M&A - Sitio Royalties Corp.

Form Type: 425

Filing Date: 2025-06-30

Corporate Action: Merger

Type: New

Accession Number: 000119312525152809

Filing Summary: On June 30, 2025, Viper Energy, Inc. filed a report detailing its acquisition plans involving Sitio Royalties Corp. An Agreement and Plan of Merger was established on June 2, 2025, where New Cobra Pubco, Inc., a wholly-owned subsidiary of Viper, would acquire Sitio in an all-equity transaction termed the 'Sitio Transaction'. This merger is part of Viper's strategic move to enhance its mineral and royalty interests, following a previous acquisition of certain interests from Endeavor Energy Resources, L.P. Key financial statements and reserve reports related to Sitio's operations were scheduled to be disclosed as exhibits in this document. The report emphasizes the need for Sitio to secure stockholder approval for the merger, addressing potential risks and forward-looking statements regarding the merger's execution and integration. Viper is also undertaking to file further necessary documentation with the SEC to facilitate this corporate action.

Form Type: 425

Filing Date: 2025-06-04

Corporate Action: Merger

Type: New

Accession Number: 000119312525134265

Filing Summary: On June 2, 2025, Sitio Royalties Corp. and its subsidiary entered into a Merger Agreement with Viper Energy, Inc. and its affiliates. The transaction involves an all-equity merger wherein Viper will acquire Sitio, resulting in Sitio becoming a wholly owned subsidiary of New Parent. The agreement outlines a series of mergers including the merger of Viper Merger Sub with Viper and Scorpion Merger Sub with Sitio, with specific conversion terms for Sitio’s common stock, which will be exchanged for New Parent stock. Upon completion, Sitio stockholders will hold approximately 20% of the New Parent's outstanding shares. The Board of Directors of Sitio has unanimously approved the agreement, considering it fair and in the best interests of the stockholders. Conditions for the merger's completion include stockholder approvals and regulatory requirements, with penalties outlined for breaches or delays. The document contains additional details about equity awards, voting agreements, and termination rights associated with the Merger Agreement.

Form Type: 425

Filing Date: 2025-06-04

Corporate Action: Merger

Type: New

Accession Number: 000119312525134305

Filing Summary: On June 2, 2025, Viper Energy, Inc. and its subsidiaries entered into a Merger Agreement with Sitio Royalties Corp. and its subsidiaries, detailing a strategic merger plan through a series of mergers termed 'Pubco Mergers'. The agreement outlines that Sitio will be merged into a subsidiary of Viper, with each share of Sitio common stock being converted into shares of the New Parent's common stock, specifically at a rate of 0.4855 shares for Class A and a cancellation of Class C shares. Following the mergers, ownership stakes will result in Viper stockholders owning approximately 80% of the new entity and Sitio stockholders about 20%. The completion of this strategic merger is subject to shareholder approvals from both companies and various regulatory and legal conditions. A termination fee of $89.6 million is specified should the agreement be terminated under certain conditions. Additionally, obligations not to solicit alternative proposals and provisions for equity awards are included. The announcement promotes investor engagement by highlighting the anticipated benefits of the merger.

Form Type: 425

Filing Date: 2025-06-03

Corporate Action: Merger

Type: New

Accession Number: 000119312525133747

Filing Summary: Sitio Royalties Corp. entered into a definitive Agreement and Plan of Merger with Viper Energy, Inc., under which Viper will acquire Sitio in an all-equity transaction valued at approximately $4.1 billion, including Sitio's net debt. The merger, subject to regulatory approvals, will see former Sitio and Viper stockholders owning approximately 20% and 80% of the combined company, respectively. The exchange ratio for Sitio stockholders will be 0.4855 shares of the new holding company per Sitio share, valuing each Sitio share at about $19.41 based on the closing price of Viper stock at the merger announcement date. Both companies' Boards approved the transaction, with significant shareholder support. The merger is expected to close in Q3 2025. Strategic advantages identified include added scale and synergies, as well as an increase in Viper's base dividend. A joint press release regarding the merger was issued, along with an announcement for a conference call discussing the transaction.

Form Type: 425

Filing Date: 2025-06-03

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525134188

Filing Summary: On June 3, 2025, Viper Energy, Inc. announced its proposed acquisition of Sitio Royalties Corp. The acquisition is valued at approximately $4.1 billion, which includes Sitio's net debt of approximately $1.1 billion as of the end of the first quarter of 2025. The deal entails the exchange of 0.4855 shares of Viper for each share of Sitio's Class A common stock, translating to an implied value of $19.41 per Sitio share based on Viper's common stock closing price on June 2, 2025. The agreement has garnered unanimous approval from the boards of directors of both companies and has also received backing from significant stockholders, including Diamondback Energy, who represent about 48% of Sitio's voting power. The transaction is expected to close in the third quarter of 2025, pending customary regulatory approvals. The merger aims to create substantial scale and enhance Viper's operational capabilities, expected to yield approximately $50 million in annual synergies primarily through G&A savings. Post-merger, Viper anticipates an immediate increase in cash available for distribution per share by 8% to 10%, alongside a 10% increase in its base dividend. Viper plans to maintain its investment-grade status and aims to achieve a net debt target of $1.5 billion through free cash flow generation and potential asset sales.

Form Type: 8-K

Filing Date: 2025-06-03

Corporate Action: Merger

Type: New

Accession Number: 000119312525133739

Filing Summary: On June 2, 2025, Sitio Royalties Corp. entered into a Merger Agreement with Viper Energy, Inc. for an all-equity transaction involving multiple mergers: (i) Viper Merger Sub will merge with Viper, with Viper surviving as a subsidiary of New Parent; (ii) Sitio Merger Sub will merge with Sitio, with Sitio surviving as a subsidiary of New Parent; (iii) Sitio Opco will merge with Viper Opco, with Viper Opco surviving. The Mergers will result in former Viper and Sitio stockholders owning approximately 80% and 20%, respectively, of New Parent. Following the announcement, both companies will host a conference call on June 3, 2025, at 7:00 a.m. CT. The filing includes a press release as Exhibit 99.1 that details the Mergers and invites participation in the conference call. The document also outlines forward-looking statements regarding the combined company's performance and merger risks, as well as the intent to file a registration statement for stockholder consideration.

Form Type: 8-K

Filing Date: 2025-06-03

Corporate Action: Merger

Type: New

Accession Number: 000119312525134195

Filing Summary: On June 2, 2025, Sitio Royalties Corp. entered into a Merger Agreement with Viper Energy, whereby Viper will acquire Sitio in an all-equity transaction. The transaction includes multiple mergers: Viper Merger Sub will merge with Viper itself, making it a subsidiary of New Parent; Scorpion Merger Sub will merge into Sitio; and Sitio Opco will merge into Viper Opco. Holders of Sitio’s Class A common stock will receive 0.4855 shares of New Parent Class A common stock per share they own. The companies have conditions including the need for stockholder approvals and SEC registrations for the transaction to proceed. Following the merger, Sitio stockholders will own approximately 20% of New Parent. The Sitio board has recommended approval of the merger to stockholders. The agreement contains various provisions regarding potential competing proposals and termination fees for breach or withdrawal from the deal.