19 Aug 2025listing compliance notice● NeutralMajor
STR Sub Inc.'s exchange filed to remove a class of its securities from listing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
9 Jan 2023listing compliance notice▼ BadMajor
STR Sub Inc. deregistered its securities, ending its obligation to file reports with the SEC.
29 Dec 2022listing compliance notice● NeutralMajor
STR Sub Inc.'s exchange filed to remove a class of its securities from listing.
29 Dec 2022business combination● NeutralMajor
The Brigham merger closed effective December 29, 2022. Sitio holders' consents were received and Brigham stockholders approved at their December 28 meeting. This company (formerly Sitio Royalties Corp.) is now STR Sub Inc., a wholly owned subsidiary of New Sitio, which took the Sitio Royalties Corp. name. Trading in its common stock was suspended after December 28 and NYSE was asked to file a Form 25 to delist and deregister it. Its warrants are now exercisable for New Sitio Class A shares. The credit agreement was also amended, keeping the borrowing base at $300 million, requiring certain Brigham subsidiaries to become restricted subsidiaries by June 30, 2023, and delaying the 2026 notes' margin step-down until then. This resolves the Brigham merger thread, and the separate public listing of this entity ends.
23 Nov 2022business combination● NeutralMajor
Sitio and Brigham issued the definitive consent solicitation statement/proxy statement/prospectus on November 23, 2022, with mailing from about November 25. Brigham's stockholder meeting is set for December 28, 2022. Each Sitio Class A or C share converts one-for-one into New Sitio, Brigham shares convert at 1.133, and Sitio holders would own about 54% and Brigham holders about 46%. Sitio holders with about 83.7% of the voting power have signed support agreements to vote in favour, so Sitio's approval looks likely (an inference). This continues the Brigham thread.
14 Nov 2022business combination● Neutral
On November 14, 2022 New Sitio filed an amended Form S-4 for the Brigham merger, which is still not effective and may change. Sitio's board also set November 18, 2022 as the record date for stockholders entitled to sign written consents approving the merger agreement. This continues the Brigham thread and moves toward the Sitio stockholder consent. No new deal terms are given.
25 Oct 2022business combination● Neutral
On October 25, 2022 Sitio posted an updated investor presentation about the pending Brigham merger and furnished it as an exhibit. The visible text is mostly legal boilerplate and says the Form S-4 has been filed but is not yet effective. The presentation's own content is cut off, so no new figures or deal terms can be reported. This continues the Brigham thread.
11 Oct 2022business combination● Neutral
On October 11, 2022 the new parent company (New Sitio) filed its Form S-4 registration statement covering the Brigham merger. It is not yet effective and may change. This continues the Brigham thread and is a step toward the stockholder votes. The filing itself adds no new deal terms.
23 Sept 2022debt financing● NeutralMajor
On September 21, 2022 Sitio OpCo issued $450 million of senior unsecured notes due September 21, 2026 and used part of the proceeds to repay the 364-day bridge loan in full, ending it. This resolves the open bridge-loan refinancing thread, since the bridge had been due June 2023. The notes carry an interest margin of 6.50% over adjusted Term SOFR, falling to 5.75% after the Brigham merger closes. The credit agreement was also amended (third amendment) to permit the notes.
12 Sept 2022business combination● NeutralMajor
Sitio filed the terms of the Brigham Minerals merger agreement dated September 6, 2022. Each Brigham share converts into 1.133 shares of the new parent and each Sitio share into one, leaving Sitio holders with about 54% and Brigham holders about 46%. The board would have nine directors (five from Sitio, four from Brigham). Closing needs both companies' stockholder approvals, HSR clearance, an effective S-4 and NYSE listing, with an outside date of June 6, 2023. Brigham owes Sitio a $65 million fee in certain cases and Sitio owes Brigham $75 million in a specified breach scenario. This continues the Brigham thread.
6 Sept 2022business combination● NeutralMajor
Sitio announced on September 6, 2022 that it agreed to combine with Brigham Minerals in what its press release title calls a $4.8 billion all-stock, at-market merger. This is a new thread: after the Desert Peak, Foundation and Momentum deals, this filing only furnishes the press release and an investor presentation, and the deal still needs shareholder approvals and an effective Form S-4. The excerpt does not give the exchange ratio or ownership split.
26 July 2022debt financing● NeutralMajor
Sitio closed the Momentum Minerals acquisition of about 12,200 net royalty acres in the Permian Basin on July 26, 2022. The press release says it was funded by a roughly $22 million June deposit and about $191 million more, paid with a $175 million draw on the bridge loan, revolver borrowings and cash. After the draw, $425 million is outstanding on the 364-day bridge loan. This resolves the pending Momentum deal from June.
13 July 2022debt financing● Neutral
Sitio added $175,000,000 of delayed-draw commitments to its bridge loan (total $425,000,000), usable only to fund part of the Momentum acquisition and expiring on the earliest of several events, including August 8, 2022. The credit agreement was also amended to waive a borrowing-base reduction for up to $50 million of extra debt incurred within 30 days for Momentum. This continues the June financing for the Momentum deal.
27 June 2022debt financing● NeutralMajor
Sitio's operating partnership took out a fully drawn $250,000,000 unsecured 364-day bridge loan from Bank of America and others (maturing June 23, 2023) to help pay for the roughly $323 million Foundation Minerals acquisition of about 19,700 net royalty acres, which closed June 24, 2022. It also agreed to buy about 12,200 net royalty acres from Momentum Minerals for about $224 million, expected to close in Q3 2022. The credit agreement was amended to waive a borrowing-base cut for up to $400 million of extra debt and to add a springing maturity 91 days before the bridge loan's maturity if any bridge loan remains outstanding. This adds debt as the company grows beyond the Desert Peak combination.
13 June 2022listing compliance notice▼ BadMajor
STR Sub Inc.'s securities were notified for removal from listing and registration on its exchange.
10 June 2022business combination● NeutralMajor
On June 7, 2022 the Desert Peak merger closed and Falcon became Sitio Royalties Corp. after a 4-for-1 reverse split effective June 3. Desert Peak's owners received 61,905,339 Class C shares and the same number of OpCo units (post-split); the filing states Kimmeridge holds about 43.5%, Source about 15.4%, Blackstone about 25.0%, and remaining stockholders about 16.1%. Existing Class A holders keep their shares, now post-split, so their stake is diluted to the 16.1% stated; this resolves the merger thread, and the company moved to Denver, with a planned NYSE listing transfer on June 14, 2022.
10 June 2022listing compliance notice▲ GoodMajor
the exchange certified STR Sub Inc.'s securities for listing, clearing them to begin trading.
10 June 2022listing compliance notice▲ GoodMajor
the exchange certified STR Sub Inc.'s securities for listing, clearing them to begin trading.
5 May 2022business combination● NeutralMajor
Falcon filed its final proxy statement for the Desert Peak merger, setting a virtual special meeting for June 3, 2022 (record date April 18, 2022). Stockholders vote on the share issuance, a 4-for-1 reverse split, and a name change to Sitio Royalties Corp. (the earlier draft said Desert Peak Minerals Inc.), plus charter changes, an incentive plan and three director elections. This fills in the blanks left in the February preliminary proxy; new tickers STR and STR WS are expected, with a later move to the NYSE.
9 Feb 2022business combination● NeutralMajor
Falcon filed a preliminary proxy statement (dated February 9, 2022) asking stockholders to vote on the Desert Peak merger, including approval of share issuance under Nasdaq rules, a 4-for-1 reverse stock split with a name change to Desert Peak Minerals Inc., a new charter (declassified board, stockholder written consent), a new incentive plan and adjournment. Royal Resources has agreed to vote its Class C shares in favor; meeting date, record date and new ticker symbols are still blank. The maximum additional consideration is stated as 12,621,359 Class C shares, assuming Falcon's debt is not above $45,000,000. This continues the January 2022 merger agreement.
12 Jan 2022business combination● NeutralMajor
On January 11, 2022, Falcon agreed to merge with DPM HoldCo, LLC (Desert Peak), with Desert Peak's owners receiving 235,000,000 Class C shares and 235,000,000 Opco units, plus possible additional shares tied to debt levels at $5.15 each, all adjusted for a planned 4-for-1 reverse stock split. The deal needs stockholder approval, Nasdaq listing approval, antitrust clearance, available liquidity of at least $65,000,000 and Sierra net debt of no more than $140,000,000, and has an outside date of July 11, 2022; Falcon would owe a $13,900,000 payment if it ends the deal for a superior proposal. This is a new transaction beyond the 2018 Royal Resources combination; the board acted on the recommendation of a committee of disinterested directors.
5 May 2021financial restatement● NeutralMajor
On May 4, 2021, the audit committee concluded that Falcon's financial statements for 2018-2020 (as in the 10-K filed March 12, 2021) should no longer be relied on, because the warrants issued in 2017 must be counted as liabilities rather than equity, following an SEC staff statement of April 12, 2021. Preliminary figures show restated net income attributable to shareholders of $7,700 thousand for 2020 (previously $2,572 thousand), $20,419 thousand for 2019 and $117,925 thousand for 2018, and higher total liabilities; the filing says revenue, Adjusted EBITDA and Free Cash Flow are unaffected and the warrant terms have not changed.
7 May 2020material agreement▼ Bad
On May 1, 2020, Opco amended its August 2018 Citibank credit agreement, cutting the borrowing base from $90,000,000 to $70,000,000 until the next redetermination. This continues the credit facility set up at the 2018 closing, now with less borrowing capacity; the filing does not state the amount currently drawn.
29 Aug 2018business combination● NeutralMajor
The Royal Resources deal agreed on June 3, 2018 closed on August 23, 2018, and Osprey Energy Acquisition Corp. is now Falcon Minerals Corporation, holding its business through Falcon Minerals Operating Partnership (Opco) in an 'Up-C' structure. At closing the company set up an 11-seat board (six Blackstone designees, two Osprey Sponsor, three independent), adopted a 2018 incentive plan reserving 8,600,000 Class A shares (approved by stockholders at the special meeting), and Opco signed a Citibank credit facility of up to $500.0 million with an initial $115.0 million borrowing base, of which $38.0 million was drawn at closing. This resolves the open thread on the vote, closing and name change; the filing text provided does not show the final redemption level.
23 Aug 2018listing compliance notice● NeutralMajor
STR Sub Inc.'s exchange filed to remove a class of its securities from listing.
3 Aug 2018business combination● NeutralMajor
Osprey filed the definitive version of its proxy statement for the special meeting on the Royal Resources deal, with the same proposals as the June preliminary version. It now states the post-closing symbols would be FLMN (shares) and FLMNW (warrants), with a NYSE listing to be applied for. Redemption rights are unchanged (illustrative about $10.06 per share, 15% cap, tender at least two business days before the vote). The vote itself has not happened yet.
14 June 2018business combination● NeutralMajor
Osprey filed a preliminary proxy statement asking stockholders to vote on the Royal Resources deal ($800 million, per the June 3, 2018 agreement), a charter change creating Class C stock, share issuances including 11,480,000 Class A shares sold for $114,800,000 to fund part of the cash payment, and a 2018 incentive plan. Public holders can redeem for cash from the trust (about $10.06 per share illustratively, based on about $276.7 million at March 31, 2018), even if they vote yes, capped at 15% of IPO shares per holder or group. The sponsor and insiders, about 20% of the stock, have agreed to vote in favor.
4 June 2018capital raising announcement● NeutralMajor
On June 3, 2018, Osprey agreed to acquire the Royal Resources minerals and royalty businesses from a group of contributors for $800 million: $400 million in cash and 40 million Opco common units valued at $10.00 each (more units and less cash if redemptions leave too little cash). The deal needs at least $355 million of cash for the sellers, stockholder approval, and closing by December 31, 2018. Royal LP can earn up to 20 million more units if the share price reaches $12.50 and $15.00 on a 30-day average. The combined company would be renamed Falcon Minerals Corporation, with 11 directors (six from Blackstone, two from Osprey Sponsor, three independent). This is the business combination the 2017 IPO money was raised to pursue.
26 July 2017capital raising announcement● NeutralMajor
The company (filing under the name Osprey Energy Acquisition Corp., the blank-check company STR Sub Inc. became) closed its IPO on July 26, 2017, selling 25,000,000 units at $10.00 each for $250,000,000 gross. Each unit is one Class A share plus one-half warrant. The Sponsor also bought 7,000,000 private warrants at $1.00 each ($7,000,000), and $250,000,000 was placed in a trust account that is released only on a business combination or if the shares are redeemed after 24 months without one. Underwriters (Credit Suisse) hold a 45-day option for up to 3,750,000 more units.
20 July 2017listing compliance notice▲ GoodMajor
Nasdaq certified STR Sub Inc.'s securities for listing, clearing them to begin trading.