BRIGHAM MINERALS, INC. Item 7.01. Regulation FD Disclosure.
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The information contained in this Item 7.01 is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
No Offer or Solicitation
This communication relates to a proposed business combination transaction (the "Merger") between Brigham and Sitio. This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the Merger or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Important Additional Information
In connection with the Merger, New Sitio filed a registration statement on Form
S-4 with the
Investors and shareholders may obtain free copies of the registration statement
and the consent solicitation statement/proxy statement/prospectus and all other
documents filed or that will be filed with the
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Participants in the Solicitation
Brigham, Sitio and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from Brigham's
stockholders in connection with the Merger. Information regarding the directors
and executive officers of Brigham is set forth in Brigham's Definitive Proxy
Statement on Schedule 14A for its 2022 Annual Meeting of Stockholders, which was
filed with the
Forward-Looking Statements
The information included herein and in any oral statements made in connection
herewith include "forward-looking statements" within the meaning of Section 27A
of the Securities Act, and Section 21E of the Securities Exchange Act of 1934,
as amended. All statements, other than statements of present or historical fact
included herein, regarding the proposed Merger between Brigham and Sitio, the
likelihood that the conditions to the consummation of the Merger will be
satisfied on a timely basis or at all, Brigham's and Sitio's ability to
consummate the Merger at any time or at all, the benefits of the Merger and the
post-combination company's future financial performance following the Merger, as
well as the post-combination company's strategy, future operations, financial
position, estimated revenues, and losses, projected costs, prospects, plans and
objectives of management are forward looking statements. When used herein,
including any oral statements made in connection herewith, the words "may,"
"could," "believe," "anticipate," "intend," "estimate," "expect," "project" and
similar expressions and the negative of such words and similar expressions are
intended to identify forward-looking statements, although not all
forward-looking statements contain such identifying words. These forward-looking
statements are based on Brigham's and Sitio's management's current expectations
and assumptions about future events and are based on currently available
information as to the outcome and timing of future events. Such statements may
be influenced by factors that could cause actual outcomes and results to differ
materially from those projected. Except as otherwise required by applicable law,
Brigham and Sitio disclaim any duty to update any forward-looking statements,
all of which are expressly qualified by the statements in this section, to
reflect events or circumstances after the date hereof. Brigham and Sitio caution
you that these forward-looking statements are subject to all of the risks and
uncertainties, most of which are difficult to predict and many of which are
beyond the control of Brigham and Sitio. These risks include, but are not
limited to, the post-combination company's ability to successfully integrate
Brigham's and Sitio's businesses and technologies; the risk that the expected
benefits and synergies of the Merger may not be fully achieved in a timely
manner, or at all; the risk that Brigham or Sitio will not, or that following
the Merger, New Sitio will not, be able to retain and hire key personnel; the
risk associated with Brigham's and Sitio's ability to obtain the approvals of
their respective stockholders required to consummate the Merger and the timing
of the closing of the Merger, including the risk that the conditions to the
transaction are not satisfied on a timely basis or at all or the failure of the
transaction to close for any other reason or to close on the anticipated terms,
including the anticipated tax treatment; the risk that any regulatory approval,
consent or authorization that may be required for the Merger is not obtained or
is obtained subject to conditions that are not anticipated; unanticipated
difficulties or expenditures relating to the transaction, the response of
business partners and retention as a result of the announcement and pendency of
the transaction; Sitio's ability to finance New Sitio (including the repayment
of certain of Brigham's indebtedness) on acceptable terms or at all; uncertainty
as to the long-term value of New Sitio's common stock; and the diversion of
Brigham's and Sitio's management's time on transaction-related matters. Should
one or more of the risks or uncertainties described herein and in any oral
statements made in connection therewith occur, or should underlying assumptions
prove incorrect, actual results and plans could different materially from those
expressed in any forward-looking statements. Additional information concerning
these and other factors that may impact Brigham's and Sitio's expectations and
projections can be found in Brigham's periodic filings with the
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