29 Dec 2022director interest notice● Neutral
STR Sub Inc. insider Bx Royal Aggregator LP disposed of 40,133,178 shares via option/appreciation-right settlement.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
23 Nov 2022substantial holder notice● Neutral
Nantahala Capital Management, LLC, Wilmot B. Harkey, Daniel Mack reported no remaining STR Sub Inc. shareholding in its periodic institutional filing.
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.
8 Nov 2022quarterly activities report● Neutral
STR Sub Inc. reported quarterly revenue of $115.5 million and net income of $9.1 million for the period ended 2022-09-30.
8 Nov 2022quarterly activities report● Neutral
STR Sub Inc. reported quarterly revenue of $115.5 million and net income of $9.1 million for the period ended 2022-09-30.
28 Oct 2022securities registration● Neutral
STR Sub Inc. filed the final prospectus for a registered offering.
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.
20 Oct 2022substantial holder notice● Neutral
BX Royal Aggregator LP, BCP VI/BEP Holdings Manager L.L.C, Blackstone Energy Management Associates L.L.C, Blackstone Management Associates VI L.L.C, Blackstone EMA L.L.C, BMA VI L.L.C, Rock Ridge Royalty Company LLC, RRR Energy LLC, RRR Aggregator LLC, BX Primexx Topco LLC, BCP VII/BEP II Holdings Manager L.L.C, Blackstone Energy Management Associates II L.L.C, Blackstone Management Associates VII L.L.C, Blackstone EMA II L.L.C, BMA VII L.L.C, Blackstone Holdings III L.P, Blackstone Holdings III GP L.P, Blackstone Holdings III GP Management L.L.C, Blackstone Inc, Blackstone Group Management L.L.C, Stephen A. Schwarzman reported a STR Sub Inc. shareholding of 20,095,233 shares (61.30% of votes) in a periodic institutional filing.
20 Oct 2022director interest notice● Neutral
STR Sub Inc. insider Rock Ridge Royalty CO LLC disposed of 24,391,476 shares via option/appreciation-right settlement.
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.
9 Sept 2022substantial holder notice● Neutral
BX Royal Aggregator LP, BCP VI/BEP Holdings Manager L.L.C, Blackstone Energy Management Associates L.L.C, Blackstone Management Associates VI L.L.C, Blackstone EMA L.L.C, BMA VI L.L.C, Rock Ridge Royalty Company LLC, RRR Energy LLC, RRR Aggregator LLC, BX Primexx Topco LLC, BCP VII/BEP II Holdings Manager L.L.C, Blackstone Energy Management Associates II L.L.C, Blackstone Management Associates VII L.L.C, Blackstone EMA II L.L.C, BMA VII L.L.C, Blackstone Holdings III L.P, Blackstone Holdings III GP L.P, Blackstone Holdings III GP Management L.L.C, Blackstone Inc, Blackstone Group Management L.L.C, Stephen A. Schwarzman reported a STR Sub Inc. shareholding of 20,864,031 shares (62.20% of votes) in a periodic institutional filing.
8 Sept 2022substantial holder notice● Neutral
Source Energy Partners, LLC, OCM Source Holdings, L.P, Oaktree Fund GP, LLC, Oaktree Fund GP I, L.P, Oaktree Capital I, L.P, OCM Holdings I, LLC, Oaktree Holdings, LLC, Oaktree Capital Group, LLC, Oaktree Capital Group Holdings GP, LLC, Brookfield Asset Management Inc, BAM Partners Trust reported a STR Sub Inc. shareholding of 12,935,120 shares (51.70% of votes) in a periodic institutional filing.
8 Sept 2022substantial holder notice● Neutral
Kimmeridge Energy Management Company, LLC reported a STR Sub Inc. shareholding of 36,495,520 shares (74.20% of votes) in a periodic institutional filing.
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.
23 Aug 2022director interest notice● Neutral
STR Sub Inc. director Oaktree Capital Group, LLC received 10,431 shares as part of the equity award.
23 Aug 2022director interest notice● Neutral
STR Sub Inc. director Ocm Fie, LLC received 10,431 shares as part of the equity award.
8 Aug 2022quarterly activities report● Neutral
STR Sub Inc. reported quarterly revenue of $87.8 million and net income of $6.2 million for the period ended 2022-06-30.
8 Aug 2022quarterly activities report● Neutral
STR Sub Inc. reported quarterly revenue of $87.8 million and net income of $6.2 million for the period ended 2022-06-30.
4 Aug 2022securities registration● Neutral
STR Sub Inc. filed the final prospectus for a registered offering.
28 July 2022securities registration● Neutral
STR Sub Inc. amended a filing by which it registered a securities offering with the SEC using its shelf eligibility.
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.
18 July 2022securities registration● Neutral
STR Sub Inc. registered a securities offering with the SEC using its shelf eligibility.
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.
6 July 2022substantial holder notice● Neutral
Royal Resources L.P, Royal Resources GP L.L.C, BX Royal Aggregator LP, BCP VI/BEP Holdings Manager L.L.C, Blackstone Energy Management Associates L.L.C, Blackstone Management Associates VI L.L.C, Blackstone EMA L.L.C, BMA VI L.L.C, Rock Ridge Royalty Company LLC, RRR Energy LLC, RRR Aggregator LLC, BX Primexx Topco LLC, BCP VII/BEP II Holdings Manager L.L.C, Blackstone Energy Management Associates II L.L.C, Blackstone Management Associates VII L.L.C, Blackstone EMA II L.L.C, BMA VII L.L.C, Blackstone Holdings III L.P, Blackstone Holdings III GP L.P, Blackstone Holdings III GP Management L.L.C, Blackstone Inc, Blackstone Group Management L.L.C, Stephen A. Schwarzman reported a STR Sub Inc. shareholding of 20,864,031 shares (63.90% of votes) in a periodic institutional filing.
5 July 2022director interest notice● Neutral
Bx Royal Aggregator LP became a STR Sub Inc. 10%+ owner and company insider (initial ownership filing).
5 July 2022director interest notice● Neutral
STR Sub Inc. insider Resources L.P. Royal disposed of 17,598,820 shares via option/appreciation-right settlement.
1 July 2022securities registration● Neutral
STR Sub Inc. filed the final prospectus for a registered offering.