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): August 25, 2023
GRANITE RIDGE RESOURCES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41537 | 88-2227812 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
5217 McKinney Avenue, Suite 400 Dallas, Texas | 75205 |
| (Address of principal executive offices) | (Zip Code) |
(214) 396-2850
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
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) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | 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 |
| Common stock, par value $0.0001 per share | GRNT | 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 x
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 5.01 | Changes in Control of Registrant. |
Change in Control
On August 25, 2023, Grey Rock Energy Fund III-A, LP, Grey Rock Energy Fund III-B, LP, and Grey Rock Energy Fund III-B Holdings, LP, each a Delaware limited partnership, and their affiliates (collectively, “Grey Rock Fund III”), which collectively owned a majority of the voting common stock of Granite Ridge Resources, Inc., a Delaware corporation (“Granite Ridge,” the “Company,” “us” or “we”), distributed an aggregate of 31,649,616 shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), pro rata to their limited partners (the “Distribution”). As a result of the Distribution, Grey Rock Fund III’s aggregate ownership of shares of Common Stock was reduced from approximately 71% to approximately 47%.
Also on August 25, 2023, Grey Rock Energy Partners GP III, L.P., a Delaware limited partnership (who has voting and dispositive power over Common Stock owned by Grey Rock Fund III and certain of its affiliates) (“Grey Rock GP III”), Grey Rock Energy Partners GP II, L.P., a Delaware limited partnership (who has voting and dispositive power over Common Stock owned by Grey Rock Energy Fund II, L.P., Grey Rock Energy Fund II-B, LP, and Grey Rock Energy Fund II-B Holdings, L.P., each a Delaware limited partnership, and certain of their affiliates (collectively, “Grey Rock Fund II”)), and Matthew Miller, Griffin Perry, Thaddeus Darden and Kirk Lazarine (collectively, the “Voting Agreement Parties”), entered into a Stockholder Voting Agreement (the “Voting Agreement”).
Pursuant to the Voting Agreement, the Voting Agreement Parties irrevocably and unconditionally agreed to vote the 75,957,927 shares of Common Stock which the Voting Agreement Parties then held (and any other shares of Common Stock obtained by Voting Agreement Parties in the future) at any annual or special meeting of the Company’s stockholders or in connection with any written consent of the Company’s stockholders. The 75,957,927 shares held by the Voting Agreement Parties constitute approximately 56.3% of the total outstanding shares of Common Stock as of the date of the Voting Agreement. The Voting Agreement continues indefinitely, but can be terminated on 30 days prior written notice by Voting Agreement Parties holding a majority of the shares of Common Stock subject to the Voting Agreement. In connection with their entry into the Voting Agreement, the Voting Agreement Parties provided Grey Rock GP III an irrevocable voting proxy to vote the shares subject to the Voting Agreement. Additionally, during the term of such agreement, the Voting Agreement Parties agreed not to transfer the shares covered by the Voting Agreement without the consent of Grey Rock GP III, except pursuant to certain limited exceptions. Due to the Voting Agreement, Grey Rock GP III has voting and dispositive power over a majority of the shares of Company due to its ability to vote the outstanding shares of Common Stock held by the Voting Agreement Parties. As a result, under the SEC’s rules with respect to the beneficial ownership of securities, GREP GP III, LLC, a Delaware limited liability company (“Fund III GP”), the sole general partner of Grey Rock GP III (with respect to the share of Common Stock held by members of the Voting Agreement), may be deemed to have acquired control of the Company.
The Voting Agreement Parties have informed the Company that no monetary consideration was given or received by any party in exchange for executing the Voting Agreement.
Other than as described above, the Company is not aware of any arrangements, including any pledge by any person of securities of the Company or any of its parents, the operation of which may at a subsequent date result in a change in control of the Company.
Controlled Company Exemptions
As discussed above, Fund III GP, as the sole general partner of Grey Rock GP III, controls more than 50% of the voting power of the outstanding shares of capital stock of the Company. As a result, the Company qualifies as a “controlled company” within the meaning of the corporate governance standards of the rules of the New York Stock Exchange (the “NYSE”). Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including (i) the requirement that a majority of the board of directors of Granite Ridge (the “Granite Ridge Board”) consist of independent directors; (ii) the requirement that our director nominations be made, or recommended to the full Granite Ridge Board, by our independent directors or by a nominations committee that is comprised entirely of independent directors and that we adopt a written charter or board resolution addressing the nominations process; and (iii) the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
As long as Granite Ridge remains a “controlled company,” Granite Ridge may elect to take advantage of any of these exemptions. The Granite Ridge Board does not have a majority of independent directors, its compensation committee does not consist entirely of independent directors, and it does not have a nominating committee. Granite Ridge intends to elect all available controlled company exemptions under the corporate governance standards of the rules of the NYSE.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | | Description |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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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| | | GRANITE RIDGE RESOURCES, INC. |
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| Date: August 31, 2023 | By: | /s/ Luke C. Brandenberg |
| | | Name: | Luke C. Brandenberg |
| | | Title: | President and Chief Executive Officer |
