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): July 7, 2021
____________________ | | | | | | | | | | | | | | |
| 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 200 | | |
| Austin, | | TX | | 78730 |
| (Address of principal executive offices) (Zip Code) |
| | | | |
| Registrant’s Telephone Number, including Area Code: | | (512) | | 220-6350 |
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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))
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| 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.
On July 7, 2021, Brigham Resources, LLC (“Brigham Resources”), a wholly-owned subsidiary of the registrant, as borrower, entered into the Third Amendment (the “Third Amendment”) to the Credit Agreement among Brigham Resources, the financial institutions party thereto, Wells Fargo Bank, N.A., as administrative agent, and Wells Fargo Securities, LLC as sole lead arranger and sole bookrunner (the “Credit Agreement”). The Third Amendment, among other things, evidenced an increase of the borrowing base and elected commitments under the Credit Agreement from $135.0 million to $165.0 million, respectively, and the addition of leverage (maximum 3.00x) and liquidity (minimum 10% of total revolving commitments) conditions to Brigham Resources’ ability to pay dividends or distributions (other than permitted tax distributions) to the owners of its equity interests.
The foregoing description of the Third Amendment is a summary only and is qualified in its entirety by reference to the Third Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosures of the material terms and conditions of the Third Amendment contained in Item 1.01 above are hereby incorporated into this Item 2.03 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
| Exhibit Number | | Description |
| | Third Amendment to Credit Agreement, dated as of July 7, 2021, by and among Brigham Resources, LLC, as borrower, the financial institutions party thereto, Wells Fargo Bank, N.A., as administrative agent, and Wells Fargo Securities, LLC as sole lead arranger and sole bookrunner. |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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| | BRIGHAM MINERALS, INC. |
| Date: | July 9, 2021 | | |
| | By: | /s/ Kari A. Potts |
| | Name: | Kari A. Potts |
| | Title: | Vice President, General Counsel, Compliance Officer and Corporate Secretary |
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