UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

☐	Preliminary Proxy Statement

 

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

☒	Definitive Proxy Statement

 

☐	Definitive Additional Materials

 

☐	Soliciting Material Pursuant to §240.14a-12

Brigham Minerals, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

☒	No fee required.

 

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

☐	Fee paid previously with preliminary materials.

 

 

 

 

 

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

To the Stockholders of Sitio Royalties Corp. and Brigham Minerals, Inc.:

On behalf of the boards of directors of Sitio Royalties Corp. (“Sitio”) and Brigham Minerals, Inc. (“Brigham”), we are pleased to enclose the accompanying consent solicitation statement/proxy statement/prospectus relating to the acquisition of Brigham by Sitio. We are requesting that you take certain actions as a Sitio or Brigham stockholder.

On September 6, 2022, Brigham and Brigham Minerals Holdings, LLC (“Opco LLC”), entered into an Agreement and Plan of Merger (as amended from time to time, the “merger agreement”) with Sitio, Sitio Royalties Operating Partnership, LP (“Opco LP”), Snapper Merger Sub I, Inc. (“New Sitio”), Snapper Merger Sub IV, Inc. (“Brigham Merger Sub”), Snapper Merger Sub V, Inc. (“Sitio Merger Sub”) and Snapper Merger Sub II, LLC (“Opco Merger Sub LLC”).

Pursuant to the terms of the merger agreement, Sitio will acquire Brigham in an all-stock transaction through: (i) the merger of Brigham Merger Sub with and into Brigham (the “Brigham Merger”), with Brigham surviving the Brigham Merger as a wholly owned subsidiary of New Sitio, (ii) simultaneously with the Brigham Merger, the merger of Sitio Merger Sub with and into Sitio (the “Sitio Merger” and together with the Brigham Merger, the “Pubco Mergers”), with Sitio surviving the Sitio Merger as a wholly owned subsidiary of New Sitio, and (iii) immediately thereafter, the merger of Opco Merger Sub LLC with and into Opco LLC (the “Opco Merger,” and, together with the Brigham Merger and the Sitio Merger, the “mergers”), with Opco LLC surviving the Opco Merger as a wholly owned subsidiary of Opco LP, in each case on the terms set forth in the merger agreement. The Sitio Merger and the Brigham Merger shall become effective concurrently (such time as the Sitio Merger and the Brigham Merger become effective, the “First Effective Time”), and the Opco Merger shall become effective immediately following the First Effective Time (such time as the Opco Merger becomes effective, the “Second Effective Time”).

If the mergers are completed, (i) at the First Effective Time, (A) each share of Brigham’s Class A common stock, par value $0.01 per share (the “Brigham Class A Common Stock”), issued and outstanding immediately prior to the First Effective Time will be converted into the right to receive 1.133 fully-paid and nonassessable shares of Class A common stock, par value $0.0001 per share, of New Sitio (the “New Sitio Class A Common Stock”), (B) each share of Brigham’s Class B common stock, par value $0.01 per share (the “Brigham Class B Common Stock” and together with the Brigham Class A Common Stock, the “Brigham Common Stock”), issued and outstanding immediately prior to the First Effective Time will be converted into the right to receive 1.133 fully-paid and nonassessable shares of Class C common stock, par value $0.0001 per share, of New Sitio (the “New Sitio Class C Common Stock”), (C) each share of Sitio’s Class A common stock, par value $0.0001 per share (the “Sitio Class A Common Stock”), issued and outstanding immediately prior to the First Effective Time will be converted into one share of New Sitio Class A Common Stock and (D) each share of Sitio’s Class C common stock, par value $0.0001 per share (the “Sitio Class C Common Stock” and, together with Sitio Class A Common Stock, the “Sitio Common Stock”), issued and outstanding immediately prior to the First Effective Time, will be converted into one share of New Sitio Class C Common Stock, in each case, excluding shares owned by Brigham, Sitio or any wholly owned subsidiary of Brigham or Sitio and, to the extent applicable, shares owned by stockholders who have perfected and not withdrawn a demand for appraisal rights pursuant to the Delaware General Corporation Law and, (ii) at the Second Effective Time, each Opco LLC Unit issued and outstanding immediately prior to the Second Effective Time will be converted into the right to receive 1.133 common units representing limited partnership interests in Opco LP (the “Opco LP Units”). Sitio stockholders immediately prior to the First Effective Time will own approximately 54% of the outstanding shares of New Sitio after the Pubco Mergers, and Brigham stockholders immediately prior to the First Effective Time will own approximately 46% of the outstanding shares of New Sitio after the Pubco Mergers.

As a result of the mergers, Sitio and Brigham will become direct wholly owned subsidiaries of New Sitio, a new holding company, which will be renamed “Sitio Royalties Corp.” Upon completion of the mergers, former Sitio stockholders and former Brigham stockholders will own stock in New Sitio, which is expected to be listed for trading on the New York Stock Exchange (the “NYSE”).

Sitio Class A Common Stock is quoted on the NYSE under the symbol “STR,” and Brigham Class A Common Stock is quoted on the NYSE under the symbol “MNRL.” The market prices of both Sitio Class A Common Stock and Brigham Class A Common Stock will fluctuate before the mergers, and you should obtain current stock price quotations for the Sitio Class A Common Stock and Brigham Class A Common Stock.

Sitio stockholders collectively holding approximately 83.7% of the combined voting power of the issued and outstanding shares of Sitio Common Stock (the “Supporting Stockholders”) entered into the support agreements (as described herein and the forms of which are attached as Annex D, Annex E and Annex F to the accompanying consent solicitation statement/proxy statement/prospectus) pursuant to which the Supporting Stockholders have agreed, among other things, to vote (i) in favor of the adoption of the merger agreement and (ii) against any competing agreement, transaction or proposal with respect to Sitio and against any other action made in opposition to adoption of the merger agreement or in competition or inconsistent with the mergers or matters contemplated by the merger agreement. Certain of the Supporting Stockholders holding approximately 58.9% of the combined voting power of the issued and outstanding shares of Sitio Common Stock have also agreed not to transfer or otherwise dispose of any Sitio Class A Common Stock, Sitio Class C Common Stock or Opco LP Units beneficially owned by them, other than certain permitted transfers, during the terms of their respective support agreements. For more information, please see “Certain Agreements Related to the Transactions—Support Agreements.”

Your vote is very important. We cannot complete the mergers unless the Brigham stockholders vote to adopt the merger agreement and the Sitio stockholders execute and return written consents to approve the adoption of the merger agreement.

This document serves as (i) a proxy statement of Brigham to solicit proxies for its special meeting of stockholders, (ii) a consent solicitation statement of Sitio to solicit written consents from its stockholders and (iii) a prospectus relating to the New Sitio Common Stock to be issued as consideration in the Pubco Mergers. It contains answers to frequently asked questions and a summary of the important terms of the mergers, the merger agreement and related transactions, followed by a more detailed discussion.

Please carefully read this entire document, including “Risk Factors” beginning on page 31, for a discussion of the risks relating to the mergers and New Sitio following the mergers.

Sincerely,

 

Christopher L. Conoscenti		Robert M. Roosa
Chief Executive Officer		Chief Executive Officer
Sitio Royalties Corp.		Brigham Minerals, Inc.

Neither the Securities and Exchange Commission nor any state securities regulatory authority has approved or disapproved of the mergers or the securities to be issued under this consent solicitation statement/proxy statement/prospectus or has passed upon the adequacy or accuracy of the disclosure in this consent solicitation statement/proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The date of the accompanying consent solicitation statement/proxy statement/prospectus is November 23, 2022, and it is first being mailed or otherwise delivered to Sitio stockholders and Brigham stockholders on or about November 25, 2022.

 

BRIGHAM MINERALS, INC.

5914 W. Courtyard Drive, Suite 200

Austin, Texas 78730

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 28, 2022

To the Stockholders of Brigham Minerals, Inc.:

You are cordially invited to attend the virtual only special meeting of the stockholders of Brigham Minerals, Inc. (“Brigham”), which will be held at 9:00 a.m., Central Time, on December 28, 2022 via live webcast at www.virtualshareholdermeeting.com/MNRL2022SM (the “Brigham special meeting”), for the following purposes:

 

1.

To vote on a proposal to approve and adopt the terms of the Agreement and Plan of Merger, dated as of September 6, 2022, as amended from time to time (the “merger agreement”), by and among Brigham, Sitio Royalties Corp. (“Sitio”) and certain subsidiaries of Brigham and Sitio and the transactions contemplated thereby (the “Brigham merger proposal”).

 

2.

To vote on a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Brigham’s named executive officers that is based on or otherwise relates to the mergers (the “Brigham compensation proposal”).

Your vote is very important to us—participate in the future of Brigham and exercise your stockholder rights by voting your shares right away. The Brigham board unanimously recommends that Brigham stockholders vote “FOR” the Brigham merger proposal and “FOR” the Brigham compensation proposal.

Virtual Only Brigham Special Meeting: Brigham’s board of directors (the “Brigham Board”) has determined that the Brigham special meeting will be a virtual meeting conducted exclusively via live webcast. The Brigham special meeting will be virtual only and stockholders will not be able to attend the Brigham special meeting in person. Stockholders will be able to submit questions via the online platform before and during the Brigham special meeting. You may submit questions prior to the Brigham special meeting by logging onto www.proxyvote.com with your 16-digit control number. You will be able to participate in the Brigham special meeting online and submit questions by signing into the virtual meeting platform at www.virtualshareholdermeeting.com/MNRL2022SM, typing a question into the “Ask a Question” field and clicking submit. You will also be able to vote your shares electronically. This consent solicitation statement/proxy statement/prospectus provides information on how to join the Brigham special meeting online and about the business we plan to conduct. Whether or not you plan to attend the virtual Brigham special meeting, we encourage you to vote and submit your proxy in advance of the meeting by one of the methods described in the section entitled “The Brigham Special Meeting—How to Vote” beginning on page 150 of this consent solicitation statement/proxy statement/prospectus. It is important that you retain a copy of the 16-digit control number found on the proxy card or voting instruction form, as such number will be required in order for you to gain access to the Brigham special meeting.

Meeting Agenda: Other than the Brigham merger proposal and the Brigham compensation proposal, Brigham will transact no business at the Brigham special meeting, except such business as may properly be brought before the Brigham special meeting or any adjournments or postponements thereof by or at the direction of the Brigham Board in accordance with Brigham’s bylaws. This consent solicitation statement/proxy statement/prospectus, of which this notice is a part, describes the proposals listed above in more detail. Please refer to the attached documents, including the merger agreement and all other annexes and any documents incorporated by reference, for further information with respect to the business to be transacted at the Brigham special meeting. You are encouraged to read the entire document carefully before voting. In particular, please see “The Mergers”

beginning on page 47 for a description of the transactions contemplated by the merger agreement and “Risk Factors” beginning on page 31 for an explanation of the risks associated with the mergers and the other transactions contemplated by the merger agreement.

Required Vote: Approval of the Brigham merger proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Brigham Common Stock entitled to vote on the Brigham proposal, voting as a single class. Accordingly, a Brigham stockholder’s abstention from voting, a broker non-vote or the failure of a Brigham stockholder to attend the Brigham special meeting and vote will have the same effect as a vote “against” the Brigham merger proposal.

Approval of the Brigham compensation proposal requires the affirmative vote of the holders of a majority of the shares of Brigham Common Stock present in person or by proxy at the Brigham special meeting and entitled to vote thereon, voting as a single class. Accordingly, a Brigham stockholder’s abstention from voting will have the same effect as a vote “against” the Brigham compensation proposal, while a broker non-vote or the failure of a Brigham stockholder to attend the Brigham special meeting and vote will have no effect on the outcome of the Brigham compensation proposal.

Who Can Vote: Holders of record of Brigham Class A Common Stock and Brigham Class B Common Stock at the close of business on November 18, 2022 are entitled to receive notice of, and to vote at, the Brigham special meeting or any adjournments or postponements thereof. Only Brigham stockholders of record on the record date are entitled to receive notice of, and to vote at, the Brigham special meeting or any adjournments or postponements thereof. For more information regarding the Brigham special meeting, see the section entitled “The Brigham Special Meeting” beginning on page 147 of this consent solicitation statement/proxy statement/prospectus.

The Brigham Board, at a meeting duly called and held, has by unanimous vote (i) declared that the merger agreement and the transactions contemplated thereby were fair to, and in the best interests of, Brigham, the Brigham stockholders and the Brigham LLC unitholders, (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby and (iii) recommended that the Brigham stockholders approve and adopt the merger agreement and the transactions contemplated thereby. The Brigham Board unanimously recommends that Brigham stockholders vote “FOR” the Brigham merger proposal and “FOR” the Brigham compensation proposal.

As a Brigham stockholder, you play an important role in our company by considering and taking action on these matters. We appreciate the time and attention you invest in making thoughtful decisions.

YOUR VOTE IS IMPORTANT

Whether or not you plan to attend the special meeting, please submit a proxy or voting instruction card as soon as possible. For specific instructions on voting, please refer to the consent solicitation statement/proxy statement/prospectus accompanying this notice of meeting or the proxy card included with the proxy voting materials.

If you have any questions concerning the Brigham merger proposal, the Brigham compensation proposal, the mergers or this consent solicitation statement/proxy statement/prospectus, would like additional copies, or need help voting your shares of Brigham Common Stock, please contact Brigham’s proxy solicitor:

 

Broadridge Financial Solutions, Inc. 51 Mercedes Way Edgewood, New York 11717 sendmaterial@proxyvote.com Telephone: 1-800-579-1639
BY ORDER OF THE BOARD OF DIRECTORS,
Ben M. “Bud” Brigham Executive Chairman		Robert M. Roosa Chief Executive Officer
November 23, 2022		November 23, 2022

 

SITIO ROYALTIES CORP.

1401 Lawrence Street, Suite 1750

Denver, Colorado 80202

NOTICE OF SOLICITATION OF WRITTEN CONSENT

To the Stockholders of Sitio Royalties Corp.:

Pursuant to the merger agreement, dated as of September 6, 2022 (which we refer to as the “merger agreement”), by and among Sitio Royalties Corp. (which we refer to as “Sitio”), Sitio Royalties Operating Partnership, LP (which we refer to as “Opco LP”), Snapper Merger Sub I, Inc. (which we refer to as “New Sitio”), Snapper Merger Sub IV, Inc. (which we refer to as “Brigham Merger Sub”), Snapper Merger Sub V, Inc. (which we refer to as “Sitio Merger Sub”), Snapper Merger Sub II, LLC (which we refer to as “Opco Merger Sub”), Brigham Minerals, Inc. (which we refer to as “Brigham”) and Brigham Minerals Holdings, LLC (which we refer to as “Opco LLC”), (i) Brigham Merger Sub will merge with and into Brigham (which we refer to as the “Brigham Merger”), with Brigham surviving the Brigham Merger as a wholly owned subsidiary of New Sitio, and (ii) simultaneously with the Brigham Merger, Sitio Merger Sub will merge with and into Sitio (the “Sitio Merger”), with Sitio surviving the Sitio Merger as a wholly owned subsidiary of New Sitio. Immediately thereafter, Opco Merger Sub will merge with and into Opco LLC (which we refer to as the “Opco Merger” and, together with the Brigham Merger and the Sitio Merger, the “mergers”) with Opco LLC surviving the Opco Merger as a wholly owned subsidiary of Opco LP.

As a result of the mergers, Sitio and Brigham will become direct wholly owned subsidiaries of New Sitio, a new holding company, which will be renamed “Sitio Royalties Corp.” Upon completion of the mergers, former Sitio stockholders and former Brigham stockholders will own stock in New Sitio, which is expected to be listed for trading on the NYSE.

This consent solicitation statement/proxy statement/prospectus is being delivered to you on behalf of the Sitio Board of directors to request that holders of Sitio Common Stock as of the record date of November 18, 2022, (which we refer to as the “Sitio record date”) execute and return written consents to approve the adoption of the merger agreement.

This consent solicitation statement/proxy statement/prospectus describes the mergers and the actions to be taken in connection with the mergers and provides additional information about the parties involved. Please give this information your careful attention. A copy of the merger agreement is attached as Annex A to this consent solicitation statement/proxy statement/prospectus.

The Sitio Board of directors has carefully considered the terms of the merger agreement and has determined that the mergers are fair to and in the best interests of all of Sitio’s stockholders.

Please complete, date and sign the written consent furnished with this consent solicitation statement/proxy statement/prospectus and return it promptly to Sitio by one of the means described in the section entitled “Sitio Solicitation of Written Consents” in this consent solicitation statement/proxy statement/prospectus.

On behalf of the Sitio Board of Directors,

 

Christopher L. Conoscenti

Chief Executive Officer and Director

HELPFUL INFORMATION

In this document:

 

•

“Brigham” means Brigham Minerals, Inc., a Delaware corporation;

 

•

“Brigham Board” means the board of directors of Brigham;

 

•

“Brigham Class A Common Stock” means Class A common stock, par value $0.01 per share, of Brigham;

 

•

“Brigham Class B Common Stock” means Class B common stock, par value $0.01 per share, of Brigham;

 

•

“Brigham Common Stock” means the Brigham Class A Common Stock and the Brigham Class B Common Stock;

 

•

“Brigham Merger” means the merger of Brigham Merger Sub with and into Brigham;

 

•

“Brigham Merger Sub” means Snapper Merger Sub IV, Inc., a Delaware corporation;

 

•

“Brigham Stockholder Approval” means the adoption of the merger agreement by the Brigham stockholders by the affirmative vote of a majority in voting power of Brigham Class A Common Stock and Brigham Class B Common Stock issued and outstanding and entitled to vote thereon, voting together as a single class in accordance with the DGCL and the organizational documents of Brigham;

 

•

“Closing” means the closing of the mergers;

 

•

“Closing Date” means the date on which the Closing occurs;

 

•

“Code” means the Internal Revenue Code of 1986, as amended;

 

•

“DGCL” means the Delaware General Corporation Law;

 

•

“DLLCA” means the Delaware Limited Liability Company Act;

 

•

“DOJ” means the U.S. Department of Justice;

 

•

“End Date” means 5:00 p.m. Houston, Texas time, on June 6, 2023;

 

•

“Exchange Act” means the Securities Exchange Act of 1934, as amended;

 

•

“Excluded Brigham Shares” means all shares of Brigham Common Stock held by Brigham as treasury shares or by Sitio, New Sitio, Opco LP, Brigham Merger Sub, Sitio Merger Sub, Opco LLC or Opco Merger Sub LLC or by any wholly owned subsidiary of Brigham, Sitio, New Sitio, Opco LP, Brigham Merger Sub, Sitio Merger Sub, Opco LLC or Opco Merger Sub LLC immediately prior to the First Effective Time;

 

•

“Excluded Sitio Shares” means all shares of Sitio Common Stock held by Sitio as treasury shares or by Brigham, New Sitio, Opco LP, Brigham Merger Sub, Sitio Merger Sub, Opco LLC or Opco Merger Sub LLC or by any wholly owned subsidiary of Brigham, Sitio, New Sitio, Opco LP, Brigham Merger Sub, Sitio Merger Sub, Opco LLC or Opco Merger Sub LLC immediately prior to the First Effective Time;

 

•

“First Effective Time” means the time the Sitio Merger and the Brigham Merger are effective;

 

•

“FTC” means the U.S. Federal Trade Commission;

 

•

“GAAP” means generally accepted accounting principles in the United States;

 

•

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

 

•

“merger agreement” means the Agreement and Plan of Merger, dated as of September 6, 2022, by and among Sitio Royalties Corp., Sitio Royalties Operating Partnership, LP, Snapper Merger Sub I, Inc., Snapper Merger Sub II, LLC, Brigham Minerals, Inc. and Brigham Mineral Holdings, LLC;

•

“Merger Subs” means Opco Merger Sub, Brigham Merger Sub and Sitio Merger Sub;

 

•

“mergers” means the Opco Merger, the Brigham Merger and the Sitio Merger;

 

•

“New Sitio” means Snapper Merger Sub I, Inc., a Delaware corporation;

 

•

“New Sitio Board” means the board of directors of New Sitio;

 

•

“New Sitio Bylaws” means the amended and restated bylaws of New Sitio, a form of which is attached as Annex C to this consent solicitation statement/proxy statement/prospectus;

 

•

“New Sitio Charter” means the amended and restated certificate of incorporation of New Sitio, a form of which is attached as Annex B to this consent solicitation statement/proxy statement/prospectus;

 

•

“New Sitio Class A Common Stock” means the New Sitio Class A Common Stock, par value $0.0001 per share, of New Sitio;

 

•

“New Sitio Class C Common Stock” means the New Sitio Class C Common Stock, par value $0.0001 per share, of New Sitio;

 

•

“New Sitio Common Stock” means the New Sitio Class A Common Stock and the New Sitio Class C Common Stock;

 

•

“NYSE” means The New York Stock Exchange;

 

•

“Opco LLC” means Brigham Minerals Holdings, LLC, a Delaware limited liability company;

 

•

“Opco LLC Unit” means a Unit (as defined in the Opco LLC agreement) of Opco LLC;

 

•

“Opco LP” means Sitio Royalties Operating Partnership, LP, a Delaware limited partnership;

 

•

“Opco LP Unit” means a Unit (as defined in the Opco LP partnership agreement) of Opco LP;

 

•

“Opco Merger” means the merger of Opco Merger Sub with and into Opco LLC;

 

•

“Opco Merger Sub” means Snapper Merger Sub II, LLC, a Delaware limited liability company;

 

•

“Pubco Mergers” means the Sitio Merger and the Brigham Merger;

 

•

“SEC” means the U.S. Securities and Exchange Commission;

 

•

“Second Effective Time” means the time the Opco Merger is effective and will be one minute following the First Effective Time;

 

•

“Securities Act” means the Securities Act of 1933, as amended;

 

•

“Sitio Board” means the board of directors of Sitio;

 

•

“Sitio Class A Common Stock” means Class A common stock, par value $0.0001 per share, of Sitio;

 

•

“Sitio Class C Common Stock” means Class C common stock, par value $0.0001 per share, of Sitio;

 

•

“Sitio Common Stock” means the Sitio Class A Common Stock and the Sitio Class C Common Stock.

 

•

“Sitio consent deadline” means 9:00 a.m., Central Time, on December 28, 2022;

 

•

“Sitio Merger” means the merger of Sitio Merger Sub with and into Sitio;

 

•

“Sitio Merger Sub” means Snapper Merger Sub V, Inc., a Delaware corporation;

 

•

“Sitio Warrants” means the warrants to purchase shares of Sitio Class A Common Stock pursuant to the Warrant Agreement;

 

•

“Transactions” means the various transactions contemplated by the merger agreement, including the mergers; and

 

•

“Warrant Agreement” means the Warrant Agreement, dated July 20, 2017, between Falcon Minerals Corporation and Continental Stock Transfer & Trust Company.

TABLE OF CONTENTS

 

 

 

		Page
QUESTIONS AND ANSWERS			iii
SUMMARY			1
THE PARTIES TO THE MERGERS			1
THE MERGERS AND THE MERGER AGREEMENT			3
MERGER CONSIDERATION; EFFECTS OF THE MERGERS			3
TREATMENT OF OUTSTANDING SITIO EQUITY AWARDS			4
TREATMENT OF OUTSTANDING BRIGHAM EQUITY AWARDS			4
SITIO BOARD’S RECOMMENDATION ; REASONS FOR THE MERGERS			5
BRIGHAM BOARD’S RECOMMENDATION ; REASONS FOR THE MERGERS			6
OPINION OF SITIO’S FINANCIAL ADVISOR			6
OPINION OF BRIGHAM’S FINANCIAL ADVISOR			6
INTERESTS OF SITIO’S DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGERS			7
INTERESTS OF BRIGHAM’S DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGERS			7
SUPPORT AGREEMENTS			7
THE REGISTRATION RIGHTS AGREEMENT			8
INFORMATION ABOUT THE BRIGHAM SPECIAL MEETING			8
SITIO SOLICITATION OF WRITTEN CONSENTS			9
GOVERNANCE OF NEW SITIO			10
REGULATORY APPROVALS			11
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PUBCO MERGERS			11
STOCK EXCHANGE LISTING			11
APPRAISAL RIGHTS			11
CONDITIONS TO COMPLETION OF THE MERGERS			12
OWNERSHIP OF NEW SITIO AFTER THE MERGERS			13
NO SOLICITATION OF COMPETING PROPOSALS; CHANGES IN BOARD RECOMMENDATIONS			14
TERMINATION OF THE MERGER AGREEMENT; EXPENSES AND TERMINATION FEES			15
ACCOUNTING TREATMENT			15
RIGHTS OF BRIGHAM STOCKHOLDERS WILL CHANGE AS A RESULT OF THE MERGERS			15
RISK FACTORS			15
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			16
COMPARATIVE PER SHARE MARKET PRICE INFORMATION			30
RISK FACTORS			31
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			46
THE MERGERS			47
THE PARTIES TO THE MERGERS			47
BACKGROUND OF THE MERGERS			49
SITIO BOARD’S RECOMMENDATION ; REASONS FOR THE MERGERS			60
BRIGHAM BOARD’S RECOMMENDATION ; REASONS FOR THE MERGERS			62
OPINION OF SITIO’S FINANCIAL ADVISOR			68
OPINION OF BRIGHAM’S FINANCIAL ADVISOR			76
CERTAIN UNAUDITED PROSPECTIVE FINANCIAL INFORMATION			83
INTERESTS OF SITIO’S DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGERS			92
INTERESTS OF BRIGHAM’S DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGERS			94
GOVERNANCE OF NEW SITIO			100
REGULATORY APPROVALS			101
LEGAL PROCEEDINGS			102

 

i

		Page
ACCOUNTING TREATMENT			102
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PUBCO MERGERS			103
STOCK EXCHANGE LISTING			106
THE MERGER AGREEMENT			107
CERTAIN AGREEMENTS RELATED TO THE TRANSACTIONS			132
SUPPORT AGREEMENTS			132
REGISTRATION RIGHTS AGREEMENT			132
DIRECTORS OF NEW SITIO			134
DESCRIPTION OF NEW SITIO SECURITIES			138
THE BRIGHAM SPECIAL MEETING			147
THE BRIGHAM MERGER PROPOSAL			153
THE BRIGHAM COMPENSATION PROPOSAL			154
SITIO SOLICITATION OF WRITTEN CONSENTS			155
SITIO BENEFICIAL OWNERSHIP TABLE			157
BRIGHAM BENEFICIAL OWNERSHIP TABLE			161
COMPARISON OF STOCKHOLDER RIGHTS AND CORPORATE GOVERNANCE MATTERS			164
APPRAISAL RIGHTS			176
LEGAL MATTERS			184
EXPERTS			184
STOCKHOLDER PROPOSALS			186
HOUSEHOLDING OF PROXY MATERIALS			188
WHERE YOU CAN FIND MORE INFORMATION			189

ANNEXES

 

Annex A:		Agreement and Plan of Merger, dated as of September  6, 2022, by and among Sitio Royalties Corp., Sitio Royalties Operating Partnership, LP, Snapper Merger Sub I, Inc., Snapper Merger Sub II, LLC, Brigham Minerals, Inc. and Brigham Mineral Holdings, LLC			A-1
Annex B:		Form of A&R Certificate of Incorporation of New Sitio			B-1
Annex C:		Form of A&R Bylaws of New Sitio			C-1
Annex D:		Support Agreement, dated as of September  6, 2022, by and among Sitio Royalties Corp., BX Royal Aggregator LP, Rock Ridge Royalty Company LLC and Brigham Minerals, Inc.			D-1
Annex E:		Support Agreement, dated as of September  6, 2022, by and among Sitio Royalties Corp., KMF DPM HoldCo, LLC, Chambers DPM HoldCo, LLC and Brigham Minerals, Inc.			E-1
Annex F:		Support Agreement, dated as of September  6, 2022, by and among Sitio Royalties Corp., Source Energy Leasehold, LP, Permian Mineral Acquisitions, LP and Brigham Minerals, Inc.			F-1
Annex G:		Form of Registration Rights Agreement			G-1
Annex H:		Opinion of Sitio’s Financial Advisor			H-1
Annex I:		Opinion of Brigham’s Financial Advisor			I-1
Annex J:		Delaware General Corporation Law, Section 262			J-1

 

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QUESTIONS AND ANSWERS

The following questions and answers are intended to briefly address some commonly asked questions regarding the mergers, certain procedures for Sitio stockholders to deliver their written consents and certain procedures for Brigham stockholders to vote their shares and other matters with respect to the Brigham special meeting. Sitio and Brigham urge you to carefully read the entirety of this consent solicitation statement/proxy statement/prospectus, including the annexes and the information incorporated by reference into this consent solicitation statement/proxy statement/prospectus, because the information in this section does not provide all the information that might be important to you with respect to the mergers and the other matters related to the Sitio written consents and the Brigham special meeting.

QUESTIONS AND ANSWERS ABOUT THE MERGERS:

 

Q:	Why am I receiving this consent solicitation statement/proxy statement/prospectus?

 

A:

You are receiving this consent solicitation statement/proxy statement/prospectus because Sitio and Brigham entered into the merger agreement on September 6, 2022, pursuant to which, among other things, on the terms and subject to the satisfaction or waiver of certain conditions in the merger agreement, Sitio has agreed to acquire Brigham in an all-stock transaction.

This consent solicitation statement/proxy statement/prospectus serves as (i) a proxy statement of Brigham through which the Brigham Board is soliciting proxies using this consent solicitation statement/proxy statement/prospectus from its stockholders, (ii) a consent solicitation statement of Sitio through which the Sitio Board is soliciting written consent using this consent solicitation statement/proxy statement/prospectus from its stockholders and (iii) a prospectus pursuant to which New Sitio will issue shares of New Sitio Common Stock as consideration in the mergers.

In order to complete the mergers, and in accordance with the DGCL, among other things, Sitio stockholders must execute and return written consents approving the adoption of the merger agreement, and Brigham stockholders must approve and adopt the merger agreement and the transactions contemplated thereby (the “Brigham merger proposal”). In addition, Brigham’s stockholders are being asked to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Brigham’s named executive officers (“NEOs”) that is based on or otherwise relates to the mergers (the “Brigham compensation proposal”).

This consent solicitation statement/proxy statement/prospectus, which you should read carefully in its entirety, contains important information about the mergers and other matters being considered at the Brigham special meeting, the solicitation of Sitio written consents and other related matters.

 

Q:	What will happen in the mergers?

 

A:

Pursuant to the merger agreement, at the First Effective Time (i) Brigham Merger Sub will merge with and into Brigham, with Brigham surviving the Brigham Merger as a wholly owned subsidiary of New Sitio and (ii) simultaneously with the Brigham Merger, Sitio Merger Sub will merge with and into Sitio, with Sitio surviving the Sitio Merger as a wholly owned subsidiary of New Sitio. Immediately following the Pubco Mergers, at the Second Effective Time, Opco Merger Sub will merge with and into Opco LLC, with Opco LLC surviving the Opco Merger as a wholly owned subsidiary of Opco LP. Following the mergers, former Sitio and Brigham stockholders will own stock in New Sitio, which is expected to operate under the name “Sitio Royalties Corp.” and be listed for trading on the NYSE. The merger agreement, which governs the terms of the mergers, is attached to this consent solicitation statement/proxy statement/prospectus as Annex A. For a more complete discussion of the proposed mergers, their effects and the other transactions contemplated by the merger agreement, please see the section entitled “The Mergers.”

 

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Q:	What will holders of Brigham Common Stock or Opco LLC Units receive in the mergers?

 

A:

In accordance with the terms of the merger agreement, (i) upon completion of the Brigham Merger, at the First Effective Time, (a) each share of Brigham Class A Common Stock issued and outstanding immediately prior to the First Effective Time will be converted into the right to receive 1.133 fully-paid and nonassessable shares of New Sitio Class A Common Stock and (b) each share of Brigham Class B Common Stock issued and outstanding immediately prior to the First Effective Time will be converted into the right to receive 1.133 fully-paid and nonassessable shares of New Sitio Class C Common Stock, in each case, other than any Excluded Brigham Shares and, to the extent applicable, shares owned by stockholders who have perfected and not withdrawn a demand for appraisal rights pursuant to the DGCL, and (ii) upon completion of the Opco Merger, at the Second Effective Time, each Opco LLC Unit issued and outstanding immediately prior to the Second Effective Time will be converted into the right to receive 1.133 Opco LP Units. Any Excluded Brigham Shares will automatically be cancelled and cease to exist.

No fractional shares of New Sitio Common Stock will be issued in connection with the Brigham Merger. Each holder of Brigham Class A Common Stock who would otherwise receive a fraction of a share of New Sitio Class A Common Stock pursuant to the Brigham Merger will receive in lieu thereof, cash, without interest, in an amount equal to the then prevailing prices of shares of the New Sitio Class A Common Stock on the NYSE. Each holder of Opco LLC Units who would otherwise receive a fraction of an Opco LP Unit pursuant to the Opco Merger will receive in lieu thereof, cash, without interest, in an amount equal to the product of such fractional part of an Opco LP Unit multiplied by the volume weighted average of Sitio Class A Common Stock for the five (5) consecutive trading days immediately prior to the Closing Date of the mergers. For additional information regarding the consideration to be received in the mergers, please see the section entitled “The Merger Agreement—Merger Consideration; Effect of the Mergers.”

 

Q:	What will holders of Sitio Common Stock or Opco LP Units receive in the mergers?

 

A:

In accordance with the terms of the merger agreement, upon completion of the Sitio Merger, at the First Effective Time, (i) each share of Sitio Class A Common Stock issued and outstanding immediately prior to the First Effective Time will be converted into one share of New Sitio Class A Common Stock and (ii) each share of Sitio Class C Common Stock issued and outstanding immediately prior to the First Effective Time will be converted into one share of New Sitio Class C Common Stock, in each case, other than any Excluded Sitio Shares and, to the extent applicable, shares owned by stockholders who have perfected and not withdrawn a demand for appraisal rights pursuant to the DGCL. Any Excluded Sitio Shares will automatically be cancelled and cease to exist. Existing holders of Opco LP Units will retain the Opco LP Units they own and will not receive any additional Opco LP Units in the Opco Merger.

For additional information regarding the consideration to be received in the mergers, please see the section entitled “The Merger Agreement—Merger Consideration; Effect of the Mergers.”

 

Q:	What will holders of Sitio Warrants receive in the mergers?

 

A:

In accordance with the terms of the merger agreement, at the First Effective Time, each unexercised Sitio Warrant outstanding immediately prior to the First Effective Time will be assumed by New Sitio in accordance with the terms of the Warrant Agreement and will be converted into a warrant (a “New Sitio Warrant”) exercisable for the New Sitio Class A Common Stock which the Sitio Class A Common Stock issuable upon exercise of such Sitio Warrant immediately prior to the First Effective Time would have been entitled to receive upon consummation of the Sitio Merger. The New Sitio Warrants will continue to have, and be subject to, the same terms and conditions of such Sitio Warrant immediately prior to the First Effective Time.

 

Q:	How will Opco LLC Units and Brigham Class B Common Stock be treated in the mergers?

 

A:	Until the Second Effective Time, pursuant to the Amended and Restated Limited Liability Company Agreement of Opco LLC, dated as of April 23, 2019 (the “Opco LLC agreement”), each holder of Opco

 

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LLC Units (other than Brigham) generally has the right to redeem his, her or its Opco LLC Units (and a corresponding number of shares of Brigham Class B Common Stock) for shares of Brigham Class A Common Stock at a ratio of one share of Brigham Class A Common Stock for each Opco LLC Unit (and corresponding share of Brigham Class B Common Stock) redeemed (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications) or, if either Brigham or Opco LLC so elects, cash, provided, that any such election for cash shall require the prior approval of a majority of the independent directors (as defined by the NYSE listing rules) of Brigham. Pursuant to the mergers, (i) at the First Effective Time, each share of Brigham Class B Common Stock issued and outstanding immediately prior to the First Effective Time, other than any Excluded Brigham Shares and shares owned by stockholders who have perfected and not withdrawn a demand for appraisal rights pursuant to the DGCL, will be converted into the right to receive 1.133 shares of New Sitio Class C Common Stock and (ii) at the Second Effective Time, each Opco LLC Unit issued and outstanding immediately prior to the Second Effective Time will be converted into the right to receive 1.133 Opco LP Units.

For additional information regarding the consideration to be received in the mergers, please see the section entitled “The Merger Agreement—Merger Consideration; Effect of the Mergers.”

 

Q:	If I am a holder of Sitio Common Stock or Opco LP Units, how will I receive the merger consideration to which I am entitled?

 

A:

Each share of Sitio Common Stock issued and outstanding immediately prior to the First Effective Time will be converted into one share of the applicable class of New Sitio Common Stock and upon conversion, will cease to be outstanding and automatically be cancelled and cease to exist. Each valid certificate or certificates which immediately prior to the First Effective Time represented any such shares of Sitio Common Stock or shares of Sitio Common Stock held by book-entry will, upon the First Effective Time, represent shares of New Sitio Common Stock (without any requirement for the surrender of any such certificates or book-entry shares), with, as applicable, each certificate representing shares of Sitio Common Stock prior to the First Effective Time representing automatically an equivalent number of shares of applicable New Sitio Common Stock.

Holders of Opco LP Units will retain the Opco LP Units they own and will not receive any additional Opco LP Units in the mergers.

 

Q:	If I am a holder of Brigham Common Stock or Opco LLC Units, how will I receive the merger consideration to which I am entitled?

 

A:

If you are a holder of certificates that represent eligible shares of Brigham Common Stock (the “Brigham Certificates”), as soon as practicable after the Second Effective Time (and in any event, no later than two business days after the Closing Date), the exchange agent will send you a form letter of transmittal to be completed, signed and mailed by you to the exchange agent as well as instructions for the surrender of your Brigham Certificates for the respective merger consideration. Upon receipt by the exchange agent of your properly completed, signed and dated letter of transmittal and the surrendered Brigham Certificates, you will receive (i) the shares of New Sitio Common Stock (in uncertificated book-entry form unless a physical certificate is otherwise requested) that you are entitled to receive and (ii) a check representing cash payable in lieu of any fractional shares of New Sitio Common Stock and dividends and other distributions on the shares of New Sitio Common Stock you are entitled to receive.

If you are a holder of book-entry shares representing eligible shares of Brigham Common Stock, as soon as practicable after the First Effective Time (and in any event, no later than the third business day thereafter), the exchange agent will send you (i) the shares of New Sitio Common Stock (in uncertificated book-entry form unless otherwise requested) you are entitled to receive and (ii) a check representing cash payable in lieu of any fractional shares of New Sitio Common Stock and dividends and other distributions on the shares of New Sitio Common Stock you are entitled to receive.

 

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If you are a holder of Opco LLC Units, as soon as practicable after the Second Effective Time (and in any event, no later than two business days after the Closing Date), the exchange agent will send you a form letter of transmittal to be completed, signed and mailed by you to the exchange agent as well as instructions for the surrender of your Opco LLC Units for the respective merger consideration. Upon receipt by the exchange agent of your properly completed, signed and dated letter of transmittal and the surrendered Opco LLC Units, you will receive (i) the Opco LP Units (in certificated form unless other arrangements are made by Opco LP and the exchange agent) that you are entitled to receive and (ii) a check representing cash payable in lieu of any fractional shares of Opco LP Units you are entitled to receive.

For more information about the exchange of shares of Brigham Common Stock and Opco LLC Units for shares of New Sitio Common Stock and Opco LP Units, as applicable, and cash, see the section entitled “The Merger Agreement—Merger Consideration; Effect of the Mergers.”

 

Q:	What will holders of Sitio equity awards receive in the mergers?

 

A:	The merger agreement provides for the treatment set forth below with respect to the awards held by Sitio’s non-employee directors, executive officers and other employees at the First Effective Time:

Sitio Restricted Stock Awards. Each award of Sitio Class A Common Stock, subject to vesting, repurchase or other lapse restriction solely based on continued service (each, a “Sitio Restricted Stock Award”), will be converted into a restricted stock award, on the same terms and conditions as were applicable under such Sitio Restricted Stock Award immediately prior to the First Effective Time, including any provisions for acceleration, with respect to the number of shares of New Sitio Class A Common Stock equal to the number of shares of Sitio Class A Common Stock subject to such Sitio Restricted Stock Award immediately prior to the First Effective Time.

Sitio RSU Awards. Each award of outstanding restricted stock units (including deferred share units) with respect to Sitio Class A Common Stock that is (i) subject solely to time-based vesting and (ii) payable in shares of Sitio Class A Common Stock or the value of which is determined with reference to the value of shares of Sitio Class A Common Stock (each a “Sitio RSU Award”) will be converted into a restricted stock award, on the same terms and conditions (except in the case of directors who will not continue with New Sitio) as were applicable under such Sitio Restricted Stock Award immediately prior to the First Effective Time, including any provisions for acceleration, with respect to the number of shares of New Sitio Class A Common Stock equal to the number of shares of Sitio Class A Common Stock subject to such Sitio RSU Award immediately prior to the First Effective Time.

Sitio PSU Awards. Each award of outstanding restricted stock units (including deferred share units) with respect to Sitio Class A Common Stock that is (i) subject in whole or in part to performance-based vesting and (ii) payable in shares of Sitio Class A Common Stock or the value of which is determined with reference to the value of shares of Sitio Class A Common Stock (each a “Sitio PSU Award”) will be converted into a restricted stock award, on the same terms and conditions (except in the case of directors who will not continue with New Sitio) as were applicable under such Sitio Restricted Stock Award immediately prior to the First Effective Time, including any provisions for acceleration, with respect to the number of shares of New Sitio Class A Common Stock equal to the number of shares of Sitio Class A Common Stock subject to such Sitio PSU Award immediately prior to the First Effective Time.

Sitio Dividend Equivalent Rights. Any accrued but unpaid dividend equivalent rights relating to Sitio RSU Awards or Sitio PSU Awards will carry over and remain subject to the same terms and conditions set forth in the applicable award agreement governing such Sitio RSU Award or Sitio PSU Award, as applicable.

For additional information regarding the treatment of Sitio equity awards, please see the section entitled “The Merger Agreement—Treatment of Outstanding Sitio Equity Awards.”

 

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Q:	What will holders of Brigham equity awards receive in the mergers?

 

A:

The merger agreement provides that Brigham’s equity-based awards that are outstanding immediately prior to the First Effective Time will be treated in accordance with the terms applicable to such awards immediately prior to the First Effective Time pursuant to the Brigham Minerals, Inc. 2019 Long Term Incentive Plan (the “2019 Plan”) and the applicable award agreements thereunder, as described below:

Brigham Pre-2022 RSU Awards and Brigham Director RSU Awards. Each award of Brigham restricted stock units (“Brigham RSUs”) granted prior to January 1, 2022, that is subject solely to time-based vesting (each, a “Brigham Pre-2022 RSU Award”) and each award of Brigham RSUs granted to a member of the Brigham Board (each, a “Brigham Director RSU Award”), in each case, that is outstanding immediately prior to the First Effective Time will immediately vest in full and will be treated as a share of Brigham Class A Common Stock, including the right to receive the merger consideration.

Brigham Pre-2022 PSU Awards. Each award of Brigham RSUs granted prior to January 1, 2022, that is subject, in whole or in part, to performance-based vesting and is outstanding immediately prior to the First Effective Time (each, a “Brigham Pre-2022 PSU Award”) will immediately vest based on the actual level of achievement with respect to the performance goals applicable to such Brigham Pre-2022 PSU Award for a truncated performance period that ends immediately prior to the First Effective Time. At the First Effective Time, each Brigham RSU subject to a Brigham Pre-2022 PSU Award that vests in connection with the mergers will be treated as a share of Brigham Class A Common Stock, including the right to receive the merger consideration.

Brigham Pre-2022 Dividend Equivalent Rights. Any accrued but unpaid dividend equivalent rights relating to Brigham Pre-2022 RSU Awards, Brigham Director RSU Awards or Brigham Pre-2022 PSU Awards will immediately vest in full prior to the First Effective Time and be settled and paid in accordance with the terms and conditions set forth in the applicable award agreement governing such Brigham Pre-2022 RSU Award, Brigham Director RSU Award or Brigham Pre-2022 PSU Award, as applicable.

Brigham 2022 RSU Awards. Each award of Brigham RSUs granted on or after January 1, 2022, other than a Director RSU Award, that is subject solely to time-based vesting and is outstanding immediately prior to the First Effective Time (each, a “Brigham 2022 RSU Award”) will be converted into an award with respect to New Sitio Class A Common Stock based on an exchange ratio of 1.133.

Brigham 2022 PSU Awards. Each award of Brigham RSUs granted on or after January 1, 2022, that is subject, in whole or in part, to performance-based vesting and is outstanding as of immediately prior to the First Effective Time (each, a “Brigham 2022 PSU Award”) will be converted into an award with respect to New Sitio Class A Common Stock based on the actual level of achievement with respect to the performance goals applicable to such Brigham 2022 PSU Award for a truncated performance period that ends immediately prior to the First Effective Time and an exchange ratio of 1.133.

Brigham 2022 Dividend Equivalent Rights. Any accrued but unpaid dividend equivalent rights relating to Brigham 2022 RSU Awards or Brigham 2022 PSU Awards will carry over and remain subject to the same terms and conditions set forth in the applicable award agreement governing such Brigham 2022 RSU Award or Brigham 2022 PSU Award, as applicable.

For additional information regarding the treatment of Brigham equity awards, please see the section entitled “The Merger Agreement—Treatment of Outstanding Brigham Equity Awards.”

 

Q:	What equity stake will Sitio stockholders and Brigham stockholders hold in New Sitio?

 

A:

Sitio and Brigham estimate that immediately following the mergers (based on the number of shares of Sitio Common Stock and Brigham Common Stock outstanding as of the date of this consent solicitation statement/proxy statement/prospectus), Sitio stockholders as of immediately prior to the mergers will hold approximately 54% of the issued and outstanding shares of the New Sitio Common Stock after the Pubco Mergers and Brigham stockholders as of immediately prior to the mergers will hold approximately 46% of the issued and outstanding shares of the New Sitio Common Stock after the Pubco Mergers.

 

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Q:	How will Sitio stockholders be affected by the mergers?

 

A:

Upon completion of the mergers, each Sitio stockholder will hold the same number of shares of New Sitio Common Stock as the number of shares of Sitio Common Stock that such stockholder held immediately prior to completion of the mergers. As a result of the mergers, Sitio stockholders will own shares in a larger company with more assets. However, because New Sitio will be issuing shares of New Sitio Common Stock to holders of Brigham Common Stock in exchange for their eligible shares of Brigham Common Stock in connection with the mergers, the shares of Sitio Common Stock held by the existing holders of Sitio Common Stock immediately prior to the mergers that are converted to shares of New Sitio Common Stock in the mergers will represent a smaller percentage of the aggregate number of shares of New Sitio Common Stock issued and outstanding as compared to the percentage of the aggregate number of shares of Sitio Common Stock issued and outstanding prior to the mergers.

 

Q:	What will be the composition of the board of directors and management of New Sitio following the completion of the mergers?

 

A:	Following the Closing, New Sitio will retain Sitio and Brigham’s “Up-C” structure, in which substantially all of the operating assets of New Sitio will be held by Opco LP, and New Sitio’s only assets will be equity interests in Opco LP.

The management team of Sitio, including Christopher Conoscenti, who currently serves as Chief Executive Officer of Sitio, are expected to serve in the same roles at New Sitio following the consummation of the mergers.

Under the terms of the merger agreement, the board of directors of New Sitio (the “New Sitio Board”) will be comprised of nine individuals who will be elected by Sitio, as the sole stockholder of New Sitio. Effective as of the First Effective Time, Sitio will elect (i) five persons designated by Sitio, who, prior to the First Effective Time, are members of the Sitio Board, to the New Sitio Board and (ii) four persons designated by Brigham, who, prior to the First Effective Time, are members of the Brigham Board (such persons, the “Brigham Designated Directors”), to the New Sitio Board. Additionally, following the Closing, New Sitio agreed to take all actions reasonably necessary to ensure that each Brigham Designated Director is included in the slate of nominees recommended by the New Sitio Board to the stockholders of New Sitio for election as directors at the 2023 annual meeting of stockholders of New Sitio. For additional information, please see the section entitled “The Mergers—Governance of New Sitio.”

 

Q:	Will I continue to receive dividends in respect of my shares of Brigham Class A Common Stock and distributions in respect of my Opco LLC Units?

 

A:

Prior to the Closing of the mergers, Sitio and Brigham will coordinate regarding the declaration and payment of dividends in respect of the Sitio Class A Common Stock or Brigham Class A Common Stock and distributions in respect of Opco LLC Units or Opco LP Units, as applicable, and the record dates and payment dates relating thereto, so as to ensure that you do not receive two dividends or two distributions, or fail to receive one dividend or distribution, as applicable, in any quarter with respect to your shares of Brigham Class A Common Stock or Opco LLC Units, or New Sitio Class A Common Stock and Opco LP Units that you receive in exchange therefor in the mergers.

No dividends or other distributions declared or made with respect to shares of New Sitio Class A Common Stock or Opco LP Units with a record date after the First Effective Time or Second Effective Time, as applicable, shall be paid to (i) the holder of any unsurrendered certificate with respect to the whole shares of New Sitio Class A Common Stock that such holder would be entitled to receive upon surrender of such certificate and no cash payment in lieu of fractional shares of New Sitio Class A Common Stock shall be paid to any such holder or (ii) the holder of any Opco LLC Units with respect to the whole Opco LP Units that such holder would be entitled to receive upon surrender of such Opco LLC Units and no cash payment in lieu of fractional Opco LP Units shall be paid to any such holder, in each case until such holder shall

 

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deliver to the exchange agent a duly completed and validly executed letter of transmittal. Dividends will be accrued for these holders and they will receive the accrued dividends, without interest, when they surrender any such certificate or the delivery of a duly completed and validly executed letter of transmittal by a holder of New Sitio Class A Common Stock or Opco LLC Unit, as applicable.

 

Q:	Will the shares of New Sitio Common Stock that I acquire in connection with the mergers receive a dividend?

 

A:

After the Closing of the mergers, as a holder of New Sitio Common Stock, you will receive the same dividends on shares of New Sitio Common Stock that all other holders of the respective class of New Sitio Common Stock will receive for any dividend with a record date that occurs after the First Effective Time.

 

Q:	Will the shares of New Sitio Class A Common Stock received at the time of Closing of the mergers be traded on an exchange?

 

A:

Yes. It is a condition to the consummation of the mergers that the shares of New Sitio Class A Common Stock issuable (i) to the holders of eligible shares of Brigham Class A Common Stock pursuant to the merger agreement, (ii) to the holders of eligible shares of Sitio Class A Common Stock pursuant to the merger agreement, (iii) upon the redemption of Opco LP Units (together with a corresponding number of shares of New Sitio Class C Common Stock) to be outstanding following the issuance of Opco LP Units to the holders of Opco LLC Units pursuant to the merger agreement and (iv) upon the exercise of New Sitio Warrants be approved for listing on the NYSE, upon official notice of issuance. Sitio Class A Common Stock and Brigham Class A Common Stock currently trade on the NYSE under the symbols “STR” and “MNRL,” respectively. When the mergers are completed, Sitio securities and Brigham securities will both cease to be traded on the NYSE and will be deregistered under the Exchange Act. For additional information, please see the section entitled “The Mergers—Stock Exchange Listing.”

 

Q:	What are the material U.S. federal income tax consequences of the Pubco Mergers to the holders of Sitio Class A Common Stock and holders of Brigham Class A Common Stock?

 

A:

It is a condition to the respective obligations of Sitio and Brigham to complete the Pubco Mergers that each of Sitio and Brigham receive a legal opinion to the effect that either (i) each Pubco Merger should qualify as a “reorganization” within the meaning of Section 368(a) of the Code with respect to each of the parties to the reorganization or (ii) the transfer of the stock of Sitio and the stock of the Brigham to New Sitio in exchange for stock of New Sitio as a result of the Pubco Mergers should constitute a transaction described in Section 351 of the Code. Assuming the receipt and accuracy of these opinions, holders of Sitio Class A Common Stock and holders of Brigham Class A Common Stock, as applicable, generally should not recognize any gain or loss for U.S. federal income tax purposes on the exchange of their Sitio Class A Common Stock or Brigham Class A Common Stock, as applicable, for New Sitio Class A Common Stock. You should be aware that the tax consequences to you of the Pubco Mergers may depend upon your own situation. In addition, you may be subject to state, local or foreign tax laws that are not discussed in this consent solicitation statement/proxy statement/prospectus. This discussion also does not address the tax consequences of the Pubco Mergers to holders of Sitio Warrants or the private placement warrants of Sitio. You should therefore consult with your own tax advisor for a full understanding of the tax consequences to you of the Pubco Mergers.

For a more complete discussion of the material U.S. federal income tax consequences of the Pubco Mergers, see the section entitled “The Mergers—Material U.S. Federal Income Tax Consequences of the Pubco Mergers” beginning on page 103.

 

Q:	When do Sitio and Brigham expect to complete the mergers?

 

A:	Sitio and Brigham currently expect to complete the mergers in the first quarter of 2023. However, neither Sitio nor Brigham can predict the actual date on which the mergers will be completed, nor can the parties

 

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ensure that the mergers will be completed, because completion is subject to conditions beyond the control of either company. Please see the sections entitled “The Mergers—Regulatory Approvals” and “The Merger Agreement—Conditions to Completion of the Mergers.”

 

Q:	What happens if the mergers are not completed?

 

A:

If Sitio stockholders do not approve the adoption of the merger agreement or Brigham stockholders do not approve the Brigham merger proposal, or if the mergers are not completed for any other reason, Sitio equityholders and Brigham equityholders will not receive any merger consideration for their respective shares of Sitio Common Stock and Brigham Common Stock they own. Instead, Sitio and Brigham will each remain independent public companies, Sitio Class A Common Stock and Brigham Class A Common Stock will each continue to be listed and traded on the NYSE and registered under the Exchange Act, and Sitio and Brigham will continue to file periodic reports with the SEC.

Under specified circumstances, Sitio or Brigham may be required to pay a termination fee upon or subsequent to termination of the merger agreement, as described in the section entitled “The Merger Agreement—Expenses and Termination Fees.”

 

Q:	What should I do if I receive more than one set of voting materials?

 

A:

You may receive more than one set of voting materials for the Brigham special meeting, the Sitio consent solicitation, or both, including multiple copies of this consent solicitation statement/proxy statement/prospectus and multiple proxy cards or voting instruction forms. For example, if you hold your shares of Sitio Common Stock or your shares of Brigham Common Stock in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please submit each separate proxy or voting instruction form that you receive by following the instructions set forth in each separate proxy or voting instruction form. If you fail to submit each separate proxy or voting instruction form that you receive, not all of your shares will be voted.

QUESTIONS AND ANSWERS ABOUT THE BRIGHAM SPECIAL MEETING:

 

Q:	When and where is the Brigham special meeting?

 

A:

The Brigham special meeting will be a virtual only meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/MNRL2022SM starting at 9:00 a.m. Central Time (with log-in beginning at 8:45 a.m. Central Time) on December 28, 2022. You will be able to attend the Brigham special meeting online and vote your shares electronically during the meeting by going to www.proxyvote.com and entering the 16-digit control number included on the proxy card or voting instruction form that you received. Because the Brigham special meeting is completely virtual and being conducted via live webcast, stockholders will not be able to attend the meeting in person.

 

Q:	Who can vote at, and what is the record date of, the Brigham special meeting?

 

A:

All Brigham stockholders who hold shares of Brigham Common Stock of record at the close of business on November 18, 2022, the record date for the Brigham special meeting (the “Brigham record date”), are entitled to receive notice of and to vote at the Brigham special meeting. For additional information, please see the section entitled “The Brigham Special Meeting—Record Date.”

 

Q:	What are Brigham stockholders being asked to approve?

 

A:	Brigham stockholders are being asked to approve the Brigham merger proposal and, on a non-binding, advisory basis, the Brigham compensation proposal.

 

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Q:	What Brigham stockholder vote is required to approve each of the proposals?

 

A:	Your vote “FOR” each proposal presented at the Brigham special meeting is very important and you are encouraged to submit a proxy as soon as possible. The mergers cannot be completed without, among other things, the approval of the Brigham merger proposal by Brigham stockholders.

Brigham merger proposal. Approval of the Brigham merger proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Brigham Common Stock entitled to vote on the Brigham proposal, voting as a single class. Accordingly, a Brigham stockholder’s abstention from voting, a broker non-vote or the failure of a Brigham stockholder to attend the Brigham special meeting and vote will have the same effect as a vote “against” the Brigham merger proposal.

Brigham compensation proposal. Approval of the Brigham compensation proposal requires the affirmative vote of the holders of a majority of the shares of Brigham Common Stock present in person or by proxy at the Brigham special meeting and entitled to vote thereon, voting as a single class. Accordingly, a Brigham stockholder’s abstention from voting will have the same effect as a vote “against” the Brigham compensation proposal, while a broker non-vote or the failure of a Brigham stockholder to attend the Brigham special meeting and vote will have no effect on the outcome of the Brigham compensation proposal.

For additional information, please see the section entitled “The Brigham Special Meeting—Vote Required.”

 

Q:	How does the Brigham Board recommend that I vote?

 

A:

The Brigham Board has carefully considered the terms of the merger agreement and the transactions contemplated thereunder, including the Brigham Merger, and unanimously recommends that Brigham stockholders vote “FOR” the Brigham merger proposal and “FOR” the Brigham compensation proposal. For additional information regarding how the Brigham Board recommends that Brigham stockholders vote, see the sections entitled “The Mergers—Brigham Board’s Recommendation; Reasons for the Mergers” and “Brigham Special Meeting—Recommendation of the Brigham Board.”

 

Q:	Why are Brigham stockholders being asked to approve, on a non-binding, advisory basis, certain compensation arrangements that may be paid or become payable to Brigham’s NEOs in connection with the mergers?

 

A:

Rule 14a-21(c) promulgated by the SEC under Section 14A of the Exchange Act requires that Brigham seek a non-binding, advisory vote with respect to certain compensation arrangements that could be paid or become payable to Brigham’s NEOs in connection with the mergers. For more information regarding such payments, see the section entitled “The Brigham Compensation Proposal.”

 

Q:	What happens if the Brigham compensation proposal is not approved?

 

A:

Approval of the Brigham compensation proposal is not a condition to the obligations of Sitio or Brigham to complete the mergers. The vote is an advisory vote and is not binding. If the mergers are completed, Brigham will pay the applicable compensation in connection with the mergers to its NEOs even if Brigham stockholders fail to approve the Brigham compensation proposal. For more information, see the section entitled “The Brigham Compensation Proposal.”

 

Q:	Do Brigham equityholders have appraisal rights or dissenters’ rights?

 

A:	Under Delaware law, holders of Brigham Class A Common Stock are not entitled to exercise dissenters’ or appraisal rights in connection with the Brigham Merger.

However, holders of Brigham Class B Common Stock who do not vote in favor of the Brigham merger proposal will be entitled to exercise appraisal rights under the DGCL and will have the right to obtain

 

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payment in cash for the fair value of their shares of Brigham Class B Common Stock, if any, as determined by the Delaware Court of Chancery, rather than the merger consideration, solely with respect to their shares of Brigham Class B Common Stock (and not, for the avoidance of doubt, with respect to any shares of Brigham Class A Common Stock or Opco LLC Units held by them). To exercise appraisal rights, holders of Brigham Class B Common Stock must strictly follow the procedures prescribed by Section 262 of the DGCL (“Section 262”), and failure to comply with Section 262 may result in such holders waiving, or being unable to exercise, appraisal rights.

For more information regarding appraisal rights, please see the section entitled “Appraisal Rights.” In addition, a copy of Section 262 is attached as Annex J to this consent solicitation statement/proxy statement/prospectus.

 

Q:	How many votes may I cast?

 

A:

Each issued and outstanding share of Brigham Class A Common Stock and each issued and outstanding share of Brigham Class B Common Stock entitles its holder of record to one vote on each matter to be considered at the Brigham special meeting, and the Brigham Class A Common Stock and Brigham Class B Common Stock will vote together as a single class. The Brigham stockholders of record on the Brigham record date are the only Brigham stockholders that are entitled to receive notice of, and to vote at, the Brigham special meeting or any adjournments or postponements thereof.

 

Q:	What constitutes a quorum at the Brigham special meeting?

 

A:	In order for business to be conducted at the Brigham special meeting, a quorum must be present.

A quorum at the Brigham special meeting requires the presence, virtually or represented by proxy, of the holders of a majority of the voting power of all outstanding shares of capital stock of Brigham entitled to vote at the Brigham special meeting. A Brigham stockholder will be considered present at the virtual meeting by logging into the Brigham special meeting website using his, her or its unique 16-digit control number or by appointing a proxy. If you submit a properly executed proxy card, or submit a proxy via the internet or by telephone, even if you do not vote for the relevant proposal or vote to “abstain” in respect of such proposal, your shares of Brigham Common Stock will be counted for purposes of calculating whether a quorum is present for the transaction of business at the Brigham special meeting. Because it is expected that all of the matters to be voted on at the Brigham special meeting will be non-routine under NYSE rules, brokers will not have discretionary authority to vote on any such proposal; therefore, if you do not provide voting instructions to your broker, bank or other nominee, your shares will not count towards determining whether a quorum is present and your shares will not be voted on the Brigham merger proposal or the Brigham compensation proposal. For more information, please see the section entitled “The Brigham Special Meeting—Quorum; Abstentions and Broker Non-Votes.”

 

Q:	How do I submit questions for the Brigham virtual special meeting?

 

A:

Stockholders attending the virtual meeting will be in a listen-only mode and will not be able to speak during the webcast. However, stockholders will be able to submit any questions by the close of business on December 27, 2022 in advance of the Brigham special meeting by visiting www.proxyvote.com. Additionally, stockholders will be able to submit questions during a portion of the Brigham special meeting by signing into the virtual meeting platform at www.virtualshareholdermeeting.com/MNRL2022SM, typing a question into the “Ask a Question” field and clicking submit. For more information, please see the section entitled “The Brigham Special Meeting—Attendance at the Brigham Special Meeting—Submitting Questions for the Virtual Brigham Special Meeting.”

 

Q:	What is a proxy?

 

A:	A proxy is your legal designation of another person, referred to as a “proxy,” whose name is listed on the proxy card, to vote your shares of Brigham Common Stock. The written document describing the matters to

 

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be considered and voted on at the Brigham special meeting is called a “proxy statement.” A “proxy card” is a document used to designate a proxy to vote your shares of Brigham Common Stock.

For more information, see the section entitled “The Brigham Special Meeting—Proxies and Revocation.”

 

Q:	What do I need to do now?

 

A:

After you have carefully read and considered the information contained in or incorporated by reference into this consent solicitation statement/proxy statement/prospectus, please submit your proxy via the internet or by telephone in accordance with the instructions set forth on the proxy card or voting instruction form you received, or complete, sign, date, and return the proxy card or voting instruction form in the self-addressed, stamped envelope provided as soon as possible so that your shares will be represented and voted at the Brigham special meeting.

For additional information on voting procedures, please see the section entitled “Brigham Special Meeting.”

 

Q:	How will my proxy be voted?

 

A:	If you submit your proxy via the internet, by telephone, or by completing, signing, dating, and returning the proxy card or voting instruction form, your proxy will be voted in accordance with your instructions.

If your shares of Brigham Common Stock are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. If you sign and return the proxy card but do not give instructions on how you would like to vote your shares of Brigham Common Stock, your shares will be voted in accordance with the recommendation of the Brigham Board: “FOR” the Brigham merger proposal and “FOR” the Brigham compensation proposal.

For additional information on voting procedures, please see the section entitled “The Brigham Special Meeting—Proxies and Revocation.”

 

Q:	Who will count the votes?

 

A:	The votes at the Brigham special meeting will be tabulated and certified by the inspector of elections appointed by the Brigham Board.

 

Q:	Where can I find the voting results of the Brigham special meeting?

 

A:

Preliminary voting results are expected to be announced at the Brigham special meeting and set forth in a press release that Brigham intends to issue after the Brigham special meeting. Final voting results of the Brigham special meeting are expected to be published on a Current Report on Form 8-K filed with the SEC within four business days after the Brigham special meeting.

 

Q:	Who do I contact if I am encountering difficulties attending the Brigham special meeting online?

 

A:	If you encounter any technical difficulties with the virtual meeting platform on the meeting day, technical support phone numbers will be posted on the virtual meeting log-in page. Please give yourself sufficient time to log-in and ensure you can hear the streaming audio before the meeting starts.

 

Q:	What is the difference between holding shares of record and holding shares as a beneficial owner of shares of Brigham Common Stock?

 

A:

If your shares of Brigham Common Stock are registered directly in your name with Brigham’s registrar and transfer agent, American Stock Transfer & Trust Company, LLC, you are considered, with respect to those shares, to be the stockholder of record. If you are a stockholder of record, then this consent solicitation statement/proxy statement/prospectus and your proxy card have been sent directly to you by Brigham.

 

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If your shares of Brigham Common Stock are held through a bank, broker or other nominee, you are considered, with respect to those shares, the beneficial owner, and those shares are held in “street name” by your bank, broker or other nominee. In that case, this consent solicitation statement/proxy statement/prospectus has been forwarded to you by your bank, broker or other nominee. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting, and you are also invited to attend the Brigham special meeting. The proxy materials you received include the 16-digit control number that you will need to vote online during the Brigham special meeting.

 

Q:	If my shares of Brigham Common Stock are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee automatically vote my shares for me?

 

A:

No. If your shares of Brigham Common Stock are held in the name of a bank, broker or other nominee, you will receive separate instructions from your bank, broker or other nominee describing how to vote your shares. The availability of internet or telephonic voting will depend on the nominee’s voting process. Please check with your bank, broker or other nominee and follow the voting procedures provided by your bank, broker or other nominee on your voting instruction form.

You should instruct your bank, broker or other nominee how to vote your shares of Brigham Common Stock. Under the rules applicable to broker-dealers, your bank, broker or other nominee does not have discretionary authority to vote your shares on any of the proposals scheduled to be voted on at the Brigham special meeting. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares. Brigham does not expect any broker non-votes at the Brigham special meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine, whereas each of the proposals to be presented at the Brigham special meeting are considered non-routine under NYSE rules. As a result, no broker will be permitted to vote your shares of Brigham Common Stock at the Brigham special meeting without receiving instructions. Failure to instruct your broker on how to vote your shares will have (i) the same effect as a vote “against” the Brigham merger proposal and (ii) no effect on the Brigham compensation proposal.

For additional information on voting procedures, please see the section entitled “The Brigham Special Meeting—How to Vote.”

 

Q:	What can I do if I change my mind after I have submitted a proxy for my shares of Brigham Common Stock?

 

A:	Brigham stockholders of record may revoke or change a previously delivered proxy at any time before it is voted at the Brigham special meeting by doing any of the following:

 

•

deliver another proxy card with a later date and return it so that it is received no later than 10:59 p.m. Central Time, on the night before the Brigham special meeting;

 

•

submit a proxy again by telephone or over the Internet no later than 10:59 p.m. Central Time, on the night before the Brigham special meeting; or

 

•

deliver written notice of revocation of the proxy to Brigham’s corporate secretary at Brigham’s principal executive offices at 5914 W. Courtyard Dr., Suite 200, Austin, Texas 78730 so that it is received no later than 10:59 p.m. Central Time, on the night before the Brigham special meeting.

All Brigham stockholders may also revoke their proxies by attending the Brigham special meeting virtually, using his, her or its unique 16-digit control number and voting his, her or its shares online during the meeting. Note that attendance at the virtual Brigham special meeting will not, in and of itself, revoke a valid proxy that was previously delivered unless you give written notice of revocation to Brigham’s corporate

 

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secretary before the proxy is exercised or unless you vote your shares online during the Brigham special meeting.

If a Brigham stockholder holds shares through a bank, broker or other nominee, such stockholder may change or revoke his, her or its voting instructions before the Brigham special meeting by providing instructions again through the means specified on his, her or its voting instruction form (with most having the option to do so by internet, telephone or mail), which must be received before 10:59 p.m. Central Time, on the night before the Brigham special meeting.

For more information, see the section entitled “The Brigham Special Meeting—Proxies and Revocation.”

 

Q:	Are there any risks that I should consider as a Brigham stockholder in deciding how to vote?

 

A:

Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors.” You also should read and carefully consider the risk factors of Sitio and Brigham contained in the documents that are incorporated by reference into this consent solicitation statement/proxy statement/prospectus.

 

Q:	What happens if I sell or otherwise transfer my shares of Brigham Common Stock before the Brigham special meeting?

 

A:

The Brigham record date for shares of Brigham Common Stock entitled to vote at the Brigham special meeting is earlier than both the date of the Brigham special meeting and the consummation of the mergers. If you sell or otherwise transfer your shares of Brigham Common Stock after the Brigham record date but before the Brigham special meeting occurs, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you transfer your shares of Brigham Common Stock, you will retain your right to vote such shares at the Brigham special meeting but will otherwise transfer ownership of and the economic interest in such shares, including the right to receive shares in New Sitio, if the mergers are completed, to the person to whom you transfer your shares of Brigham Common Stock.

 

Q:	What happens if I sell or otherwise transfer my shares of Brigham Common Stock or Opco LLC Units before the completion of the mergers?

 

A:

Only holders of (i) Brigham Common Stock as of immediately prior to the First Effective Time and (ii) Opco LLC Units as of immediately prior to the Second Effective Time will become entitled to receive the merger consideration. If you sell your shares of Brigham Common Stock or Opco LLC Units (and corresponding shares of Brigham Class B Common Stock) prior to the completion of the mergers, you will not be entitled to receive the merger consideration by virtue of the mergers.

 

Q:	Do any of the officers or directors of Brigham have interests in the mergers that may differ from or be in addition to my interests as a Brigham stockholder?

 

A:

Yes. In considering the recommendation of the Brigham Board that Brigham stockholders vote to approve the Brigham merger proposal and the Brigham compensation proposal, Brigham stockholders should be aware that, aside from their interests as stockholders of Brigham, some of Brigham’s directors and executive officers have interests in the mergers that may be different from, or in addition to, the interests of Brigham stockholders generally. The Brigham Board was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the transactions contemplated therein, in approving the mergers, and in recommending the approval of the Brigham merger proposal and the Brigham compensation proposal.

For more information on these interests and quantification of certain of these interests, please see “The Mergers—Interests of Brigham’s Directors and Executive Officers in the Mergers.”

 

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Q:	Who can answer any questions I may have about the Brigham special meeting or the mergers?

 

A:

If you are a Brigham stockholder and have any questions about the Brigham special meeting or the mergers, or if you need additional copies of this consent solicitation statement/proxy statement/prospectus or documents incorporated by reference herein, the applicable enclosed proxy card or voting instructions, you should contact:

Brigham Minerals, Inc.

Attn: Investor Relations

5914 W Courtyard Drive, Suite 200

Austin, Texas 78730

(512) 220-6350

Broadridge Financial Solutions, Inc.

51 Mercedes Way

Edgewood, New York 11717

sendmaterial@proxyvote.com

Telephone: 1-800-579-1639

QUESTIONS AND ANSWERS ABOUT THE SITIO CONSENT SOLICITATION:

 

Q:	Who is soliciting my written consent?

 

A:	Sitio stockholders are being asked to approve the adoption of the merger agreement by executing and delivering the written consent furnished with this consent solicitation statement/proxy statement/prospectus.

 

Q:	Who is entitled to give a Sitio written consent?

 

A:

All Sitio stockholders who hold shares of Sitio Common Stock of record at the close of business on November 18, 2022, the record date for determining the holders of shares of Sitio Common Stock entitled to execute and deliver written consents with respect to approving the adoption of the merger agreement (the “Sitio record date”), are entitled to give or withhold consent with respect to the adoption of the merger agreement using the written consent furnished with this consent solicitation statement/proxy statement/prospectus.

 

Q:	What Sitio stockholder approval is required to approve the adoption of the merger agreement?

 

A:	Approval of the adoption of the merger agreement requires the execution and delivery to Sitio of one or more written consents by the holders of a majority of the outstanding shares of Sitio Common Stock entitled to vote thereon, voting as a single class.

The Supporting Stockholders (as defined herein) entered into the support agreements (as described herein), pursuant to which they agreed, among other things, to vote (i) in favor of the adoption of the merger agreement and (ii) against any competing agreement, transaction or proposal with respect to Sitio and against any other action made in opposition to adoption of the merger agreement or in competition or inconsistent with the mergers or matters contemplated by the merger agreement. As of the Sitio record date, the support agreements covered 69,468,585 shares of Sitio Common Stock, or approximately 82.9% of the total shares of Sitio Common Stock outstanding. Certain of the Supporting Stockholders holding approximately 59.0% of the combined voting power of the issued and outstanding shares of Sitio Common Stock have also agreed not to transfer or otherwise dispose of any Sitio Class A Common Stock, Sitio Class C Common Stock or Opco LP Units beneficially owned by them, other than certain permitted transfers, during the terms of their respective support agreements.

For additional information about the Supporting Stockholders and the support agreements, please see the section entitled “Certain Agreements Related to the Transactions—Support Agreements.” The support agreements are attached to this consent solicitation statement/proxy statement/prospectus as Annex D, Annex E and Annex F.

 

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Q:	How does the Sitio Board recommend that I vote?

 

A:

The Sitio Board has carefully considered the terms of the merger agreement and the transactions contemplated thereunder, including the Sitio Merger, and unanimously recommends that Sitio stockholders “CONSENT” to the adoption of the merger agreement by executing and returning the written consent furnished with this consent solicitation statement/proxy statement/prospectus. For additional information regarding how the Sitio Board recommends that Sitio stockholders vote, see the section entitled “The Mergers—Sitio Board’s Recommendation; Reasons for the Mergers.”

 

Q:	How do I return my Sitio written consent?

 

A:

If you were a holder of record of Sitio Common Stock (meaning your shares of Sitio Common Stock are registered in your name with Sitio’s transfer agent, Continental Stock Transfer and Trust Company) on the Sitio record date, and you wish to return your written consent, please complete, date and sign the written consent furnished with this consent solicitation statement/proxy statement/prospectus and promptly return it to Sitio by emailing a .pdf copy to Brett Riesenfeld at brett.riesenfeld@sitio.com or, if the shares are held in an account at a bank, broker or other nominee, by following the directions of such bank, broker or other nominee.

If you hold your shares in an account at a bank, broker or other nominee, please follow the instructions from your bank, broker or other nominee as to how to return your Sitio written consent.

Sitio will not be holding a stockholders’ meeting to consider the proposal to approve the adoption of the merger agreement set forth herein, and therefore you will be unable to vote in person by attending a stockholders’ meeting.

For additional information about the written consents, please see the section entitled “Sitio Solicitation of Written Consents.”

 

Q:	What is the difference between holding shares of record and holding shares as a beneficial owner of shares of Sitio Common Stock?

 

A:

If your shares of Sitio Common Stock are registered directly in your name with Sitio’s registrar and transfer agent, Continental Stock Transfer and Trust Company, you are considered, with respect to those shares, to be the stockholder of record. If you are a stockholder of record, then this consent solicitation statement/proxy statement/prospectus and your proxy card have been sent directly to you by Sitio.

If your shares of Sitio Common Stock are held through a bank, broker or other nominee, you are considered, with respect to those shares, the beneficial owner, and those shares are held in “street name” by your bank, broker or other nominee. In that case, this consent solicitation statement/proxy statement/prospectus has been forwarded to you by your bank, broker or other nominee. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting.

 

Q:	If my shares of Sitio Common Stock are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee automatically vote my shares for me?

 

A:

No. If your shares of Sitio Common Stock are held in the name of a bank, broker or other nominee, you will receive separate instructions from your bank, broker or other nominee describing how to vote your shares. The availability of internet or telephonic voting will depend on the nominee’s voting process. Please check with your bank, broker or other nominee and follow the voting procedures provided by your bank, broker or other nominee on your voting instruction form.

You should instruct your bank, broker or other nominee how to vote your shares of Sitio Common Stock. Under the rules applicable to broker-dealers, your bank, broker or other nominee does not have discretionary authority to vote your shares in connection with the Sitio written consent. Failure to instruct your broker on how to vote your shares will have the same effect as consents marked “WITHHOLD CONSENT” as to the proposal to approve the adoption of the merger agreement.

 

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For additional information on voting procedures, please see the section entitled “Sitio Solicitation of Written Consents.”

 

Q:	Are there any Sitio stockholders who have already committed to voting in favor of adoption of the merger agreement?

 

A:

The Supporting Stockholders (as defined herein) entered into the support agreements (as described herein), pursuant to which they agreed, among other things, to vote (i) in favor of the adoption of the merger agreement and (ii) against any competing agreement, transaction or proposal with respect to Sitio and against any other action made in opposition to adoption of the merger agreement or in competition or inconsistent with the mergers or matters contemplated by the merger agreement. As of the Sitio record date, the support agreements covered 69,68,585 shares of Sitio Common Stock, or approximately 82.9% of the total shares of Sitio Common Stock outstanding.

For additional information about the Supporting Stockholders and the support agreements, please see the section entitled “Certain Agreements Related to the Transactions—Support Agreements.” The support agreements are attached to this consent solicitation statement/proxy statement/prospectus as Annex D, Annex E and Annex F.

 

Q:	Do Sitio equityholders have appraisal rights or dissenters’ rights?

 

A:

Under the DGCL, holders of Sitio Class A Common Stock and Sitio Warrants are not entitled to exercise dissenters’ or appraisal rights in connection with the Sitio Merger because shares of Sitio Class A Common Stock are listed on the NYSE and holders of eligible shares of Sitio Class A Common Stock are not required to receive consideration other than shares of New Sitio Class A Common Stock, which are expected to be listed on the NYSE.

However, holders of Sitio Class C Common Stock who do not vote in favor of approving the adoption of the merger agreement will be entitled to exercise appraisal rights under the DGCL and will have the right to obtain payment in cash for the fair value of their shares of Sitio Class C Common Stock, as determined by the Delaware Court of Chancery, rather than the merger consideration, solely with respect to their shares of Sitio Class C Common Stock (and not, for the avoidance of doubt, with respect to any shares of Sitio Class A Common Stock or Opco LP Units held by them). To exercise appraisal rights, holders of Sitio Class C Common Stock must strictly follow the procedures prescribed by Section 262, and failure to comply with Section 262 may result in such holders waiving, or being unable to exercise, appraisal rights.

For more information regarding appraisal rights, please see the section entitled “Appraisal Rights.” In addition, a copy of Section 262 is attached as Annex J to this consent solicitation statement/proxy statement/prospectus.

 

Q:	Do any of the officers or directors of Sitio have interests in the mergers that may differ from or be in addition to my interests as a Sitio stockholder?

 

A:

Yes. In considering the recommendation of the Sitio Board that Sitio stockholders vote to consent to the adoption of the merger agreement, Sitio stockholders should be aware that, aside from their interests as stockholders of Sitio, some of Sitio’s directors and executive officers have interests in the mergers that may be different from, or in addition to, the interests of Sitio stockholders generally. The Sitio Board was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the transactions contemplated therein, in approving the mergers, and in recommending the approval of the adoption of the merger agreement.

For more information on these interests and quantification of certain of these interests, please see “The Mergers—Interests of Sitio’s Directors and Executive Officers in the Mergers.”

 

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Q:	Are there any risks that I should consider as a Sitio stockholder in deciding how to vote?

 

A:

Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors.” You also should read and carefully consider the risk factors of Sitio and Brigham contained in the documents that are incorporated by reference into this consent solicitation statement/proxy statement/prospectus.

 

Q:	Who can answer any questions I may have about the Sitio consent solicitation or the mergers?

 

A:	If you are a Sitio stockholder and have any questions about the Sitio consent solicitation or the mergers, or if you need additional copies of this consent solicitation statement/proxy statement/prospectus or documents incorporated by reference herein, you should contact:

Sitio Royalties Corp.

Attn: Investor Relations

1401 Lawrence Street, Suite 1750

Denver, Colorado 80202

(720) 640-7620

sendmaterial@proxyvote.com

Telephone: 1-800-579-1639

 

Q:	Where can I find more information about Sitio and Brigham?

 

A:	You can find more information about Sitio and Brigham from various sources described in the section entitled “Where You Can Find More Information.”

 

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On September 6, 2022, Sitio entered into the merger agreement with Opco LP, New Sitio, Brigham Merger Sub, Sitio Merger Sub, Opco Merger Sub, Brigham and Opco LLC, pursuant to which Brigham Merger Sub will merge with and into Brigham (the “Brigham Merger”), with Brigham surviving the Brigham Merger as a wholly owned subsidiary of New Sitio and (ii) Sitio Merger Sub will merge with and into Sitio (the “Sitio Merger”), with Sitio surviving the Sitio Merger as a wholly owned subsidiary of New Sitio. Immediately thereafter, Opco Merger Sub will merge with and into Opco LLC (the “Opco Merger” and, together with the Brigham Merger and the Sitio Merger, the “mergers”) with Opco LLC surviving the Opco Merger as a wholly owned subsidiary of Opco LP. As a result of the mergers, Sitio and Brigham will become direct wholly owned subsidiaries of New Sitio, a new holding company, which will be renamed “Sitio Royalties Corp.” Upon completion of the mergers, former Sitio stockholders and former Brigham stockholders will own stock in New Sitio, which is expected to be listed for trading on the NYSE. New Sitio is a newly created holding company formed for purposes of effectuating the mergers and has conducted no operations and owns no material assets prior to completion of the mergers. The transactions contemplated by the merger agreement are referred to herein as the “Transactions” and the adjustments related thereto are referred to as the “Transaction Adjustments.”

The mergers will be accounted for using the acquisition method of accounting in accordance with ASC 805, with Sitio as the accounting acquirer. For further information please see the section entitled “The Mergers—Accounting Treatment.”

The following unaudited pro forma condensed consolidated combined financial statements (the “pro forma financial statements”) present the historical consolidated financial statements of Sitio (the accounting acquirer in the mergers), Kimmeridge Mineral Fund (“KMF”), Sitio’s predecessor for financial reporting purposes, combined with the historical consolidated financial statements of Falcon Minerals Corporation (“Falcon”), which was acquired by Sitio in June 2022, and the historical consolidated financial statements of Brigham, in each case adjusted as described below. Additionally, the pro forma financial statements include adjustments associated with the Falcon Merger and the Sitio Acquisitions (as defined below) (the Falcon Merger and the Sitio Acquisitions, the “Sitio Transactions”) completed by Sitio prior to the mergers (the “Sitio Adjustments”):

 

•

the merger transactions on June 7, 2022 with Opco LP, Ferrari Merger Sub A LLC (“Ferrari Merger Sub”), and DPM HoldCo, LLC (“Desert Peak”), pursuant to which Ferrari Merger Sub merged with and into Desert Peak, with Desert Peak as the accounting acquirer (the “Falcon Merger”);

 

•

the acquisition on June 7, 2021 of approximately 7,200 NRAs from Chambers Minerals, LLC, an affiliate of Kimmeridge, consisting of a 2.0% (on an 8/8ths basis) overriding royalty interest, proportionately reduced to Callon Petroleum Company’s (“Callon”) net revenue interest, in substantially all Callon-operated oil and gas leaseholds in the Delaware Basin (the “Chambers Acquisition”);

 

•

the acquisition on June 30, 2021 of approximately 18,500 NRAs from Rock Ridge Royalty, LLC (the “Rock Ridge Acquisition”); and

 

•

the acquisition on August 31, 2021 of approximately 25,000 NRAs from Source Energy Leasehold, LP and Permian Mineral Acquisition, LP (the “Source Acquisition” and, together with the Chambers Acquisition and the Rock Ridge Acquisition, the “Sitio Acquisitions”).

The unaudited pro forma condensed consolidated combined balance sheet gives effect to the Transactions as if they had occurred on September 30, 2022. The Sitio Acquisitions and Falcon Merger are reflected in the historical consolidated balance sheet of Sitio as of September 30, 2022, and, as such, no pro forma adjustments are made for such transactions in the unaudited pro forma condensed consolidated combined balance sheet.

The unaudited pro forma condensed consolidated combined statements of operations for the nine months ended September 30, 2022 and for the year ended December 31, 2021 give effect to the Transactions and the Sitio Transactions as if they had occurred January 1, 2021. The pro forma financial statements contain certain

 

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reclassification adjustments, as applicable, to (i) conform the historical Falcon or Brigham financial statement presentations to Sitio’s financial statement presentation and (ii) conform certain of Falcon’s or Brigham’s historical amounts to Sitio’s financial statement presentation.

The unaudited pro forma financial statements have been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” using assumptions set forth in the notes to the unaudited pro forma financial statements. The pro forma financial statements have been adjusted to include transaction accounting adjustments in accordance with GAAP, linking the effects of the Transaction Adjustments and the Sitio Adjustments to the historical consolidated financial statements of Sitio. As of the date of this consent solicitation statement/proxy statement/prospectus, the detailed valuation study necessary to arrive at the required final estimates of the fair value of the Falcon assets acquired and the liabilities assumed and the related allocations of purchase price has not been completed. A final determination of the fair value of Falcon’s assets and liabilities will be based on the actual assets and liabilities of Falcon that existed as of the Falcon Merger effective time. As of the date of this consent solicitation statement/proxy statement/prospectus, the detailed valuation study necessary to arrive at the required final estimates of the fair value of the Brigham assets to be acquired and the liabilities to be assumed and the related allocations of purchase price has not been completed, nor have all necessary adjustments been made to conform Brigham’s accounting policies to Sitio’s accounting policies. A final determination of the fair value of Brigham’s assets and liabilities will be based on the actual assets and liabilities of Brigham that exist as of the effective time of the mergers and, therefore, cannot be made prior to the completion of the mergers.

The pro forma financial statements and related notes are presented for illustrative purposes only and should not be relied upon as an indication of the financial condition or the operating results that Sitio would have achieved if the Sitio Transactions had taken place on the assumed dates. The pro forma financial statements do not reflect future events that may occur after the consummation of the mergers, including, but not limited to, the anticipated realization of ongoing savings from potential operating efficiencies, asset dispositions, cost savings, or economies of scale that may be achieved with respect to the combined operations. As a result, future results may vary significantly from the results reflected in the pro forma financial statements and should not be relied on as an indication of New Sitio’s future results.

 

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Pro Forma Condensed Consolidated Combined Balance Sheet

As of September 30, 2022

(Unaudited)

 

		Historical				Historical
		Sitio Royalties Corp.				Brigham Minerals, Inc.				Transaction Adjustments						Pro Forma Combined
		(In thousands, except share amounts)
ASSETS											A
Current assets:
Cash and cash equivalents		$	10,812			$	32,995			$	—					$	43,807
Restricted cash			—				6,629				—						6,629
Accrued revenue and accounts receivable			83,514				63,317				—						146,831
Derivative asset			22,531				—				—						22,531
Prepaid assets and other			1,297				3,196				—						4,493
Total current assets			118,154				106,137				—						224,291
Property and equipment:
Oil and natural gas properties, successful efforts method:
Unproved properties			1,473,142				310,783				1,265,861						3,049,786
Proved properties			1,042,257				754,418				72,425						1,869,100
Property and equipment			3,201				3,559				(1,629	)					5,131
Accumulated depreciation, depletion, and amortization			(186,004	)			(355,990	)			355,990						(186,004	)
Net oil and gas properties and other property and equipment			2,332,596				712,770				1,692,647						4,738,013
Other long-term assets:
Long-term derivative asset			28,888								—						28,888
Deferred financing costs			6,131				1,202				—						7,333
Operating lease right-of-use-asset			—				5,883				—						5,883
Deferred tax assets			—				39,485				(39,485	)					—
Other long-term assets			648				—				—						648
Total long-term assets			35,667				46,570				(39,485	)					42,752
TOTAL ASSETS		$	2,486,417			$	865,477			$	1,653,162					$	5,005,056
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses		$	15,877			$	21,923			$	100,000			B		$	137,800
Current operating lease liability			—				1,211				—						1,211
Warrant liability			2,770														2,770
Derivative liability			150														150
Total current liabilities			18,797				23,134				100,000						141,931
Long-term liabilities:											—
Long-term debt			666,834				73,000				—						739,834
Non-current operating lease liability			—				4,831				—						4,831
Deferred tax liability			4,782				—				248,753						253,535
Deferred rent			1,138				—				—						1,138
Other non-current liabilities			—				2,427				—						2,427
Total liabilities			691,551				103,392				348,753						1,143,696
COMMITMENTS AND CONTINGENCIES
Temporary equity			1,573,201				—				(50,624	)		B			1,740,264
											76,574			C
											141,113			D
Equity:
Class A common stock (12,706,082 and 76,309,429 shares issued and outstanding on a historical and pro forma basis, respectively)			1				547				(547	)		C			8
											7			D
Class C common stock (71,134,752 and 78,239,436 shares issued and outstanding on a historical and pro forma basis, respectively)			7				—				1			D			8
Additional paid-in capital			221,819				760,879				(75,368	)		C			2,170,618
											1,263,288			D
Accumulated deficit			(162	)			(91,218	)			(49,376	)		B			(49,538	)
											91,218			C
Treasury stock, at cost			—				(6,338	)			6,338			C			—
Non-controlling interests			—				98,215				(98,215	)		C			—
Total equity			221,665				762,085				1,137,346						2,121,096
Total liabilities, temporary equity and equity		$	2,486,417			$	865,477			$	1,653,162					$	5,005,056

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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Pro Forma Condensed Consolidated Combined Statement of Operations

For the Nine Months Ended September 30, 2022

(Unaudited)

 

		Historical				Sitio Royalties Adjustment				Sitio Predecessor Transaction Adjustments								As Adjusted								Historical				Transaction Adjustments								Pro Forma Combined
		Sitio Royalties Corp.				Falcon Minerals Corporation												Sitio Royalties Corp.								Brigham Minerals, Inc.
		(In thousands, except per share data)
Revenue:
Oil, natural gas and natural gas liquids revenues		$	260,219			$	44,862$											$	305,081							$	253,148			$								$	558,229
Lease bonus and other income			9,445				779				(497	)			D				9,727								3,365												13,092
Commodity derivatives losses							(302	)			302				J				—								—												—
Total revenue			269,664				45,339				(195	)							314,808								256,513				—								571,321
Operating Expenses:
Management fees to affiliates			3,241																3,241				I																3,241
Depreciation, depletion and amortization			67,302				6,450				(12,757	)			H				77,947								40,726				28,987				N				147,660
											17,076				H
											(124	)			D
General and administrative			24,043				28,287				(180	)			D				52,150								24,330				9,172				O				85,652
General and administrative - affiliates			74																74																				74
Severance and ad valorem taxes			18,019				2,860												20,879								15,664												36,543
Marketing and transportation							374												374								7,211												7,585
Total operating expenses			112,679				37,971				4,015								154,665								87,931				38,159								280,755
Net income (loss) from operations			156,985				7,368				(4,210	)							160,143								168,582				(38,159	)							290,566
Other income (expense):
Interest expense, net			(18,096	)			(876	)											(18,972	)							(3,114	)											(22,086	)
Change in fair value of warrant liability			3,842				(270	)											3,572																				3,572
Loss on extinguishment of debt			(11,487	)															(11,487	)																			(11,487	)
Commodity derivative gains (losses)			53,508				—				(302	)							53,206																				53,206
Other income (expense)			—				13												13								40												53
Total other income (expense):			27,767				(1,133	)			(302	)							26,332								(3,074	)			—								23,258
Net income before income tax expense			184,752				6,235				(4,512	)							186,475								165,508				(38,159	)							313,824
Income tax (expense) benefit			(5,206	)			(1,820	)			(35,863	)			K				(42,889	)							(31,820	)			2,529				K				(72,180	)
Net income		$	179,546			$	4,415			$	(40,375	)						$	143,586							$	133,688			$	(35,630	)						$	241,644
Less net income attributable to Predecessor			(78,104	)							78,104				L				—								—												—
Less net income attributable to non-controlling interests			—				(4,917	)			4,917				L				—								(21,998	)			21,998				L				—
Less net (income) loss attributable to temporary equity			(86,143	)							(35,683	)			L				(121,826	)							—				(505)				L				(122,331	)
Net income attributable to Class A stockholders		$	15,299			$	(502	)		$	6,963							$	21,760							$	111,690			$	(14,137	)						$	119,313
Net Income per Common Share
Basic		$	1.19																								2.16												1.55				M
Diluted		$	1.19																								2.09												1.55				M
Weighted Average Common Shares Outstanding
Basic			12,665																								51,663												76,309				M
Diluted			12,665																								53,463												76,309				M

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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