Falcon Minerals Corporation (NASDAQ: FLMN, FLMNW) (“Falcon” or the “Company”) announced today the results for the
proposals considered and voted upon by its stockholders at its
special meeting of stockholders held on June 3, 2022 (the
“Special Meeting”). Falcon reported
that all of the various proposals giving effect to the previously
announced merger (the “Merger”)
between Falcon and Desert Peak Minerals (“Desert Peak”) were approved by the requisite
number of shares of Falcon common stock voted at the Special
Meeting. In addition, Falcon reported that the Director Election
Proposal (as defined in Falcon’s definitive proxy statement filed
with the U.S. Securities and Exchange Commission (the “SEC”) on May 5, 2022 (the “Proxy Statement”)) was also approved by the
requisite number of shares of Falcon common stock voted at the
Special Meeting and, henceforth, William D. Anderson, Mark C. Henle
and Adam M. Jenkins are hereby appointed to serve as Class II
directors on Falcon’s board of directors (the “Board”) until the effective time of the Merger. A
Current Report on Form 8-K disclosing the full voting results will
be filed with the SEC on June 3, 2022.
Amendment and Restatement of Falcon’s Certificate of
Incorporation
Following stockholder approval at the Special Meeting, Falcon
filed with the Secretary of State of the State of Delaware the
Third Amended and Restated Certificate of Incorporation to be
effective as of 5:00 p.m., Eastern Time, on June 3, 2022, whereby
Falcon, among other things, (i) changed its name to Sitio Royalties
Corp., (ii) effected a four-to-one reverse stock split of Falcon’s
Class A common stock, par value of $0.0001 per share (the
“Class A Common Stock”) and (iii)
effected a four-to-one reverse stock split of Falcon’s Class C
common stock, par value of $0.0001 per share (the “Class C Common Stock,” together with the Class A
Common Stock, the “Common Stock”).
Reverse Stock Split
As a result of the reverse stock split, (i) each four shares of
Class A Common Stock issued and outstanding or held by the Company
in treasury immediately prior to the reverse stock split effective
as of 5:00 p.m., Eastern Time, on June 3, 2022 will be combined and
reclassified into one issued, fully-paid and nonassessable share of
Class A Common Stock and (ii) each four shares of Class C Common
Stock issued and outstanding or held by the Company in treasury
immediately prior to the reverse stock split effective as of 5:00
p.m., Eastern Time, on June 3, 2022 will be combined and
reclassified into one issued, fully-paid and nonassessable share of
Class C Common Stock, in each case, without any action required on
the part of the Company or the holders of Common Stock. In
addition, the number of shares of Common Stock subject to the
Company's warrants and the exercise price for such warrants will be
adjusted by the same factor. The exercise price for the warrants
was $11.21 prior to the reverse stock split and is $44.84 after
giving effect to the reverse stock split. The number of shares of
Common Stock subject to outstanding equity awards and the number of
shares reserved for future issuances under the Company’s stock plan
will also be reduced by the same factor.
The reverse stock split will not affect any Falcon stockholder’s
percentage ownership interest in Falcon, except to the extent the
reverse stock split results in any of Falcon’s stockholders owning
a fractional share. The Common Stock issued pursuant to the reverse
stock split will remain fully-paid and nonassessable. The par value
per share of Common Stock remains the same. The reverse stock split
will not reduce the total number of shares of Common Stock that the
Company is authorized to issue, which will remain at 240,000,000
shares of Class A Common Stock and 120,000,000 shares of Class C
Common Stock.
No fractional shares will be issued in connection with the
reverse stock split. In lieu of fractional shares, stockholders of
Class C Common Stock will receive an amount in cash equal to the
fair value of such fractional shares of Class C Common Stock as
determined by the Board. In lieu of fractional shares of Class A
Common Stock, the aggregate of all fractional shares of Class A
Common Stock will be issued to the exchange agent and the
subsequent sale of such fractional shares of Class A Common Stock
will be sold at prevailing market rates and the proceeds from such
sales, after deduction of customary brokerage commissions and other
expenses, will be distributed pro rata to stockholders who would
otherwise be entitled to fractional shares of Class A Common
Stock.
Continental Stock Transfer & Trust Company, the company’s
transfer agent, will act as the exchange agent for the reverse
stock split. The Company’s stockholders have book-entry shares and
thus, will not need to take any action.
Trading of the Class A Common Stock on a reverse stock
split-adjusted basis will begin at the opening of trading on Nasdaq
on June 6, 2022 under the new name Sitio Royalties Corp. and the
new ticker symbol “STR.” The new CUSIP number for the Class A
Common Stock following the reverse stock split is 82982V 101. The
Company’s warrants will begin trading under the new symbol “STRDW”
at the opening of trading on Nasdaq on June 6, 2022 with the new
CUSIP 82982V 119.
Stock Exchange Listing & De-Listing
The Merger is expected to close on June 7, 2022, at which time
the combined company’s Class A Common Stock and warrants will
continue to trade on the Nasdaq Capital Markets LLC (“Nasdaq”)
under the ticker symbols “STR” and “STRDW.” The listing of the
combined company’s Class A Common Stock and warrants will then be
transferred to the New York Stock Exchange and NYSE American LLC,
respectively, on or about June 14, 2022, where the Class A common
stock will retain the same ticker symbol and the warrants will
trade under the new ticker symbol “STR WS,” and the combined
company’s Class A Common Stock and warrants will be subsequently
delisted from Nasdaq. The warrants will not meet the initial
listing standards of Nasdaq as of closing of the Merger.
Additional Information
Additional information about the amendment to Falcon’s
Certificate of Incorporation, the reverse stock split and the stock
exchange listing and de-listing can be found in the Company’s Proxy
Statement, which is available free of charge at the SEC’s website,
www.sec.gov, and on the Company’s website at
www.falconminerals.com.
About the Companies
Falcon is an Up-C-Corporation formed to own and acquire
high-quality, oil-weighted mineral rights. Falcon owns mineral,
royalty, and over-riding royalty interests covering over 21,000
NRAs in the Eagle Ford Shale and Austin Chalk in Karnes, DeWitt,
and Gonzales Counties in Texas. The Company also owns over 12,000
NRAs in the Marcellus Shale across Pennsylvania, Ohio, and West
Virginia.
Desert Peak was founded by Kimmeridge, a private investment firm
focused on energy solutions, to acquire, own and manage
high-quality Permian Basin mineral and royalty interests with the
objective of generating cash flow from operations that can be
returned to stockholders and reinvested. Desert Peak has
accumulated over 105,000 net royalty acres (“NRAs,” when normalized
to a 1/8th royalty equivalent) through the consummation of over 180
acquisitions to date.
Forward-Looking Statements
This news release includes certain statements that may
constitute “forward-looking statements” for purposes of the federal
securities laws. Forward-looking statements include, but are not
limited to, statements that refer to projections, forecasts, or
other characterizations of future events or circumstances,
including any underlying assumptions. The words “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intends,”
“may,” “might,” “plan,” “seeks,” “possible,” “potential,”
“predict,” “project,” “prospects,” “guidance,” “outlook,” “should,”
“would,” “will,” and similar expressions may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. These statements
include, but are not limited to, statements about Falcon’s and
Desert Peak’s ability to effect the transactions discussed in this
communication; the expected benefits and timing of the
transactions; future dividends; and future plans, expectations, and
objectives for the combined company’s operations after completion
of the transactions, including statements about strategy,
synergies, future operations, financial position, prospects, plans,
and objectives of management. While forward-looking statements are
based on assumptions and analyses made by us that we believe to be
reasonable under the circumstances, whether actual results and
developments will meet our expectations and predictions depend on a
number of risks and uncertainties which could cause our actual
results, performance, and financial condition to differ materially
from our expectations. See “Risk Factors” in Falcon’s definitive
proxy statement filed with the U.S. Securities and Exchange
Commission (the “SEC”) on May 5, 2022 for a discussion of risk
factors related to the Merger and Desert Peak’s business. See also
Part I, Item 1A “Risk Factors” in Falcon’s Annual Report on Form
10-K for the fiscal year ended December 31, 2021 and Part II, Item
1A “Risk Factors” in Falcon’s Quarterly Report on Form 10-Q, each
filed with the SEC for a discussion of risk factors that affect our
business. Any forward-looking statement made in this news release
speaks only as of the date on which it is made. Factors or events
that could cause actual results to differ may emerge from time to
time, and it is not possible to predict all of them. Neither Desert
Peak nor Falcon undertake any obligation to publicly update any
forward-looking statement, whether as a result of new information,
future development, or otherwise, except as may be required by
law.
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version on businesswire.com: https://www.businesswire.com/news/home/20220603005438/en/
Falcon Matthew B. Ockwood Chief Financial Officer
mockwood@falconminerals.com Desert Peak Carrie Osicka Chief
Financial Officer (720) 640-7651 Carrie.Osicka@desertpeak.com
Falcon Minerals (NASDAQ:FLMN)
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