Combined Company Rebranded Sitio Royalties
Corp. (NASDAQ: STR)
Sitio Poised to Become Leading Oil-Weighted
Mineral and Royalty Interest Consolidator
Desert Peak Minerals (“Desert Peak”) and Falcon Minerals
Corporation (“Falcon”) today announced the successful completion of
their merger, creating Sitio Royalties Corp. (Nasdaq: STR) (the
“Company” or “Sitio”), a premier, shareholder returns-driven
company focused on large-scale consolidation of high-quality oil
& gas mineral and royalty interests across diversified
operators.
With a proven track record of completing large, accretive
acquisitions in the Permian Basin, Sitio is poised to become a top
consolidator in the space. Guided by a disciplined financial
philosophy and strong balance sheet, Sitio will focus on maximizing
value for all stakeholders and returning significant cash to
shareholders.
On June 3, 2022, prior to the consummation of the merger, Falcon
effected a four-to-one reverse stock split of Falcon’s Class A
common stock and Class C common stock and formally rebranded as
Sitio Royalties Corp. The Company’s Class A common stock and
warrants will initially continue trading on Nasdaq under the ticker
symbols “STR” and “STRDW.” In connection with the closing of the
merger, the Company entered into a new credit facility with a $300
million borrowing base.
In accordance with the terms of the merger agreement, Desert
Peak became a subsidiary of Falcon’s operating partnership
(“OpCo”). Desert Peak’s equity holders received 61,905,339 shares
of the Company’s Class C common stock and a corresponding number of
common units representing limited partner interests in OpCo.
Chris Conoscenti, CEO of Sitio, said: “Sitio is guided by its
commitments to best-in-class leadership and governance standards,
capital discipline and a thoughtful approach to value-maximizing
M&A. Sitio’s distinguished profile as a leading consolidator in
the minerals and royalties space will only continue to strengthen
over time with the execution of our proven strategy, focusing on
large-scale accretive acquisitions across diversified
operators.”
Noam Lockshin, Chairman of Sitio’s Board of Directors, said: “In
line with Kimmeridge’s operating philosophy, Sitio has already
adopted a best-in-class governance model that is structured to
drive long-term shareholder returns and strong alignment with all
its stakeholders. When leadership and directors are incentivized to
drive outperformance and to optimize shareholder returns, as they
are at Sitio, everyone wins. We believe this is the backbone of any
successful public company, and Sitio is leading the way in this
space.”
Sitio Senior Leadership Team and Board of Directors
As previously announced, Sitio will be managed by the legacy
Desert Peak management team, led by current Chief Executive
Officer, Christopher Conoscenti. Noam Lockshin, a Partner at
Kimmeridge, Sitio’s largest equity holder, will serve as Chairman
of the Board of Directors. The Board comprises seven members with
strong independence, diversity and deep expertise across energy,
finance and governance: Noam Lockshin, Morris R. Clark, Christopher
L. Conoscenti, Alice E. Gould, Allen W. Li, Claire R. Harvey and
Steven R. Jones.
Stock Exchange Listing Transfer
As previously announced, the Company plans to transfer the
listing of its Class A common stock and warrants from Nasdaq to the
New York Stock Exchange (“NYSE”) and NYSE American LLC,
respectively, on or about June 14, 2022, where the Company’s Class
A common stock will retain the same ticker symbol “STR,” and the
warrants will trade under the new ticker symbol “STR WS.” The
Company’s Class A common stock and warrants will be delisted from
Nasdaq in connection with listing on NYSE and NYSE American
LLC.
About Sitio Royalties Corp.
Sitio is a shareholder returns-driven company focused on
large-scale consolidation of high-quality oil & gas mineral and
royalty interests across premium basins, with a diversified set of
top-tier operators. With a clear objective of generating cash flow
from operations that can be returned to shareholders and
reinvested, Sitio has accumulated over 140,000 net royalty acres
(“NRAs,” when normalized to a 1/8th royalty equivalent) through the
consummation of over 180 acquisitions to date. More information
about Sitio, including an updated investor presentation, is
available at www.sitio.com.
Forward Looking Statements
This new release contains statements that may constitute
“forward-looking statements” for purposes of federal securities
laws. Forward-looking statements include, but are not limited to,
statements that refer to projections, forecasts, or other
characterizations of future events or circumstances, including any
underlying assumptions. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intends,” “may,”
“might,” “plan,” “seeks,” “possible,” “potential,” “predict,”
“project,” “prospects,” “guidance,” “outlook,” “should,” “would,”
“will,” and similar expressions may identify forward-looking
statements, but the absence of these words does not mean that a
statement is not forward-looking. These statements include, but are
not limited to, statements about the Company’s expected benefits of
the merger between Falcon and Desert Peak; future dividends; and
future plans, expectations, and objectives for the Company’s
operations, including statements about strategy, synergies, future
operations, financial position, prospects, and plans. While
forward-looking statements are based on assumptions and analyses
made by us that we believe to be reasonable under the
circumstances, whether actual results and developments will meet
our expectations and predictions depend on a number of risks and
uncertainties that could cause our actual results, performance, and
financial condition to differ materially from our expectations and
predictions. See “Risk Factors” in Falcon’s definitive proxy
statement filed with the U.S. Securities and Exchange Commission
(the “SEC”) on May 5, 2022 for a discussion of risk factors related
to the merger between Falcon and Desert Peak and Desert Peak’s
business. See also Part I, Item 1A “Risk Factors” in Falcon’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2021 and Part II, Item 1A “Risk Factors” in Falcon’s Quarterly
Reports on Form 10-Q, each filed with the SEC for a discussion of
risk factors that affect Falcon’s business. Any forward-looking
statement made in this news release speaks only as of the date on
which it is made. Factors or events that could cause actual results
to differ may emerge from time to time, and it is not possible to
predict all of them. Sitio undertakes no obligation to publicly
update any forward-looking statement, whether as a result of new
information, future development, or otherwise, except as may be
required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220606005974/en/
IR contact: Ross Wong (720) 640-7647 IR@sitio.com
Media contact: Daniel Yunger or Hallie Wolff Kekst CNC
Kekst-Sitio@kekstcnc.com
Sitio Royalties (NASDAQ:STR)
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