| Item 1.01 | Entry into a Material Definitive Agreement. |
Underwriting Agreement
On September 10, 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 4,366,209 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, the Selling Stockholders granted the Underwriter a 30-day option to purchase up to an aggregate of 654,931 additional shares of Class A Common Stock to cover over-allotments (the “Option”), which Option was exercised in full on September 14, 2020. The material terms of the Offering are described in the prospectus, dated September 10, 2020 (the “Prospectus”), filed by the Company with the Securities and Exchange Commission (the “Commission”) on September 11, 2020, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).
The Offering closed on September 15, 2020. The Company will not receive any proceeds from the sale of shares of Class A Common Stock in the Offering. 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 Company’s 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 15, 2020, John A. Holland resigned as a member of the Board of Directors of the Company, effective immediately. Mr. Holland did not resign as a result of any disagreements with the Company on any matter relating to the Company’s operations, policies or practices.
Share Repurchase
In connection with the Offering, the Company agreed to repurchase from the Selling Stockholders, in a privately negotiated transaction, 436,630 shares of its Class A Common Stock, at a price equal to the price per share at which the Underwriter purchased shares from the Selling Stockholders in the Offering (the “Share Repurchase”). The Share Repurchase closed on September 15, 2020.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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