base Rate Tranches
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I
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≥90%
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3.50%
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2.50%
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II
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≥75% but<90%
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3.25%
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2.25%
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III
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≥50% but <75%
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3.00%
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2.00%
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IV
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≥25% but <50%
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2.75%
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1.75%
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V
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<25%
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2.50%
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1.50%
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Each change in the Applicable Margin shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change; provided that, if at any time Borrower fails to deliver a Reserve Report pursuant to Section 4.1, then the “Applicable Margin” means the rate per annum set forth on the grid when the Ratio of Outstanding Revolving Credit to the Borrowing Base is at its highest level until such Reserve Report is delivered.
“Interest Period” means, with respect to each Eurodollar Tranche, the period commencing on the Borrowing Date or Conversion Date applicable to such Tranche and ending one, three, six, or, if available to all Banks, twelve months
thereafter, as Borrower may elect in the applicable Request for Borrowing; provided that: (a) any Interest Period which would otherwise end on a day which is not a Eurodollar Business Day shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Eurodollar Business Day; (b) any Interest Period which begins on the last Eurodollar Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (c) below, end on the last Eurodollar Business Day of a calendar month; and (c) no Interest Period with respect to any Eurodollar Tranche shall extend past the Termination Date.
“Loan Papers” means this Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Notes, the Facility Guaranty, the Mortgages, the Security Agreement, the other Security Instruments, each Letter of Credit now or hereafter executed and/or delivered, each Fee Letter (excluding any term sheets attached thereto), and all other certificates, agreements or instruments delivered in connection with this Agreement by any Credit Party (or any officer thereof), as the foregoing may be amended from time to time. Hedge Agreements do not constitute Loan Papers.
2.3 Replacement of Schedule 1 to the Credit Agreement. Schedule 1 to the Credit Agreement is hereby replaced in its entirety with Schedule 1 hereto and Schedule 1 hereto shall be deemed to be attached as Schedule 1 to the Credit Agreement. After giving effect to this Fourth Amendment, the amendments to the Credit Agreement set forth in Section 2 hereof and any Borrowings made on the Fourth Amendment Effective Date, (a) each Bank (including each New Bank) who holds Loans in an aggregate amount less than its Applicable Percentage of all Loans shall advance new Loans which shall be disbursed to the Administrative Agent and used to repay Loans outstanding to each Bank who holds Loans in an aggregate amount greater than its Applicable Percentage of all Loans, (b) each Bank’s (including each New Bank’s) participation in each Letter of Credit, if any, shall be automatically adjusted to equal its Applicable Percentage, (c) such other adjustments shall be made as the Administrative Agent shall specify so that the Outstanding Revolving Credit applicable to each Bank (including each New Bank) equals its Applicable Percentage of the aggregate Outstanding Revolving Credit of all of the Banks and (d) upon request by each applicable Bank, the Borrower shall be required to make any break funding payments owing to such Bank that are required under Section 3.3 of the Credit Agreement as a result of the reallocation of Loans and adjustments described in this Section 2.3.
2.4 Amendment to Exhibit B to the Credit Agreement. Exhibit B to the Credit Agreement is hereby amended by deleting the reference of “two (2),” therein.
Section 3. Borrowing Base. In reliance on the representations, warranties, covenants and agreements contained in this Fourth Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, the Administrative Agent and the Banks hereby agree that, effective as of the Fourth Amendment Effective Date, the Borrowing Base is hereby increased from $165,000,000 to $230,000,000. The Borrowing Base shall remain at such level until the next Determination Date or other adjustment to the Borrowing Base thereafter,
whichever occurs first pursuant to the Credit Agreement. The Borrower, the Administrative Agent and the Banks agree that the Determination provided for in this Section 3 will constitute the Periodic Determination scheduled for on or about November 1, 2021 for the purposes of Section 4.2 of the Credit Agreement and shall not be construed or deemed to be a Special Determination for purposes of Section 4.3 of the Credit Agreement.
Section 4. Aggregate Elected Commitment Amount Increase. In reliance on the representations, warranties, covenants and agreements contained in this Fourth Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, each Bank (including each New Bank) hereby agrees that, effective as of the Fourth Amendment Effective Date and after giving effect to Section 2.3 hereof, the Aggregate Elected Commitment Amount shall be increased from $165,000,000 to $230,000,000 and each Bank’s Elected Commitment under the Credit Agreement shall be the amount set forth opposite such Bank’s name on Schedule 1 to the Credit Agreement (as amended hereby) under the caption “Elected Commitment”.
Section 5. Conditions Precedent. The effectiveness of this Fourth Amendment is subject to the following:
5.1 Counterparts. The Administrative Agent shall have received counterparts of this Fourth Amendment from the Credit Parties and each of the Banks (including the New Banks).
5.2 Notes. The Administrative Agent shall have received duly executed Notes (or any amendment and restatement thereof, as the case may be) payable to each Bank requesting a Note (or amendment and restatement thereof, as the case may be) in a principal amount equal to its Maximum Credit Amount (as amended hereby) dated as of the Fourth Amendment Effective Date.
5.3 Mortgage and Title. After giving effect to the Principle Acquisition and any additional title information and Security Instruments delivered by the Credit Parties in connection therewith, (a) the Administrative Agent shall have received reasonably satisfactory title information on the Credit Parties’ Proved Mineral Interests (including the Principle Assets) evaluated in the Specified Reserve Report (as defined below) to the extent required by Section 5.2 of the Credit Agreement and (b) the Mortgaged Properties shall represent at least the Required Reserve Value of all of the Credit Parties’ Proved Mineral Interests (including the Principle Assets) evaluated in the Reserve Report prepared by the Borrower and dated as of October 1, 2021 (as supplemented by any applicable Reserve Report or engineering database delivered to the Banks prior to the Fourth Amendment Effective Date relating to the Principle Assets) (collectively, the “Specified Reserve Report”).
5.4 Environmental Review. The Administrative Agent shall be reasonably satisfied with the environmental condition of the Principle Assets.
5.5 Absence of Liens on the Principle Assets. The Administrative Agent shall have received evidence reasonably satisfactory to it (including mortgage releases and UCC-3 financing statement terminations, as applicable) that all Liens on the Principle Assets associated with any credit facilities and funded debt have been released or terminated, subject only to the filing of applicable terminations and releases. The Administrative Agent shall have received
appropriate UCC search certificates and county-level real property record search results with respect to the Principle Assets, for any jurisdiction requested by the Administrative Agent.
5.6 Closing Certificate. The Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower certifying: (a) that attached to such certificate are true, accurate and complete copies of the Principle Acquisition Agreement and all other material agreements and assignments (including any assignments and bills of sale) executed and delivered in connection with the Principle Acquisition (collectively, the “Principle Acquisition Documents”), which Principle Acquisition Documents shall be reasonably acceptable to the Administrative Agent, (b) that substantially concurrently with any Borrowings on the Fourth Amendment Effective Date, the Borrower is consummating the Principle Acquisition and acquiring all of the Principle Assets contemplated by the Principle Acquisition Documents substantially in accordance with the terms of the Principle Acquisition Documents (other than the Mineral Interests set forth in a schedule attached to such certificate which are not acquired by the Borrower or any other Credit Party on the Fourth Amendment Effective Date and the basis therefor, if any (it being understood that that the Borrowing Base on the Fourth Amendment Effective Date may be reduced by the Required Banks as a result of such non-acquired Mineral Interests by an amount not to exceed the Recognized Value attributed to such non-acquired Mineral Interests evaluated in the Specified Reserve Report)) without any material waiver or amendment thereof not otherwise reasonably acceptable to the Administrative Agent, and (c) as to the final purchase price for the Principle Assets after giving effect to all adjustments as of the closing date contemplated by the Principle Acquisition Documents.
5.7 Other Fees and Expenses. The Administrative Agent shall have received all fees separately agreed to by the Borrower with the Arranger, Administrative Agent, and/or any Bank and any fees and other amounts due and payable pursuant to Section 14.3 of the Credit Agreement, in each case, on or prior to the Fourth Amendment Effective Date.
5.8 Other Documents. The Administrative Agent shall have received such other documents as the Administrative Agent or counsel to the Administrative Agent may reasonably request.
Section 6 New Banks. Each New Bank hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Bank thereunder and under each and every other Loan Paper to which any Bank is required to be bound by the Credit Agreement, to the same extent as if such New Bank were an original signatory thereto. Each New Bank hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Bank represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Fourth Amendment, to consummate the transactions contemplated hereby and to become a Bank under the Credit Agreement, (b) it has received a copy of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fourth Amendment and to become a Bank on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Bank, (c) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in
order to become a Bank and (d) from and after the Fourth Amendment Effective Date, it shall be a party to and be bound by the provisions of the Credit Agreement (as amended by this Fourth Amendment) and the other Loan Papers and have the rights and obligations of a Bank thereunder.
Section 7 Miscellaneous.
7.1 Confirmation and Effect. The provisions of the Credit Agreement (as amended by this Fourth Amendment) shall remain in full force and effect in accordance with its terms following the effectiveness of this Fourth Amendment, and this Fourth Amendment shall not constitute a waiver of any provision of the Credit Agreement or any other Loan Paper, except as expressly provided for herein. Each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the Credit Agreement as amended hereby, and each reference to the Credit Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby.
7.2 Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (a) acknowledges the terms of this Fourth Amendment, (b) ratifies and affirms its obligations under the Credit Agreement, the Facility Guaranty and the other Loan Papers to which it is a party, (c) acknowledges, renews and extends its continued liability under the Credit Agreement, the Facility Guaranty and the other Loan Papers to which it is a party, (d) agrees that the amendments hereby shall not limit or impair any Liens securing the Obligations and its guarantee under the Facility Guaranty to which it is a party remains in full force and effect with respect to the Obligations as amended hereby, (e) represents and warrants to the Banks and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Facility Guaranty and the other Loan Papers to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to the amendments set forth in Section 2 hereof except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (f) represents and warrants to the Banks and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fourth Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fourth Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Banks and the Administrative Agent that, after giving effect to this Fourth Amendment, no Default or Event of Default has occurred which is continuing and no Borrowing Base Deficiency exists.
7.3 Counterparts. This Fourth Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Fourth Amendment
by facsimile or electronic (e.g. pdf) transmission shall be effective as delivery of a manually executed original counterpart hereof.
7.4 No Oral Agreement. This written Fourth Amendment, the Credit Agreement and the other Loan Papers executed in connection herewith and therewith represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or unwritten oral agreements of the parties. There are no subsequent oral agreements between the parties that modify the agreements of the parties in the Credit Agreement and the other Loan Papers.
7.5 Governing Law. This Fourth Amendment (including, but not limited to, the validity and enforceability hereof) shall be governed by, and construed in accordance with, the laws of the State of New York.
7.6 Payment of Expenses. The Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with this Fourth Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.
7.7 Severability. Any provision of this Fourth Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
7.8 Successors and Assigns. This Fourth Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
7.9 Loan Paper. The parties hereto agree that this Fourth Amendment shall constitute a “Loan Paper” under and as defined in the Credit Agreement, as amended hereby.
[Signature Pages Follow.]
The parties hereto have caused this Fourth Amendment to be duly executed as of the day and year first above written.
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BORROWER:
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BRIGHAM RESOURCES, LLC,
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a Delaware limited liability company
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By:
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/s/ Blake Williams
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Name:
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Blake Williams
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Title:
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Chief Financial Officer
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[SIGNATURE PAGE TO FOURTH AMENDMENT TO CREDIT AGREEMENT - BRIGHAM RESOURCES, LLC]
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GUARANTORS:
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BRIGHAM MINERALS, LLC,
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a Delaware limited liability company
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By:
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/s/ Blake Williams
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Name:
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Blake Williams
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Title:
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Chief Financial Officer
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REARDEN MINERALS, LLC,
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a Delaware limited liability company
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By:
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/s/ Blake Williams
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Name:
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Blake Williams
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Title:
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Chief Financial Officer
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BRIGHAM RESOURCES
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MANAGEMENT HOLDINGS, INC.,
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a Delaware corporation
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By:
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/s/ Blake Williams
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Name:
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Blake Williams
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Title:
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Chief Financial Officer
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BRIGHAM RESOURCES
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MANAGEMENT, LLC.
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a Delaware limited liability company
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By:
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/s/ Blake Williams
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Name:
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Blake Williams
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Title:
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Chief Financial Officer
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[SIGNATURE PAGE TO FOURTH AMENDMENT TO CREDIT AGREEMENT - BRIGHAM RESOURCES, LLC]
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WELLS FARGO BANK, N.A.,
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as Administrative Agent and a Bank
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By:
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/s/ Tim Green
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Name:
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Tim Green
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Title:
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Director
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[SIGNATURE PAGE TO FOURTH AMENDMENT TO CREDIT AGREEMENT - BRIGHAM RESOURCES, LLC]
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BARCLAYS BANK PLC,
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as a Bank
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By:
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/s/ Craig Malloy
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Name:
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Craig Malloy
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Title:
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Director
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[SIGNATURE PAGE TO FOURTH AMENDMENT TO CREDIT AGREEMENT - BRIGHAM RESOURCES, LLC]
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GOLDMAN SACHS BANK USA,
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as a Bank
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By:
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/s/ Dan Starr
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Name:
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Dan Starr
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Title:
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Authorized Signatory
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[SIGNATURE PAGE TO FOURTH AMENDMENT TO CREDIT AGREEMENT - BRIGHAM RESOURCES, LLC]
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PNC Bank, National Association, as
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successor to BBVA USA,
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as a Bank
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By:
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/s/ Julia Barnhill
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Name:
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Julia Barnhill
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Title:
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Vice President
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[SIGNATURE PAGE TO FOURTH AMENDMENT TO CREDIT AGREEMENT - BRIGHAM RESOURCES, LLC]
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ROYAL BANK OF CANADA,
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as a Bank
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By:
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/s/ Kristan Spivey
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Name:
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Kristan Spivey
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Title:
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Authorized Signatory
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[SIGNATURE PAGE TO FOURTH AMENDMENT TO CREDIT AGREEMENT - BRIGHAM RESOURCES, LLC]
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CREDIT SUISSE AG, CAYMAN
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ISLANDS BRANCH,
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as a Bank
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By:
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/s/ Nupur Kumar
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Name:
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Nupur Kumar
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Title:
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Authorized Signatory
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By:
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/s/ Daniel Kogan
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Name:
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Daniel Kogan
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Title:
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Authorized Signatory
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[SIGNATURE PAGE TO FOURTH AMENDMENT TO CREDIT AGREEMENT - BRIGHAM RESOURCES, LLC]
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UBS AG, STAMFORD BRANCH,
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as a Bank
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By:
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/s/ Houssem Daly
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Name:
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Houssem Daly
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Title:
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Director
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By:
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/s/ Dionne Robinson
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Name:
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Dionne Robinson
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Title:
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Associate Director
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[SIGNATURE PAGE TO FOURTH AMENDMENT TO CREDIT AGREEMENT - BRIGHAM RESOURCES, LLC]
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KEYBANK, NATIONAL
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ASSOCIATION,
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as a New Bank
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By:
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/s/ Kyle Gruen
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Name:
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Kyle Gruen
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Title:
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Vice President
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[SIGNATURE PAGE TO FOURTH AMENDMENT TO CREDIT AGREEMENT - BRIGHAM RESOURCES, LLC]
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COMERICA BANK,
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as a New Bank
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By:
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/s/ Britney P. Geidel
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Name:
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Britney P. Geidel
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Title:
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Assistant Vice President
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[SIGNATURE PAGE TO FOURTH AMENDMENT TO CREDIT AGREEMENT - BRIGHAM RESOURCES, LLC]
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INDEPENDENT BANK DBA
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INDEPENDENT FINANCIAL,
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as a New Bank
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By:
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/s/ Philip Mortimer
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Name:
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Philip Mortimer
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Title:
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Vice President
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[SIGNATURE PAGE TO FOURTH AMENDMENT TO CREDIT AGREEMENT - BRIGHAM RESOURCES, LLC]
SCHEDULE 1
BANKS; ELECTED COMMITMENTS AND MAXIMUM CREDIT AMOUNT
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Bank
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Maximum Credit Amount
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Elected Commitment
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Applicable Percentage
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Wells Fargo Bank, N.A.
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$82,608,695.67
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$38,000,000.00
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16.52173915%
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Barclays Bank PLC
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$52,173,913.05
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$24,000,000.00
|
10.43478261%
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PNC Bank, National Association, as successor to BBVA USA
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$52,173,913.05
|
$24,000,000.00
|
10.43478261%
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Goldman Sachs Bank USA
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$52,173,913.05
|
$24,000,000.00
|
10.43478261%
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|
KeyBank, National Association
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$52,173,913.05
|
$24,000,000.00
|
10.43478261%
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|
Royal Bank of Canada
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$52,173,913.05
|
$24,000,000.00
|
10.43478261%
|
|
Comerica Bank
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$39,130,434.77
|
$18,000,000.00
|
7.82608695%
|
|
Credit Suisse AG, Cayman Islands Branch
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$39,130,434.77
|
$18,000,000.00
|
7.82608695%
|
|
Independent Bank dba Independent Financial
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$39,130,434.77
|
$18,000,000.00
|
7.82608695%
|
|
UBS AG, Stamford Branch
|
$39,130,434.77
|
$18,000,000.00
|
7.82608695%
|
|
Totals:
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$500,000,000.00
|
$230,000,000.00
|
100.00000000%
|
|
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Administrative Agent
|
Address for Notice
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Wells Fargo Bank, N.A.
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Credit Contact:
1700 Lincoln St, Sixth Floor MAC: C7300-061 Denver, Colorado
Attn: Tim Green
Tel: (303) 863-6765
Fax: (303) 863-5196
Email: tim.green@wellsfargo.com
Primary Operations Contact:
1525 W WT Harris Blvd.
Charlotte, NC 28262
MAC D1109-019
Attn: Syndication Agency Services
Fax: 704-590-3481
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BRIGHAM MINERALS, INC. ANNOUNCES COMPLETION OF DJ BASIN MINERAL AND ROYALTY INTEREST ACQUISITION
AUSTIN, Texas – Brigham Minerals, Inc. (NYSE: MNRL) (“Brigham Minerals” or “the Company”), a leading mineral and royalty interest acquisition company, today announced that it has completed its previously announced acquisition of certain mineral and royalty interest in the DJ Basin for approximately $43 million of cash and 2.2 million shares of Class A common stock subject to certain post-closing adjustments (the “DJ Acquisition”).
Concurrent with the closing of the DJ Acquisition, the Company completed a borrowing base redetermination including the DJ Acquisition which resulted in a $230 million borrowing base with $137 million of undrawn capacity post funding the cash portion of the DJ Acquisition.
•2022 estimated production totaling between 1,100 to 1,200 boepd and 50% liquids
•2022 estimated high teens EBITDA yield(1)
•Anticipate increasing quarterly base dividend 7% to $0.15 per share in 2022(2)
•August 1st effective date
•December 15th close date
•$230 million borrowing base with $137 million of undrawn capacity
(1)Non-GAAP measure. See “Non-GAAP Financial Measures” below.
(2)Future declarations of dividends are subject to approval by the Board and to the Board’s continuing determination that the declarations of dividends are in the best interests of the Company and its shareholders. Future dividends may be adjusted at the Board’s discretion based on market conditions and capital availability.
Non-GAAP Financial Measures
EBITDA yield is a non-GAAP supplemental financial measure used by our management and by external users of our financial statements such as investors, research analysts and others to assess the financial performance of our assets and their ability to sustain dividends over the long term without regard to financing methods, capital structure or historical cost basis.
We define EBITDA yield as projected EBITDA divided by enterprise value.
EBITDA yield does not represent and should not be considered an alternative to, or more meaningful than, net income or any other measure of financial performance presented in accordance with GAAP as measures of our financial performance. EBITDA yield has important limitations as an analytical tool because it excludes some but not all items that affect net income, the most directly comparable GAAP financial measure. Our computation of EBITDA yield may differ from computations of similarly titled measures of other companies.
Cautionary Statement Concerning Forward-Looking Statements
This press release contains forward-looking statements. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include the expectations of plans, strategies, objectives and anticipated financial and operating results of the Company, including production and other guidance within this press release. These statements are based on certain assumptions made by the Company based on management’s experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include, but are not limited to, continued downturns or delays in resuming operator activity due to commodity price fluctuations, the Company’s ability to integrate acquisitions into its existing business, changes in oil, natural gas and NGL prices, weather and environmental conditions, the timing of planned capital expenditures, availability of and competition for acquisitions, operational factors affecting the commencement or maintenance of producing wells on the Company’s properties, the condition of the capital markets generally, as well as the Company’s ability to access them, the proximity to and capacity of transportation, uncertainties regarding environmental regulations or litigation, global or
national health events, including the ongoing spread and economic effects of the ongoing COVID-19 pandemic, potential future pandemics, the actions of the Organization of Petroleum Exporting Countries and other significant producers and governments and the ability of such producers to agree to and maintain oil price and production controls and other legal or regulatory developments affecting the Company’s business and other important factors. These and other applicable uncertainties, factors and risks are described more fully in the Company's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2020, and any subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, the Company’s actual results and plans could differ materially from those expressed in any forward-looking statements.
Any forward-looking statement speaks only as of the date on which such statement is made and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise except as required by applicable law.
About Brigham Minerals, Inc.
Brigham Minerals 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 Minerals’ assets are located in the Permian Basin in Texas and New Mexico, the SCOOP and STACK plays in the Anadarko Basin of Oklahoma, the DJ Basin in Colorado and Wyoming, and the Williston Basin in North Dakota. The Company’s primary business objective is to maximize risk-adjusted total return to its shareholders by both capturing organic growth in its existing assets as well as leveraging its highly experienced technical evaluation team to continue acquiring minerals.
Contacts
At the Company:
Brigham Minerals, Inc.
Blake C. Williams
Chief Financial Officer
(512) 220-1500
InvestorRelations@brighamminerals.com
