Form of Reorganization Agreement

EX-2.1 2 d611996dex21.htm EX-2.1 EX-2.1

Exhibit 2.1

MASTER REORGANIZATION AGREEMENT

This Master Reorganization Agreement (this “Agreement”), dated as of [●], 2019 (the “Effective Date”), is entered into by and among Brigham Minerals Holdings, LLC, a Delaware limited liability company (“Brigham LLC”), Brigham Minerals, Inc., a Delaware corporation (“Brigham Inc.”), Brigham Equity Holdings, LLC, a Delaware limited liability company (“Brigham Equity Holdings”), Brigham Resources, LLC, a Delaware limited liability company and wholly owned subsidiary of Brigham LLC (“Brigham Resources”), Brigham Minerals, LLC, a Delaware limited liability company and wholly owned subsidiary of Brigham Resources (“Brigham Minerals”), Brigham Parent Holdings, L.P., a Delaware limited partnership (“Brigham Parent”), Warburg Pincus Private Equity (E&P) XI (Brigham), LLC, a Delaware limited liability company (“Brigham Private Equity”), Warburg Pincus Energy (E&P) (Brigham) LLC, a Delaware limited liability company (the “WPE Main Brigham Blocker”), WP Energy Partners (E&P) (Brigham), LLC, a Delaware limited liability company (the “WPE FAF Brigham Blocker”), Warburg Pincus XI (E&P) Partners-B (Brigham), LLC, a Delaware limited liability company (the “WP XI Professionals Brigham Blocker”), Warburg Pincus Energy (E&P) Partners-B (Brigham), LLC, a Delaware limited liability company (the “WPE Professionals Brigham Blocker”), Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company (“Warburg XI-A”), Warburg Pincus XI (E&P) Partners-A (Brigham) LLC, a Delaware limited liability partners (“Warburg XI Partners-A”), Warburg Pincus Energy (E&P)-A (Brigham) LLC, a Delaware limited liability company (“Warburg -A”), Warburg Pincus Energy (E&P) Partners-A (Brigham) LLC, a Delaware limited liability company (“Warburg Partners-A”), WP Brigham Holdings, L.P., a Delaware limited partnership (“WP Brigham Holdings”), WP Energy Brigham Holdings, L.P., a Delaware limited partnership (“WP Energy Brigham Holdings”), WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership (“WP Energy Partners Brigham Holdings”), Yorktown Energy Partners, IX, L.P., a Delaware limited partnership (“Yorktown IX”), Yorktown Energy Partners, X, L.P., a Delaware limited partnership (“Yorktown X”), Yorktown Energy Partners, XI, L.P., a Delaware limited partnership (“Yorktown XI”), YT Brigham Co Investment Partners, LP, a Delaware limited partnership (“YT Brigham Co”), Pine Brook BXP Intermediate, L.P., a Delaware limited partnership (“Pine Brook BXP”), Pine Brook BXP II Intermediate, L.P., a Delaware limited partnership (“Pine Brook BXP II”), Pine Brook PD Intermediate, L.P., a Delaware limited partnership (“Pine Brook PD”), and certain members of Brigham Equity Holdings as set forth on the signature pages hereto. Brigham LLC, Brigham Inc., Brigham Equity Holdings, Brigham Resources, Brigham Minerals, Brigham Parent, Brigham Private Equity, WPE Main Brigham Blocker, WPE FAF Brigham Blocker, WP XI Professionals Brigham Blocker, WPE Professionals Brigham Blocker, Warburg XI-A, Warburg XI Partners-A, Warburg-A, Warburg Partners-A, WP Brigham Holdings, WP Energy Brigham Holdings, WP Energy Partners Brigham Holdings, Yorktown IX, Yorktown X, Yorktown XI, YT Brigham Co, Pine Brook BXP, Pine Brook BXP II, Pine Brook PD and the certain members of Brigham Equity Holdings as set forth on the signature pages hereto are each individually referred to herein as a “Party” and collectively, the “Parties.”

RECITALS

WHEREAS, in connection with the Offering (as defined herein) pursuant to, and as more fully described in, a registration statement filed with the U.S. Securities and Exchange Commission, Registration No. 333-230373 (the “Registration Statement”), the Parties shall enter into certain restructuring transactions (the “Reorganization”) as more particularly described herein;

WHEREAS, in connection with the Offering and the Reorganization, the Parties desire to, among other things, (i) establish the economic terms of the Reorganization and (ii) enter into certain agreements to effectuate the foregoing;

WHEREAS, prior to the transactions described in Section 1.4, the Parties contemplate completing certain other restructuring transactions related to a redemption in certain interests in Brigham Equity Holdings; and

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows and further agree that the actions set forth in Article I and Article II shall be deemed to have been taken and become effective in the order set forth therein.

ARTICLE I

RESTRUCTURING TRANSACTIONS

Section 1.1. Underwriting Agreement. Upon final approval of the Board of Directors of Brigham Inc., or an authorized committee thereof (the “Board”), of the terms of an Offering, Brigham Inc. and Brigham LLC shall enter into a firm commitment underwriting agreement (the “Underwriting Agreement”) with the representatives of the underwriters named in the Registration Statement (the “Underwriters”), pursuant to which Brigham Inc. shall agree to issue and sell shares of its Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), to the Underwriters at a price per share equal to a price to be offered to the public less the per-share underwriting discount and commissions to be set forth in the Underwriting Agreement. The Parties acknowledge that it is currently contemplated that Brigham Inc. will offer and sell up to [●] shares of its Class A Common Stock, including [●] shares pursuant to the Underwriters’ option to purchase additional shares in the offering (the “Underwriters’ Option”), at a price to the public between $[●] and $[●] per share. The Parties further acknowledge that the Board shall have the authority to approve the ultimate number of shares of Class A Common Stock to be issued pursuant to the Underwriting Agreement (including any increase or decrease from the number contemplated above) and the terms, including the price to the public (including a price that is lower than the range of prices set forth above) and the underwriting discount and commissions, under which such shares of Class A Common Stock shall be so issued to the Underwriters. The offering and sale of Class A Common Stock pursuant to the Underwriting Agreement shall be referred to herein as the “Offering.”

Section 1.2. Amended and Restated Certificate of Incorporation and Bylaws of Brigham Inc.. Prior to the consummation of the first sale by Brigham Inc. to the Underwriters of Class A Common Stock pursuant to the Offering (the “Initial Offering Closing”), Brigham Inc. shall (i) file with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation of Brigham Inc. (the “Certificate of Incorporation”) in the form attached hereto as Exhibit A and (ii) adopt Amended and Restated Bylaws of Brigham Inc. (the “Bylaws”) in the form attached hereto as Exhibit B.

Section 1.3. Amended and Restated LLC Agreement of Brigham LLC. Prior to the transactions described in Section 1.4, the limited liability company agreement of Brigham LLC will be amended and restated in the form attached hereto as Exhibit C to provide for, among other items, (i) a recapitalization of the membership interests in Brigham LLC into a single class of [●] common units in Brigham LLC (“Brigham LLC Units”), (ii) WPE Main Brigham Blocker as its sole managing member, and (iii) the Brigham LLC Units held by its members, other than Brigham Inc. and its subsidiaries, to be redeemable for Class A Common Stock or an equivalent amount of cash, upon the terms set forth therein.

Section 1.4. Distribution of Brigham LLC Units. Effective immediately prior to the transactions described in Section 1.5, Brigham Equity Holdings will distribute to each of its members that holds Capital Units (as defined in the Brigham Equity Holdings LLC Agreement (as defined below)) or Vested Incentive Units (as defined in the Brigham Equity Holdings LLC Agreement) such number of Brigham LLC Units having a value (assuming each such Brigham LLC Unit has a value equal to the IPO Price (as defined below)) equal to the amount of cash such member would have received pursuant to Section 6.2 and, to the extent related to distributions of Tier II Minerals Available Cash (as defined in the Brigham Equity Holdings LLC Agreement), Section 6.3 of the First Amended and Restated Limited Liability Company Agreement of Brigham Equity Holdings, dated November 20, 2018 (the “Brigham Equity Holdings LLC Agreement”) if Brigham Equity Holdings were to make a cash distribution to its members in an aggregate amount equal to the product of (i) [●]¹ and (ii) $[●] (the “IPO Price”) in (i) complete redemption of such members’ Capital Units in Brigham Equity Holdings and (ii) partial redemption of such members’ Vested Incentive Units in Brigham Equity Holdings such that each member holding Vested Incentive Units retains its interest in Brigham Equity Holdings to the extent of its right to share in any Unvested Incentive Units (as defined in the Brigham Equity Holdings LLC Agreement) that may be forfeited in the future. In connection with the transactions described in the previous sentence, Brigham Equity Holdings will enter into an amended and restated limited liability company agreement in the form attached hereto as Exhibit D and retain the Brigham LLC Units allocated to the Unvested Incentive Units.

Section 1.5. Offering; Use of Offering Proceeds and Post-Closing Steps. Following the completion of the transactions contemplated by Section 1.4, at the Initial Offering Closing and immediately thereafter the following steps will occur in the following order:

(a) Brigham Inc. will distribute to Brigham Parent a number of shares of Class A Common Stock in the form of a stock dividend such that Brigham Parent shall receive a number of shares of Class A Common Stock equivalent to the number of Brigham LLC Units distributed to Brigham Inc. and its subsidiaries pursuant to Section 1.4.

¹	Note to Draft: Equals the number of Brigham LLC Units set forth in Section 1.3.

(b) Brigham Inc. will issue shares of its Class A Common Stock to the Underwriters in the manner and for the consideration set forth in the Underwriting Agreement.

(c) Brigham Inc. will contribute all of the net proceeds received by it in the Offering and an aggregate [●] shares of Class B Common Stock, par value $0.01 per share (the “Class B Common Stock”), to WPE Main Brigham Blocker, and WPE Main Brigham Blocker will contribute such net proceeds and shares of Class B Common Stock to Brigham LLC. If the underwriters exercise the Underwriters’ Option, in whole or in part (whether at the Initial Offering Closing or thereafter), the amount of the net proceeds received pursuant to the exercise of the Option will also be contributed to Brigham LLC as described in the previous sentence.

(d) In exchange for the contributions described in Section 1.5(c), Brigham LLC will issue to WPE Main Brigham Blocker an aggregate number of Brigham LLC Units equal to the number of shares of Class A Common Stock issued to the public pursuant to the Offering. If the underwriters exercise the Underwriters’ Option, an additional amount of Brigham LLC Units equal to the number of shares of Class A Common Stock issued pursuant to the Underwriters’ Option will be issued to WPE Main Brigham Blocker.

(e) Brigham LLC will distribute the shares of Class B Common Stock received from Brigham Inc. pursuant to the transactions described in Section 1.5(c) to its members (other than Brigham Inc. and its subsidiaries) so that each such member shall receive a number of shares of Class B Common Stock equal to the number of Brigham LLC Units held by such member.

(f) Brigham LLC will further contribute $[●] of the net proceeds of the Offering received in Section 1.5(c) to Brigham Resources, which in turn will contribute such amount received from Brigham LLC to Brigham Minerals in order for Brigham Minerals to repay the outstanding borrowings under its term loan facility.

ARTICLE II

ADDITIONAL TRANSACTION AGREEMENTS

Section 2.1. Registration Rights Agreement. Prior to the Initial Offering Closing, Brigham Inc. and the other parties listed on the signature pages therein shall enter into the Registration Rights Agreement in the form attached hereto as Exhibit E.

Section 2.2. Stockholders’ Agreement. Prior to the Initial Offering Closing, Brigham Inc., and the stockholders listed in the signature pages therein shall enter into the Stockholders’ Agreement in the form attached hereto as Exhibit F.

Section 2.3. Long-Term Incentive Plan. Prior to the Initial Offering Closing, Brigham Inc. will adopt the Long-Term Incentive Plan, providing for the issuance of up to [●] shares of Class A Common Stock as further described in the Registration Statement, which has been previously approved by the Board.

ARTICLE III

MISCELLANEOUS

Section 3.1. The terms set forth below in this Section 4.1 shall have the meanings ascribed to them below:

(a) “Affiliate” has the meaning ascribed to such term in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended.

(b) “Common Stock” means shares of Class A Common Stock and Class B Common Stock.

Section 3.2. Headings; References; Interpretation. All Article and Section headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, including, without limitation, all Schedules and Exhibits attached hereto, and not to any particular provision of this Agreement. All references herein to Articles, Sections, Schedules and Exhibits shall, unless the context requires a different construction, be deemed to be references to the Articles and Sections of this Agreement and the Schedules and Exhibits attached hereto, and all such Schedules and Exhibits attached hereto are hereby incorporated herein and made a part hereof for all purposes. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation,” “but not limited to,” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.

Section 3.3. Consent and Amendment. To the extent required under applicable law or the governing documents of any of the Parties, the Parties acknowledge that this Agreement constitutes the written consent of the relevant Parties to each of the agreements and transactions described herein, including by each of the Parties in its capacity as a member or manager of any other Party. Furthermore, each of the undersigned, in his, her or its capacity as a member of Brigham Equity Holdings, consents to the amendment of the Brigham Equity Holdings LLC Agreement to the extent necessary to effect the foregoing transactions, including the Reorganization, and the Brigham Equity Holdings LLC Agreement is by this Agreement automatically amended to such extent without any further action required on the part of any member of Brigham Equity Holdings or the Board of Directors of Brigham Equity Holdings.

Section 3.4. Deed; Bill of Sale; Assignment. To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “bill of sale” or “assignment” of the interests referenced herein.

Section 3.5. Further Assurances. From time to time after the Effective Date, and without any further consideration, the Parties agree to execute, acknowledge and deliver all such additional assignments, conveyances, instruments, notices and other documents, and to do all such other acts and things, all in accordance with applicable law, as may be necessary or appropriate (a) more fully to assure that the applicable Parties own all of the properties, rights, titles, interests, estates, remedies, powers and privileges granted by this Agreement, or which are intended to be so granted, (b) more fully and effectively to vest in the applicable Parties and their respective successors and assigns beneficial and record title to the interests contributed, redeemed and assigned by this Agreement or intended to be so and (c) more fully and effectively to carry out the purposes and intent of this Agreement

Section 3.6. Successors and Assigns; No Third Party Rights. The Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. This Agreement is not intended to, and does not, create rights in any other person, and no person is or is intended to be a third-party beneficiary of any of the provisions of this Agreement.

Section 3.7. Severability. If any of the provisions of this Agreement are held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions held to be invalid, and an equitable adjustment shall be made and necessary provision added so as to give effect to the intention of the Parties as expressed in this Agreement at the time of execution of this Agreement.

Section 3.8. Waivers and Amendments. Any waiver of any term or condition of this Agreement, or any amendment or supplement to this Agreement, shall be effective only if in writing and signed by the Parties. A waiver of any breach or failure to enforce any of the terms or conditions of this Agreement shall not in any way affect, limit or waive a Party’s rights hereunder at any time to enforce strict compliance thereafter with every term or condition of this Agreement.

Section 3.9. Entire Agreement. This Agreement (together with each of the Exhibits attached hereto) constitutes the entire agreement among the Parties pertaining to the transactions contemplated hereby and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties pertaining thereto.

Section 3.10. Governing Law. THIS AGREEMENT AND THE PERFORMANCE OF THE TRANSACTIONS BY THE PARTIES SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW PRINCIPLES.

Section 3.11. Jurisdiction and Venue. THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE DELAWARE CHANCERY COURTS LOCATED IN WILMINGTON, DELAWARE, OR, IF SUCH COURT SHALL NOT HAVE JURISDICTION, ANY FEDERAL COURT OF

THE UNITED STATES OR OTHER DELAWARE STATE COURT LOCATED IN WILMINGTON, DELAWARE, AND APPROPRIATE APPELLATE COURTS THEREFROM, OVER ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY (EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OTHER AGREEMENT), AND EACH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH DISPUTE MAY BE HEARD AND DETERMINED IN SUCH COURTS. THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY BROUGHT IN SUCH COURTS OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE. EACH OF THE PARTIES AGREES THAT A JUDGMENT IN ANY SUCH DISPUTE MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. THIS CONSENT TO JURISDICTION IS BEING GIVEN SOLELY FOR PURPOSES OF THIS AGREEMENT AND IS NOT INTENDED TO, AND SHALL NOT, CONFER CONSENT TO JURISDICTION WITH RESPECT TO ANY OTHER DISPUTE IN WHICH A PARTY MAY BECOME INVOLVED.

Section 3.12. Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

Section 3.13. Counterparts. This Agreement may be executed in any number of counterparts (including by facsimile or other electronic means) with the same effect as if all Parties had signed the same document.

* * * * *

IN WITNESS WHEREOF, this Agreement has been duly executed by each of the Parties as of the date first written above.


BRIGHAM MINERALS HOLDINGS, LLC

By:
Name:
Title:

BRIGHAM MINERALS, INC.

By:
Name:
Title:

BRIGHAM EQUITY HOLDINGS, LLC

By:
Name:
Title:

BRIGHAM RESOURCES, LLC

By:
Name:
Title:

BRIGHAM MINERALS, LLC

By:
Name:
Title:

Signature Page to