We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Falcon Minerals Corporation (“Falcon” or the “Company”) (NASDAQ: FLMN), in connection with the proposed merger of the Company with Desert Peak Minerals (“Desert Peak”). Under the terms of the merger agreement, Desert Peak will become a subsidiary of Falcon’s operating partnership (“OpCo”). The combined company will retain Falcon’s “Up-C” structure, and Desert Peak’s equity holders will receive 235 million shares of Class C common stock, with voting rights in the combined company and a corresponding number of limited partner units representing economic interests in OpCo. Desert Peak’s equity holders may receive additional equity consideration, subject to certain exceptions. Upon completion of the transaction, Desert Peak’s equity holders will own approximately 73% and existing Falcon shareholders will only own approximately 27% of the combined company.
WeissLaw LLP is investigating whether (i) Falcon’s board of directors acted in the best interests of Company shareholders in agreeing to the proposed transaction, and (ii) all information regarding the sales process and valuation of the transaction will be fully and fairly disclosed.