Attached files
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EX-5.1 - EX-5.1 - Brigham Minerals, Inc. | d943351dex51.htm |
EX-1.1 - EX-1.1 - Brigham Minerals, Inc. | d943351dex11.htm |
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): June 9, 2020
Brigham Minerals, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-38870 | 83-1106283 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
5914 W. Courtyard Drive, Suite 150
Austin, TX 78730
(Address of principal executive offices) (Zip Code)
Registrants Telephone Number, including Area Code: (512) 220-6350
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to section 12(b) of the Act:
Title of each class |
Trading symbol(s) |
Name of each exchange on which registered | ||
Class A common stock, par value $0.01 | MNRL | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 | Entry into a Material Definitive Agreement. |
Underwriting Agreement
On June 9, 2020, Brigham Minerals, Inc. (the Company), certain stockholders of the Company (together, the Selling Stockholders) and Credit Suisse Securities (USA) LLC (the Underwriter), entered into an underwriting agreement (the Underwriting Agreement), pursuant to which the Selling Stockholders agreed to sell to the Underwriter, and the Underwriter agreed to purchase from the Selling Stockholders, subject to and upon the terms and conditions set forth therein, an aggregate of 6,600,000 shares of Class A common stock, par value $0.01 per share (the Class A Common Stock), of the Company (the Offering). Pursuant to the Underwriting Agreement, certain of the Selling Stockholders granted the Underwriter a 30-day option to purchase up to an aggregate of 990,000 additional shares of Class A Common Stock to cover over-allotments (the Option). The material terms of the Offering are described in the prospectus, dated June 9, 2020 (the Prospectus), filed by the Company with the Securities and Exchange Commission (the Commission) on June 11, 2020, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the Securities Act).
The Offering closed on June 12, 2020. The Company has not received any proceeds from the sale of shares of Class A Common Stock in the Offering and will not receive any proceeds if the Option is exercised. The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company and the Selling Stockholders have agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the Underwriter may be required to make because of any of those liabilities.
The Underwriter and its affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. As more fully described under the caption Underwriting in the Prospectus, the Underwriter and its affiliates have provided, and may in the future provide, a variety of these services to the Company and to persons and entities with relationships with the Company for which they received or will receive customary fees and expenses. In particular, an affiliate of the Underwriter is a lender under the Companys revolving credit facility.
The foregoing description is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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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.
BRIGHAM MINERALS, INC. | ||||||
By: | /s/ Kari A. Potts | |||||
Name: | Kari A. Potts | |||||
Title: | Vice President, General Counsel and Corporate Secretary | |||||
Dated: June 15, 2020 |
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