false 0001703785 0001703785 2022-07-26 2022-07-26 0001703785 us-gaap:CommonStockMember 2022-07-26 2022-07-26 0001703785 us-gaap:WarrantMember 2022-07-26 2022-07-26

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 26, 2022

 

 

SITIO ROYALTIES CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38158   82-0820780

(State or other jurisdiction of

incorporation or organization)

   (Commission
File Number)		   (I.R.S. Employer
Identification No.)

1401 Lawrence Street, Suite 1750

Denver, Colorado 80202

(Address of principal executive office and Zip Code)

(720) 640-7620

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange

on which registered

Class A common stock, $0.0001 par value   STR   New York Stock Exchange
Warrants to purchase Class A common stock   STR WS   NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Current Report on Form 8-K.

 

Item 8.01

Other Events.

On July 26, 2022, Sitio Royalties Corp. (the “Company”) completed the previously announced acquisition of the approximately 12,200 net royalty acres in the Permian Basin owned by Momentum Minerals Operating, LP, Momentum Minerals Operating II, LP, Momentum Minerals Nominee, Inc., Momentum Minerals Nominee II, Inc. and Athene Annuity & Life Assurance Company (the “Momentum Acquisition”). The Company drew the additional commitments of $175 million under the unsecured 364-Day Bridge Term Loan Agreement, dated June 24, 2022, among the Company, Sitio Royalties Operating Partnership, LP, as borrower, Bank of America, N.A., as Administrative Agent for the lenders, BofA Securities, Inc., as joint lead arranger and sole bookrunner, and Barclays Bank PLC and KeyBank National Association, as joint lead arrangers, as amended by the First Amendment thereto dated July 8, 2022, and used the proceeds to fund a portion of the purchase price of the Momentum Acquisition, with the remainder funded with a combination of cash on hand and borrowings under the Company’s revolving credit facility.

On July 26, 2022, the Company issued a press release announcing the closing of the Momentum Acquisition. A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.   

Description

99.1    Press release dated July 26, 2022.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: July 26, 2022

 

SITIO ROYALTIES CORP.
By:  

/s/ Brett S. Riesenfeld

  Brett S. Riesenfeld
  Executive Vice President, General Counsel and Secretary

 

2

Sitio Royalties (NASDAQ:STR)
Historical Stock Chart
Von Jan 2025 bis Feb 2025 Click Here for more Sitio Royalties Charts.
Sitio Royalties (NASDAQ:STR)
Historical Stock Chart
Von Feb 2024 bis Feb 2025 Click Here for more Sitio Royalties Charts.