Stockle - the stock oracle

STR Sub Inc.

US:FLMNWUS:OSPRUS:OSPRUUS:FLMNUS:STRDWUS:STRUS:OSPRW
US$9.82Close 7 Oct 2026 · delayed

Past year: ▼ 18%(16.96 – 23.70 USD)

Market cap
—
Shares on issue
0
Story beats
25 since 2017
Last event
19 Aug 2025

History

A 2017 blank-check company bought Royal Resources' mineral and royalty businesses in 2018, then grew through 2022 deals before becoming a subsidiary in the December 2022 Brigham merger.

2017-2018: A blank-check beginning

The company began as Osprey Energy Acquisition Corp., a blank-check company, meaning a shell raised money to buy a business later. Its securities were cleared for trading on Nasdaq on July 20, 2017, and on July 26 it closed its IPO, selling 25,000,000 units at $10.00 each for $250,000,000. Each unit was one Class A share plus one-half warrant, a right to buy more shares later. The sponsor bought 7,000,000 private warrants at $1.00 each, and the $250,000,000 went into a trust account, released only on a business combination or if shares were redeemed after 24 months without one.

On June 3, 2018, Osprey agreed to acquire the Royal Resources minerals and royalty businesses for $800 million: $400 million in cash and 40 million Opco units valued at $10.00 each. Royal could earn up to 20 million more units if the share price reached $12.50 and $15.00. To fund part of the cash, the proxy statement proposed selling 11,480,000 Class A shares for $114,800,000. Public holders could redeem their shares for cash from the trust, at about $10.06 per share on an illustrative basis, even if they voted yes.

The deal closed on August 23, 2018, and Osprey became Falcon Minerals Corporation, holding its business through an operating partnership in an "Up-C" structure. It had an 11-seat board, six seats going to Blackstone designees, and Opco signed a Citibank credit facility of up to $500.0 million, with a $115.0 million borrowing base, of which $38.0 million was drawn at closing. The filings do not show the final redemption level.

2019-2021: A quiet stretch and a restatement

The record is quiet for almost three years. The one major event came on May 4, 2021, when the audit committee concluded that the 2018-2020 financial statements should no longer be relied on. After an SEC staff statement, the 2017 warrants had to be counted as liabilities rather than equity. Preliminary restated net income attributable to shareholders was $7,700 thousand for 2020 (previously $2,572 thousand), $20,419 thousand for 2019 and $117,925 thousand for 2018. Revenue, Adjusted EBITDA and Free Cash Flow were unaffected, and the warrant terms had not changed.

2022: Desert Peak and a buying spree

On January 11, 2022, Falcon agreed to merge with DPM HoldCo, LLC (Desert Peak). Desert Peak's owners were to receive 235,000,000 Class C shares and the same number of Opco units, adjusted for a planned 4-for-1 reverse stock split. The deal closed on June 7, 2022, after the split took effect on June 3, and Falcon became Sitio Royalties Corp. Desert Peak's owners received 61,905,339 Class C shares and matching Opco units after the split. Existing Class A holders kept their shares but were diluted to about 16.1% of the company, with Kimmeridge holding about 43.5%, Blackstone about 25.0% and Source about 15.4%. The company moved to Denver and planned a transfer to the NYSE.

Growth continued quickly. On June 24 it closed the Foundation Minerals purchase of about 19,700 net royalty acres for roughly $323 million, helped by a fully drawn $250,000,000 bridge loan, a short-term loan due in 364 days. It also agreed to buy about 12,200 net royalty acres from Momentum Minerals for about $224 million. That deal closed on July 26, funded by a $175 million draw on the bridge loan, revolver borrowings and cash, leaving $425 million outstanding on the bridge.

On September 21, Sitio OpCo issued $450 million of senior unsecured notes due in 2026 and used part of the proceeds to repay the bridge loan in full. The notes carried a margin of 6.50% over adjusted Term SOFR, a benchmark interest rate, falling to 5.75% after the Brigham merger closed.

2022-2025: The Brigham merger and the end of this entity

On September 6, 2022, Sitio announced an all-stock merger with Brigham Minerals, described in the press release as worth $4.8 billion. Each Brigham share would convert into 1.133 shares of a 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 and four from Brigham. Holders of about 83.7% of Sitio's voting power signed support agreements.

Brigham's stockholders approved the merger on December 28, 2022, and it closed on December 29. The company, formerly Sitio Royalties Corp., became STR Sub Inc., a wholly owned subsidiary of New Sitio, which took the Sitio Royalties Corp. name. Trading in its stock was suspended after December 28, and its warrants became exercisable for New Sitio Class A shares. The credit agreement was amended to keep the borrowing base at $300 million, and certain Brigham subsidiaries had to become restricted subsidiaries by June 30, 2023, which also delayed the notes' margin step-down. On January 9, 2023, STR Sub Inc. deregistered its securities, ending its obligation to file reports with the SEC. A further exchange removal filing followed on August 19, 2025.

Written from the 25 story beats below (2017 to 19 Aug 2025), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

shares on issue market cap (log scale)

202571.1m shares · US$1.29bn market cap

  1. 19 Aug

    STR Sub Inc.'s exchange filed to remove a class of its securities from listing.

    listing compliance notice

    71.1m shUS$1.29bn

202371.1m shares · US$2.05bn market cap

  1. 9 Jan

    STR Sub Inc. deregistered its securities, ending its obligation to file reports with the SEC.

    listing compliance notice

    71.1m shUS$2.05bn

202271.1m shares · US$2.24bn market cap

  1. 29 Dec

    STR Sub Inc.'s exchange filed to remove a class of its securities from listing.

    listing compliance notice

    71.1m shUS$2.24bn
  2. 29 Dec

    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.

    business combination

    71.1m shUS$2.24bn
  3. 23 Nov

    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.

    business combination

    71.1m shUS$2.02bn
  4. 23 Sept

    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.

    debt financing

    71.1m shUS$1.81bn
  5. 12 Sept

    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.

    business combination

    71.1m shUS$1.81bn
  6. 6 Sept

    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.

    business combination

    71.1m shUS$1.81bn
  7. 26 July

    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.

    debt financing

    71.1m shUS$1.65bn
  8. 27 June

    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.

    debt financing

  9. 13 June

    STR Sub Inc.'s securities were notified for removal from listing and registration on its exchange.

    listing compliance notice

  10. 10 June

    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.

    business combination

  11. 10 June

    the exchange certified STR Sub Inc.'s securities for listing, clearing them to begin trading.

    listing compliance notice

  12. 10 June

    the exchange certified STR Sub Inc.'s securities for listing, clearing them to begin trading.

    listing compliance notice

  13. 5 May

    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.

    business combination

  14. 9 Feb

    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.

    business combination

  15. 12 Jan

    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.

    business combination

2021

  1. 5 May

    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.

    financial restatement

2018

  1. 29 Aug

    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.

    business combination

  2. 23 Aug

    STR Sub Inc.'s exchange filed to remove a class of its securities from listing.

    listing compliance notice

  3. 3 Aug

    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.

    business combination

  4. 14 June

    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.

    business combination

  5. 4 June

    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.

    capital raising announcement

2017

  1. 26 July

    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.

    capital raising announcement

  2. 20 July

    Nasdaq certified STR Sub Inc.'s securities for listing, clearing them to begin trading.

    listing compliance notice