Item 1.01 Entry into a Material Definitive Agreement.
OnDecember 15, 2021 ,Brigham Resources, LLC ("Brigham Resources"), a wholly-owned subsidiary of the registrant, as borrower, entered into the Fourth Amendment (the "Fourth Amendment") to the Credit Agreement among Brigham Resources, the financial institutions party thereto, andWells Fargo Bank, N.A. , as administrative agent, (the "Credit Agreement"). The Fourth Amendment, among other things, evidenced an increase of the borrowing base and elected commitments under the Credit Agreement from$165.0 million to$230.0 million , respectively.
The foregoing description of the Fourth Amendment is a summary only and is qualified in its entirety by reference to the Fourth 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 or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosures of the material terms and conditions of the Fourth Amendment contained in Item 1.01 above are hereby incorporated into this Item 2.03 by reference. Item 3.02. Unregistered Sales ofEquity Securities . See Item 8.01 of this Current Report on Form 8-K, which is incorporated into this Item 3.02 by reference. Item 7.01. Regulation FD Disclosure. OnDecember 17, 2021 ,Brigham Minerals, Inc. (the "Company") issued a press release announcing the completion of the previously announced acquisition in whichRearden Minerals, LLC , a wholly owned subsidiary of the Company ("Rearden"), acquired certain mineral and royalty assets (the "Acquisition") fromPrinciple Energy, LLC andRegal Petroleum LLC (D/B/A Regal Royalty, LLC ), in each case, an unrelated seller (collectively, the "Sellers"). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is deemed to be "furnished" and shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act. Item 8.01. Other Events. Upon closing of the Acquisition, the Company and Rearden delivered to the Sellers$43,082,583 of cash consideration and 2,180,128 shares of the Company's Class A common stock, par value$0.01 per share (the "Acquisition Shares"), less and except a certain portion of the Acquisition Shares that were deposited into escrow to support the Sellers' indemnification obligations under the Purchase and Sale Agreement datedNovember 3, 2021 (the "Purchase and Sale Agreement"). In connection with the closing of the Acquisition, the Company entered into a customary registration rights agreement with the Sellers, pursuant to which the Company agreed to file and use commercially reasonable efforts to cause to become effective within 30 days after the closing date a shelf registration statement and prospectus supplement under the Securities Act to permit the resale of the Acquisition Shares by the Sellers. Pursuant to the terms of the Purchase and Sale Agreement, the Sellers have agreed not to transfer, sell, pledge, hypothecate or otherwise dispose of the Acquisition Shares, other than certain permitted transfers, during the period that begins on the closing date and ends onJanuary 13, 2022 with respect to 100% of the Acquisition Shares. During the period that begins onJanuary 14, 2022 and ends onMarch 15, 2022 , the Sellers will have the opportunity to transfer, sell, pledge, hypothecate or otherwise dispose of the Acquisition Shares in certain increments. The Sellers may transfer, sell, pledge, hypothecate or otherwise dispose of all of the Acquisition Shares afterMarch 15, 2022 . The foregoing description of the registration rights agreement is a summary only and is qualified in its entirety by reference to the agreement, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. -------------------------------------------------------------------------------- Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description Registration Rights Agreement, dated as of December 15 , 2021, by and among Brigham Minerals, Inc. and Principle
4.1 LLC (D/B/A) Regal Royalty, LLC . Fourth Amendment to Credit Agreement, dated as
of
amongBrigham Resources, LLC , as borrower, the
financial institutions party
10.1 thereto, andWells Fargo Bank, N.A. , as
administrative agent.
99.1 Press Release issued byBrigham Minerals, Inc. ,
dated
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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