Sitio Royalties Corp. (NYSE:STR) agreed to acquire Brigham Minerals, Inc. (NYSE:MNRL) from BlackRock, Inc. (NYSE:BLK), Fidelity Management & Research Company LLC, Wellington Management Company LLP and others on September 5, 2022. Sitio Royalties Corp. entered into an agreement to acquire Brigham Minerals, Inc. from BlackRock, Inc. (NYSE:BLK), Fidelity Management & Research Company LLC, Wellington Management Company LLP and others for $1.8 billion on September 6, 2022. Under the terms of the definitive merger agreement, Brigham shareholders will receive a fixed exchange ratio of 1.133 shares of common stock in the combined company (New Parent) for each share of Brigham common stock owned on the closing date, and Sitio's shareholders will receive one share of common stock in the combined company for each share of Sitio common stock owned on the closing date. Brigham's and Sitio's Class A shareholders will receive shares of Class A common stock in the combined company, and Brigham's Class B and Sitio's Class C shareholders will receive shares of Class C common stock in the combined company as merger consideration. Upon consummation of the Transaction, Sitio shareholders will own approximately 54% of the combined entity and Brigham shareholders will own approximately 46% of the combined entity, on a fully diluted basis. In case of termination under certain circumstances, Brigham Minerals will be required to pay Sitio a termination fee of $65 million, representing approximately 3.5% of Brigham's equity value and Sitio will be required to pay Brigham Minerals a termination fee of $75 million. The Board of Directors of combined company will consist of 9 total directors, including 5 directors nominated by Sitio and 4 directors nominated by Brigham; Noam Lockshin, the current Chairman of Sitio's Board, will serve as Chairman of the Board of the combined company. Current Sitio management team will run combined company, which will retain the Sitio Royalties Corp. company name.

The transaction is subject to customary closing conditions, including regulatory clearance and approvals by the shareholders of Sitio and Brigham. The transaction has been unanimously approved by the boards of directors of both companies. Funds managed by Kimmeridge, Blackstone and Oaktree, which own 43.5%, 24.8% and 15.4% of the outstanding shares of Sitio, respectively, have entered into support agreements to vote in favor of the transaction. The completion of the Mergers is also subject to certain customary mutual conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Act, New Parent's registration statement on Form S-4 having been declared effective by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), and the shares of New Parent Class A Common Stock issuable in connection with the Merger having been authorized for listing on the New York Stock Exchange, subject to official notice of issuance. Sitio Board approved the transaction on September 5, 2022. As of December 28, 2022, stockholders of Brigham Minerals, Inc. voted in favor of all proposals necessary for the closing of the merger with Sitio Royalties Corp. The transaction is expected to close in the first quarter of 2023. The merger is anticipated to close on December 29, 2022.

Credit Suisse Securities (USA) LLC is serving as exclusive financial advisor and William H. Aaronson, Michael Gilson, David H. Schnabel, Kara L. Mungovan, Jeffrey P. Crandall, Kevin A. Brown, Michael Kaplan, Jeffrey S. Ramsay and Robert F. Smith of Davis Polk & Wardwell LLP is serving as legal advisor to Sitio. Goldman Sachs & Co. LLC is serving as exclusive financial advisor and Doug McWilliams, Lande Spottswood, Jason McIntosh, David Peck, Allyson Seger, David D'Alessandro, Dario Mendoza, Thomas Zentner, Matt Dobbins and Bryan Loocke of Vinson & Elkins LLP serving as legal advisors to Brigham. Goldman Sachs & Co. LLC acted as fairness opinion provider to the board of Brigham Minerals. Credit Suisse Securities (USA) LLC acted as fairness opinion provider to the board of Sitio. Adriana Schwartz of Schulte Roth & Zabel LLP acted as legal advisor to Sitio. Stuart Rogers of Alston & Bird LLP acted as legal adviser to Credit Suisse Securities (USA) LLC. American Stock Transfer & Trust Company, LLC acted as transfer agent and registrar to Brigham. Continental Stock Transfer & Trust Company acted as transfer agent and registrar to Sitio. Sitio agreed to pay Credit Suisse for its services a fee of $9 million, of which $2 million became payable to Credit Suisse upon the rendering of its opinion to the Sitio Board and the balance of which is contingent upon the consummation of the Transactions. Brigham has agreed to pay Goldman Sachs a transaction fee of $15 million, $5 million of which became payable at announcement of the Transactions, and the remainder of which is contingent upon consummation of the Transactions. Broadridge Financial Solutions, Inc. acted as the information agent to Brigham and received a fee of $0.02 million for its services. Cleary Gottlieb Steen & Hamilton represented Goldman Sachs & Co. LLC which acted as financial advisor.

Sitio Royalties Corp. (NYSE:STR) completed the acquisition of Brigham Minerals, Inc. (NYSE:MNRL) from BlackRock, Inc. (NYSE:BLK), Fidelity Management & Research Company LLC, Wellington Management Company LLP and others on December 29, 2022.