8-K12B
filed December 29, 2022, 6:59 PM ET
CIK 0001949543
M&A
confidence high
sentiment positive
materiality 0.90
Sitio Royalties Corp.: M&A transaction — Sitio Royalties (STR) completes all-stock merger with Brigham Minerals, creating combined royalty company
Sitio Royalties Corp.
- Brigham shareholders receive 1.133 shares of new Sitio Class A common stock per Brigham share.
- Former Sitio and Brigham common stock delisted from NYSE; only STR shares and STR WS warrants trade.
- Borrowing base on credit facility reaffirmed at $300M; $450M senior notes outstanding.
- Board expanded to nine members; new directors and officers appointed, including EVPs and VP.
- Sitio assumes registration rights, warrant obligations, and equity incentive plans from both legacy companies.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Claire R. Harvey was appointed as Director at Sitio Royalties Corp..
- Action
- appointed
- Role
- Director
Exact text from the filing
each of the following individuals were appointed to the New Sitio Board: Morris R. Clark, Alice E. Gould, Claire R. Harvey, Gayle L. Burleson, Jon-Al Duplantier, Richard K. Stoneburner and John R. (“J.R.”) Sult.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Morris R. Clark was appointed as Director at Sitio Royalties Corp..
- Action
- appointed
- Role
- Director
Exact text from the filing
each of the following individuals were appointed to the New Sitio Board: Morris R. Clark, Alice E. Gould, Claire R. Harvey, Gayle L. Burleson, Jon-Al Duplantier, Richard K. Stoneburner and John R. (“J.R.”) Sult.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jim Norris was appointed as Vice President, Chief Accounting Officer at Sitio Royalties Corp..
- Action
- appointed
- Role
- Vice President, Chief Accounting Officer
Exact text from the filing
New Sitio appointed as its additional officers Jarret Marcoux as Executive Vice President of Engineering & Acquisitions, Britton James as Executive Vice President of Land, A. Dax McDavid as Executive Vice President, Corporate Development and Jim Norris as Vice President, Chief Accounting Officer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Richard K. Stoneburner was appointed as Director at Sitio Royalties Corp..
- Action
- appointed
- Role
- Director
Exact text from the filing
each of the following individuals were appointed to the New Sitio Board: Morris R. Clark, Alice E. Gould, Claire R. Harvey, Gayle L. Burleson, Jon-Al Duplantier, Richard K. Stoneburner and John R. (“J.R.”) Sult.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Alice E. Gould was appointed as Director at Sitio Royalties Corp..
- Action
- appointed
- Role
- Director
Exact text from the filing
each of the following individuals were appointed to the New Sitio Board: Morris R. Clark, Alice E. Gould, Claire R. Harvey, Gayle L. Burleson, Jon-Al Duplantier, Richard K. Stoneburner and John R. (“J.R.”) Sult.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
A. Dax McDavid was appointed as Executive Vice President, Corporate Development at Sitio Royalties Corp..
- Action
- appointed
- Role
- Executive Vice President, Corporate Development
Exact text from the filing
New Sitio appointed as its additional officers Jarret Marcoux as Executive Vice President of Engineering & Acquisitions, Britton James as Executive Vice President of Land, A. Dax McDavid as Executive Vice President, Corporate Development and Jim Norris as Vice President, Chief Accounting Officer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Britton James was appointed as Executive Vice President of Land at Sitio Royalties Corp..
- Action
- appointed
- Role
- Executive Vice President of Land
Exact text from the filing
New Sitio appointed as its additional officers Jarret Marcoux as Executive Vice President of Engineering & Acquisitions, Britton James as Executive Vice President of Land, A. Dax McDavid as Executive Vice President, Corporate Development and Jim Norris as Vice President, Chief Accounting Officer.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jon-Al Duplantier was appointed as Director at Sitio Royalties Corp..
- Action
- appointed
- Role
- Director
Exact text from the filing
each of the following individuals were appointed to the New Sitio Board: Morris R. Clark, Alice E. Gould, Claire R. Harvey, Gayle L. Burleson, Jon-Al Duplantier, Richard K. Stoneburner and John R. (“J.R.”) Sult.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gayle L. Burleson was appointed as Director at Sitio Royalties Corp..
- Action
- appointed
- Role
- Director
Exact text from the filing
each of the following individuals were appointed to the New Sitio Board: Morris R. Clark, Alice E. Gould, Claire R. Harvey, Gayle L. Burleson, Jon-Al Duplantier, Richard K. Stoneburner and John R. (“J.R.”) Sult.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John R. ("J.R.") Sult was appointed as Director at Sitio Royalties Corp..
- Action
- appointed
- Role
- Director
Exact text from the filing
each of the following individuals were appointed to the New Sitio Board: Morris R. Clark, Alice E. Gould, Claire R. Harvey, Gayle L. Burleson, Jon-Al Duplantier, Richard K. Stoneburner and John R. (“J.R.”) Sult.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jarret Marcoux was appointed as Executive Vice President of Engineering & Acquisitions at Sitio Royalties Corp..
- Action
- appointed
- Role
- Executive Vice President of Engineering & Acquisitions
Exact text from the filing
New Sitio appointed as its additional officers Jarret Marcoux as Executive Vice President of Engineering & Acquisitions, Britton James as Executive Vice President of Land, A. Dax McDavid as Executive Vice President, Corporate Development and Jim Norris as Vice President, Chief Accounting Officer.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Sitio Royalties Corp.: Changed corporate name to Sitio Royalties Corp. and amended certificate of incorporation effective December 29, 2022 (effective 2022-12-29).
- Change
- charter amendment
- Effective
- 2022-12-29
Exact text from the filing
Effective as of immediately following the completion of the Mergers on December 29, 2022 and in accordance with the Merger Agreement, New Sitio changed the corporate name of New Sitio from “Snapper Merger Sub I, Inc.” to “Sitio Royalties Corp.” and has amended and restated its certificate of incorporation to reflect such name change.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Sitio Royalties Corp.: Amended and restated certificate of incorporation and bylaws effective December 28, 2022 (effective 2022-12-28).
- Change
- charter amendment
- Effective
- 2022-12-28
Exact text from the filing
Effective as of December 28, 2022, in connection with the Mergers, New Sitio amended and restated its certificate of incorporation and its bylaws to reflect the changes contemplated by the Merger Agreement and described in the Consent Solicitation Statement/Proxy Statement/Prospectus, other than changing the corporate name to “Sitio Royalties Corp.”
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Sitio Royalties Corp. completed an acquisition involving Brigham Minerals, Inc. (closed 2022-12-29).
- Action
- acquisition
- Counterparty
- Brigham Minerals, Inc.
- Closing
- 2022-12-29
Exact text from the filing
On December 29, 2022, the Mergers were consummated in accordance with the Merger Agreement.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Sitio Royalties Corp. entered into Warrant Agreement Amendment with New Sitio, Former Sitio and Continental Stock Transfer & Trust Company valued at Amends the Existing Warrant Agreement to provide for New Sitio's assumption of Former Sitio's obliga (effective 2022-12-29).
- Action
- entry
- Counterparty
- New Sitio, Former Sitio and Continental Stock Transfer & Trust Company
- Value
- Amends the Existing Warrant Agreement to provide for New Sitio's assumption of Former Sitio's obliga
- Effective
- 2022-12-29
Exact text from the filing
At the Closing, New Sitio, Former Sitio and Continental Stock Transfer & Trust Company, a New York corporation (" Continental ") entered into an Assignment, Assumption and Amendment Agreement (the " Warrant Agreement Amendment "). The Warrant Agreement Amendment amends that certain Warrant Agreement, dated as of July 20, 2017, by and between Former Sitio and Continental (the " Existing Warrant Agreement "), to provide for the assumption by New Sitio of Former Sitio's obligations under the Existing Warrant Agreements. Pursuant to the Warrant Agreement Amendment, all Former Sitio warrants under the Existing Warrant Agreement will no longer be exercisable for shares of Former Sitio's Class A common stock, but instead will be exercisable for shares of New Sitio's Class A common stock.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Sitio Royalties Corp. entered into Sitio Opco LPA Amendment with Sitio Royalties GP, LLC (as sole general partner of Opco LP) valued at Amends the Second Amended and Restated Agreement of Limited Partnership of Opco LP to update referen (effective 2022-12-29).
- Action
- entry
- Counterparty
- Sitio Royalties GP, LLC (as sole general partner of Opco LP)
- Value
- Amends the Second Amended and Restated Agreement of Limited Partnership of Opco LP to update referen
- Effective
- 2022-12-29
Exact text from the filing
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. The Sitio Opco LPA Amendment provides that the references to Former Sitio in the Sitio Opco LPA is amended to refer to New Sitio, among other things.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Sitio Royalties Corp. entered into Registration Rights Agreement with certain holders of Opco LLC units (the RRA Parties) valued at Grants each RRA Party certain market registration rights with respect to its registrable securities, (effective 2022-12-29).
- Action
- entry
- Counterparty
- certain holders of Opco LLC units (the RRA Parties)
- Value
- Grants each RRA Party certain market registration rights with respect to its registrable securities,
- Effective
- 2022-12-29
Exact text from the filing
At the closing of the Mergers (the " Closing "), New Sitio entered into a registration rights agreement (the " Registration Rights Agreement ") with certain holders of Opco LLC units as of immediately prior to the Closing (who now are holders of Opco LP units pursuant to the Mergers, the " RRA Parties "). The Registration Rights Agreement grants each RRA Party certain market registration rights with respect to its registrable securities, consisting of shares of New Sitio Class A Common Stock.
View on SEC.gov
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