--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-22-314836" form_type: "8-K" ticker: null cik: "0001703785" company_name: "STR Sub Inc." filed_at: "2022-12-29T23:59:59+00:00" generated_at: "2026-06-20T21:55:14.773869+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Sitio Royalties completes merger with Brigham Minerals, creating combined mineral and royalty leader ## Summary - Merger effective Dec 29, 2022; 91% of Sitio stockholders approved via written consent. - Former Sitio common stock delisted from NYSE; trading suspended Dec 28, 2022. - Borrowing base under credit facility reaffirmed at $300M; $450M senior notes amended. - Directors Steven Jones and Allen Li resigned; Christopher Conoscenti and Carrie Osicka appointed. - Warrants now exercisable for New Sitio Class A common stock under amended warrant agreement. ## SEC filing metadata - accession: 0001193125-22-314836 - form_type: 8-K - cik: 0001703785 - company_name: STR Sub Inc. - filed_at: 2022-12-29T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 5.07, 1.01, 2.01, 3.01, 3.03, 5.01, 5.03, 5.02, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1703785/000119312522314836/0001193125-22-314836-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1703785/000119312522314836/d384928d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-22-314836 - JSON: https://secwatch.observer/filing/0001193125-22-314836.json - Plain text: https://secwatch.observer/filing/0001193125-22-314836.txt ## Key facts - Executive change Steven Jones resigned as Director at STR Sub Inc.. - Action: resigned - Role: Director source text: Steven Jones and Allen Li each resigned and ceased to be directors of Former Sitio evidence_url: https://www.sec.gov/Archives/edgar/data/1703785/000119312522314836/0001193125-22-314836-index.htm - Executive change Allen Li resigned as Director at STR Sub Inc.. - Action: resigned - Role: Director source text: Steven Jones and Allen Li each resigned and ceased to be directors of Former Sitio evidence_url: https://www.sec.gov/Archives/edgar/data/1703785/000119312522314836/0001193125-22-314836-index.htm - Executive change Carrie Osicka was appointed as Director at STR Sub Inc.. - Action: appointed - Role: Director source text: Christopher L. Conoscenti and Carrie Osicka were designated and appointed as the sole directors of Former Sitio’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1703785/000119312522314836/0001193125-22-314836-index.htm - Executive change Christopher L. Conoscenti was appointed as Director at STR Sub Inc.. - Action: appointed - Role: Director source text: Christopher L. Conoscenti and Carrie Osicka were designated and appointed as the sole directors of Former Sitio’s board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/1703785/000119312522314836/0001193125-22-314836-index.htm - M&A Transactions STR Sub Inc. underwent a change of control involving Sitio Royalties Corp. (closed 2022-12-29). - Action: change of control - Counterparty: Sitio Royalties Corp. - Closing: 2022-12-29 source text: As part of the Mergers, Former Sitio became a wholly owned subsidiary of New Sitio. evidence_url: https://www.sec.gov/Archives/edgar/data/1703785/000119312522314836/0001193125-22-314836-index.htm - M&A Transactions STR Sub Inc. completed an acquisition involving Brigham Minerals, Inc. (closed 2022-12-29). - Action: acquisition - Counterparty: Brigham Minerals, Inc. - Closing: 2022-12-29 source text: As a result, effective as of December 29, 2022, the Mergers were consummated in accordance with the Merger Agreement. evidence_url: https://www.sec.gov/Archives/edgar/data/1703785/000119312522314836/0001193125-22-314836-index.htm - Material Agreements STR Sub Inc. amended Amendment to the Second Amended and Restated Agreement of Limited Partnership of Opco LP with Sitio Royalties GP, LLC valued at Amends Opco LPA to replace references to Former Sitio with New Sitio and provides for cash settlemen (effective 2022-12-29). - Action: amendment - Counterparty: Sitio Royalties GP, LLC - Value: Amends Opco LPA to replace references to Former Sitio with New Sitio and provides for cash settlemen - Effective: 2022-12-29 source text: In connection with the Closing, Sitio Royalties GP, LLC, a Delaware limited liability company and wholly owned subsidiary of Former Sitio, entered into an amendment (the “ Sitio Opco LPA Amendment ”) to the Second Amended and Restated Agreement of Limited Partnership of Opco LP (as amended, the “ Sitio Opco LPA ”) as the sole general partner of Opco LP. evidence_url: https://www.sec.gov/Archives/edgar/data/1703785/000119312522314836/0001193125-22-314836-index.htm - Material Agreements STR Sub Inc. amended Fourth Amendment to Credit Agreement with Opco LP, other guarantors, Bank of America, N.A. valued at Amends Former Sitio Credit Agreement to permit Mergers, reaffirm borrowing base at $300,000,000, des (effective 2022-12-29). - Action: amendment - Agreement: credit facility - Counterparty: Opco LP, other guarantors, Bank of America, N.A. - Value: Amends Former Sitio Credit Agreement to permit Mergers, reaffirm borrowing base at $300,000,000, des - Effective: 2022-12-29 source text: On December 29, 2022, Opco LP and the other guarantors party thereto entered into that certain Fourth Amendment to Credit Agreement (the “ RBL Fourth Amendment ”), pursuant to which, among other things, the Credit Agreement was amended to (i) permit the consummation of, and the transactions contemplated by, the Mergers described above, (ii) reaffirm the borrowing base under the Former Sitio Credit Agreement at $300,000,000, (iii) designate certain subsidiaries of Brigham as unrestricted subsidiaries (the “ Brigham Unrestricted Subsidiaries ”), (iv) require that the Brigham Unrestricted Subsidiaries become restricted subsidiaries under the Former Sitio Credit Agreement on or before June 30, 2023 and (v) include restrictions on the amount of debt that can be incurred by the Brigham Unrestricted Subsidiaries before they are designated as restricted subsidiaries under the RBL Credit Agreement. evidence_url: https://www.sec.gov/Archives/edgar/data/1703785/000119312522314836/0001193125-22-314836-index.htm - Material Agreements STR Sub Inc. amended First Amendment to Note Purchase Agreement with Opco LP, guarantors, U.S. Bank Trust Company, National Association valued at Amends Note Purchase Agreement to designate Brigham Unrestricted Subsidiaries as unrestricted, requi (effective 2022-12-29). - Action: amendment - Agreement: notes offering - Counterparty: Opco LP, guarantors, U.S. Bank Trust Company, National Association - Value: Amends Note Purchase Agreement to designate Brigham Unrestricted Subsidiaries as unrestricted, requi - Effective: 2022-12-29 source text: On December 29, 2022, Opco LP and the guarantors entered into that certain First Amendment to Note Purchase Agreement (the “ NPA First Amendment ”), pursuant to which, among other things, the Note Purchase Agreement was amended to (i) ( designate the Brigham Unrestricted Subsidiaries as unrestricted subsidiaries under the Note Purchase Agreement, (ii) require that the Brigham Unrestricted Subsidiaries become restricted subsidiaries under the Note Purchase Agreement and the RBL Credit Agreement (as defined in the Note Purchase Agreement on or before June 30, 2023 (iii) postpone the automatic 0.75% (or, in certain circumstances, 1.75%) reduction of the applicable margin on the 2026 Senior Notes from the date when the Mergers are consummated to the date when the Brigham Unrestricted Subsidiaries are designated as restricted subsidiaries under the Note Purchase Agreement and (iv) include restrictions on the amount of debt that can be incurred by the Brigham Unrestricted Subsidiaries before evidence_url: https://www.sec.gov/Archives/edgar/data/1703785/000119312522314836/0001193125-22-314836-index.htm - Material Agreements STR Sub Inc. amended Warrant Assignment, Assumption and Amendment Agreement with New Sitio, Former Sitio, Continental Stock Transfer & Trust Company valued at Amends Existing Warrant Agreement to provide for assumption by New Sitio; all Former Sitio warrants (effective 2022-12-29). - Action: amendment - Counterparty: New Sitio, Former Sitio, Continental Stock Transfer & Trust Company - Value: Amends Existing Warrant Agreement to provide for assumption by New Sitio; all Former Sitio warrants - Effective: 2022-12-29 source text: New Sitio, Former Sitio and Continental Stock Transfer & Trust Company, a New York corporation (“ Continental ”) entered into that certain Assignment, Assumption and Amendment Agreement (the “ Warrant Agreement Amendment ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1703785/000119312522314836/0001193125-22-314836-index.htm - Shareholder Votes STR Sub Inc. shareholders approved Adopt and approve the Merger Agreement and the Mergers. - Proposal: merger approval - Outcome: passed source text: Sitio received written consents from stockholders holding 76,366,807 shares of Sitio Common Stock, approving the proposal to adopt and approve the Merger Agreement and the Mergers. evidence_url: https://www.sec.gov/Archives/edgar/data/1703785/000119312522314836/0001193125-22-314836-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.