United States securities and exchange commission logo
June 2, 2023
Luke Brandenberg
President and Chief Executive Officer
Granite Ridge Resources, Inc.
5217 McKinney Avenue, Suite 400
Dallas, TX 75205
Re: Granite Ridge
Resources, Inc.
Schedule TO-I
Filed May 19, 2023
File No. 005-93807
Dear Luke Brandenberg:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Schedule TO-I filed May 19, 2023
General
1. We note that the
Company entered into a Tender and Support Agreement with
approximately 26
security holders with respect to the tender of approximately 51.3% of
the shares. Please
provide us your detailed legal analysis explaining why you do not
believe that the
negotiation and execution of the tender and support agreement constituted
a tender offer subject
to Rule 13e-4, Section 14(e) and Regulation 14E.
2. We note that the
warrants are registered under Section 12 of the Securities Exchange Act
of 1934. Please provide
us your detailed legal analysis as to why the solicitation and
receipt of consents in
connection with the Tender and Support Agreements is not subject
to Regulation 14A.
3. Please provide us your
detailed legal analysis supporting your apparent conclusion that
Rule 13E-3 does not
apply to this tender offer, or file a Schedule 13E-3.
Luke Brandenberg
FirstName LastNameLuke Brandenberg
Granite Ridge Resources, Inc.
Comapany
June 2, 2023NameGranite Ridge Resources, Inc.
June 2,
Page 2 2023 Page 2
FirstName LastName
Cautionary Notes Regarding Forward Looking Statements, page vi
4. We note the disclaimer that you do not undertake any obligation to
update
any forward looking statements. This disclaimer is inconsistent with
the requirements of
General Instruction F of Schedule TO and your obligations under Rule
13e-4(c)(3) to
amend the Schedule to reflect a material change in the information
previously disclosed.
Please revise the offer to purchase to delete this statement.
Conditions to the Offer and Consent Solicitation, page 37
5. We note the following disclosure on page 37: "The failure by us at any
time to exercise
any of the foregoing rights shall not be deemed a waiver of any such
right, and each such
right shall be deemed a continuing right which may be asserted at any
time and from time
to time prior to the Expiration Date." The representation that the
issuer s failure at any
time to exercise any of the rights conferred by the conditions
shall not be deemed a
waiver of any right suggests the issuer may become aware that an
offer condition has
been triggered or otherwise has become incapable of being satisfied
and yet the tender
offer may proceed without making a disclosure. To the extent the
issuer becomes aware
of any offer condition becoming operative in a way that would enable
it to terminate the
offer or otherwise cancel its obligation to accept tenders, and the
issuer elects to proceed
with the offer anyway, we view that decision as being tantamount to a
waiver of the
condition. If a material condition is waived, a material change has
occurred to the offer
document within the meaning of Rule 13e-4(c)(3). Please revise to
qualify the existing
disclosure by affirming the Company's understanding of its obligation
to disclose material
changes.
6. We note the following statement: "The determination by us as to
whether any condition
has been satisfied shall be conclusive and binding on all parties."
Please revise this
statement to include a qualifier indicating that shareholders are not
foreclosed from
challenging the Company's determination in a court of competent
jurisdiction.
Market Information, Dividends, and Related Stockholder Matters, page 103
7. Please disclose the high and low sales prices for the Granite Ridge
warrants and common
stock on the NYSE for each quarter during the past two years. See Item
2 of Schedule TO
and Item 1002 of Reg. M-A.
8. Please disclose the parties to the Tender and Support Agreement as
well as the material
terms of the Agreement. See Item 5 of Schedule TO and Item 1005(e) of
Regulation M-
A.
Exhibit 10.14, page 2
9. We note Section 1.02 of the Tender and Support Agreement states that
the Warrant
Holders "shall not withdraw or cause to be withdraw any such consent."
Please advise
how this term is consistent with Section 29(a) of the Exchange Act.
Luke Brandenberg
Granite Ridge Resources, Inc.
June 2, 2023
Page 3
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Michael Killoy at (202) 551-7576 or Dan
Duchovny at
(202) 551-3619.
Sincerely,
FirstName LastNameLuke Brandenberg
Division of
Corporation Finance
Comapany NameGranite Ridge Resources, Inc.
Office of Mergers &
Acquisitions
June 2, 2023 Page 3
cc: Amy R. Curtis, Esq.
FirstName LastName