News Alert: Osprey Energy Acquisition Corp. & Blackstone’s Royal Resources Announce Combination

Osprey Energy Acquisition Corp. and Blackstone’s Royal Resources to Form Falcon Minerals Corporation, an Oil-Weighted Minerals Company

Osprey Energy Acquisition Corp., an energy-focused SPAC, announced this morning it has entered into a definitive agreement to acquire the assets of Royal Resources, an entity owned by funds managed by Blackstone Energy Partners and Blackstone Capital Partners. The acquired Royal assets represent the entirety of Blackstone’s mineral interests in the Eagle Ford Shale, and the transaction will create a company with a total enterprise value of approximately $894 million.

Investor Webcast and Presentation Information

At 10:00 am EST on June 4, 2018, Osprey will be holding an investor conference call to discuss the transaction.

• Domestic toll-free access number is (877) 522-6073.  Conference ID number is 9716669 and request access to the Falcon Minerals Transaction Announcement Investor Call.

• Replay of the call domestic toll-free access number is (855) 859-2056 or (404) 537-3406, Conference ID number is 9716669 and request access to the Falcon Minerals Transaction Announcement Investor Call.

TRANSACTION DETAILS

CONSIDERATION

• $400 million of cash and 40 million of common units of Falcon Minerals Operating Partnership (and an equal number of non-economic shares of Class C common stock of Falcon Minerals Corporation)
• Each common unit of Falcon Minerals Operating Partnership (together with one share of Class C common stock of Falcon Minerals Corporation) will be exchangeable into one share of Class A common stock of Falcon Minerals Corporation.

EARN-OUT

• Earn-out 1: Blackstone may earn an additional 10 million common units of Falcon Minerals Operating Partnership (together with an equivalent number of Class C common stock of Falcon Minerals Corporation) if the Falcon Minerals Class A common stock trades above $12.50 per share for 30 days on a volume-weighted average basis
• Earn-out 2: An additional 10 million common units of Falcon Minerals Operating Partnership (together with an equivalent number of Class C common stock of Falcon Minerals Corporation) if the Falcon Minerals Class A common stock trades above $15.00 per share for 30 days on a volume-weighted average basis.

FINANCING

• Osprey has entered into agreements to sell in a private placement approximately 11.5 million shares of its Class A common stock at a price of $10.00 per share, for a total of approximately $115 million.
• Osprey has received a contractual commitment from all of the investors in the private placement who currently hold Osprey common stock (which constitutes approximately $75 million of Osprey common stock in the aggregate) that they will retain their shares at least through closing and not redeem their shares for cash.
• Osprey has also entered into a debt commitment agreement with certain lenders, pursuant to which the lenders have committed to make available to Osprey at closing a $500 million revolving credit facility with an initial borrowing base of $115 million.

ADVISORS

• Credit Suisse Securities (USA) LLC acted as capital markets advisors to Osprey and sole placement agent on the PIPE; Wachtell, Lipton, Rosen & Katz acted as legal counsel to Osprey; Paul Hastings LLP and Ledgewood PC acted as Oil and Gas counsel to Osprey. Citi acted as financial advisor and capital markets advisor to Blackstone and is acting as Lead Arranger and Administrative Agent on the fully underwritten RBL Facility; Kirkland & Ellis LLP acted as legal counsel to Blackstone.