false 0001949543 0001949543 2023-09-22 2023-09-22

 

 

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): September 22, 2023

 

 

SITIO ROYALTIES CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-41585   88-4140242

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

1401 Lawrence Street, Suite 1750

Denver, Colorado 80202

(Address of principal executive offices) (Zip Code)

(720) 640-7620

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

 

 

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

 

☐

Pre-commencement communications 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, par value $0.0001 per share   STR   The New York Stock Exchange

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

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 1.01.

Entry into a Material Definitive Agreement.

On February 3, 2023, Sitio Royalties Operating Partnership, LP (“Sitio OpCo”), as borrower, JPMorgan Chase Bank, N.A., as the administrative agent and issuing bank, the lenders and other financial institutions from time to time party thereto entered into that certain Third Amended and Restated Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which the lenders thereunder made loans and other extensions of credit to Sitio OpCo.

On the September 22, 2023 (the “Closing Date”), Sitio OpCo and the other guarantors party thereto entered into that certain First Amendment to Third Amended and Restated Credit Agreement (the “RBL First Amendment”), pursuant to which the Credit Agreement was amended to, among other things, (a) increase the Borrowing Base (as defined in the Credit Agreement) to $850,000,000 and (b) increase the Aggregate Elected Commitment (as defined in the Credit Agreement) to $850,000,000.

The above references to and description of the RBL First Amendment do not purport to be complete and are qualified in their entirety by reference to the RBL First Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item 2.02.

Results of Operations and Financial Condition.

On September 26, 2023, in connection with the Notes Offering (as defined below), Sitio Royalties Corp. (NYSE: STR) (the “Company,” “our,” “us,” or “we”) provided certain updated disclosures to potential investors, including certain financial data for the fiscal quarter ended June 30, 2023, the relevant excerpts of which are set forth below. The information contained in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 2.02 by reference.

The information in this Item 2.02 (including the exhibit) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

 

Item 8.01.

Other Events.

On September 26, 2023, the Company issued a press release announcing that, subject to market conditions, Sitio OpCo and Sitio Finance Corp., subsidiaries of the Company, intend to offer (the “Notes Offering”) for sale in a private placement pursuant to Rule 144A and Regulation S under the Securities Act, to eligible purchasers $500.0 million aggregate principal amount of senior unsecured notes due 2028. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated into this Item 8.01 by reference.

On September 26, 2023, in connection with the Notes Offering, the Company provided certain updated disclosures to potential investors, the relevant excerpt of which is included in Exhibit 99.2 hereto and incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit   

Description

10.1    First Amendment to Third Amended and Restated Credit Agreement, dated as of September 22, 2023, by and among Sitio Royalties Operating Partnership, LP, as borrower, each lender from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and any other parties from time to time party thereto.
99.1    Press Release, dated September 26, 2023.
99.2    Excerpt of updated disclosures.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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 hereunto duly authorized.

Date: September 26, 2023

 

SITIO ROYALTIES CORP.
By:  

/s/ Brett S. Riesenfeld

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

Exhibit 10.1

Execution Version

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED

CREDIT AGREEMENT

This First Amendment to Third Amended and Restated Credit Agreement (this “First Amendment”) dated as of September 22, 2023 (the “First Amendment Effective Date”), is among Sitio Royalties Operating Partnership, LP, a Delaware limited partnership (the “Borrower”), each of the undersigned guarantors (collectively, the “Guarantors” and together with the Borrower, the “Loan Parties”), each of the Lenders (as defined below) party hereto and JPMorgan Chase Bank, N.A., as the Administrative Agent and as the Issuing Bank (as each such term is defined in the Existing Credit Agreement referred to below).

R E C I T A L S

A. The Borrower, the Administrative Agent, the financial institutions party thereto as lenders (the “Lenders”), the Issuing Bank and the other parties thereto are parties to that certain Third Amended and Restated Credit Agreement dated as of February 3, 2023 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”; and the Existing Credit Agreement, as the same may be further amended, amended and restated, supplemented or otherwise modified from time to time, including by and after giving effect to this First Amendment, the “Credit Agreement”), pursuant to which the Lenders and the Issuing Bank have agreed to make extensions of credit to the Borrower for the purposes and subject to the terms and conditions set forth therein.

B. The Borrower has advised the Administrative Agent that Credit Suisse AG, New York Branch (the “Exiting Lender”) no longer wishes to be a Lender under the Credit Agreement from and after the First Amendment Effective Date and has requested that the Exiting Lender’s Elected Commitment and Maximum Credit Amount under the Credit Agreement be reduced to $0.00 and cancelled as of the First Amendment Effective Date.

C. The parties hereto are entering into this First Amendment to, among other things, (i) provide for the Exiting Lender to exit the Credit Agreement and have all of its commitments thereunder reduced to $0.00 and cancelled on the First Amendment Effective Date, (ii) increase the Borrowing Base from $750,000,000 to $850,000,000, (iii) increase the Aggregate Elected Commitment from $750,000,000 to $850,000,000 and (iv) amend certain other terms of the Existing Credit Agreement as provided for in Section 2 hereof, in each case, on the terms and subject to the conditions set forth herein.

D. The Lenders desire to effectuate the Interim Redetermination of the Borrowing Base intended to occur on or about August 1, 2023, as provided for in that certain letter agreement dated April 28, 2023, among the Administrative Agent, the Lenders party thereto and the Borrower (the “April 2023 Borrowing Base Letter Agreement”), by increasing the Borrowing Base from $750,000,000 to $850,000,000 on the terms and subject to the conditions set forth herein.

E. The parties hereto desire to enter into this First Amendment to amend the Existing Credit Agreement as set forth herein and to be effective as of the First Amendment Effective Date.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1 Defined Terms. Each capitalized term used herein and not otherwise defined herein has the meaning assigned to such term in the Credit Agreement. Unless otherwise indicated, all section references in this First Amendment refer to sections of the Credit Agreement.

Section 2 Amendments to Credit Agreement. In reliance on the representations, warranties, covenants and agreements contained in this First Amendment, and subject to the satisfaction (or waiver) of the conditions precedent set forth in Section 5 hereof, the Existing Credit Agreement is hereby amended effective as of the First Amendment Effective Date as set forth in this Section 2.

2.1 Additional Definitions. Section 1.02 of the Existing Credit Agreement is hereby amended to add thereto in alphabetical order the following definitions which shall read in full as follows:

“First Amendment” means that certain First Amendment to Third Amended and Restated Credit Agreement dated as of the First Amendment Effective Date, by and among the Borrower, the Guarantors party thereto, the Administrative Agent, the Issuing Bank and the Lenders party thereto.

“First Amendment Effective Date” means September 22, 2023.

2.2 Amendment to Definitions of “Aggregate Elected Commitment”, “Agreement” and “Loan Documents”. Section 1.02 of the Existing Credit Agreement is hereby further amended to amend and restate the following definitions in their respective entireties to read in full as follows:

“Aggregate Elected Commitment” means, at any time, an amount equal to the sum of the aggregate Elected Commitments, as the same may be increased, reduced or terminated pursuant to Section 2.06(c). The Aggregate Elected Commitment as of the First Amendment Effective Date is $850,000,000.

“Agreement” means this Third Amended and Restated Credit Agreement, including the Annexes, Schedules and Exhibits hereto, as amended by the First Amendment and as the same may from time to time be further amended, modified, supplemented or restated.

“Loan Documents” means this Agreement, the First Amendment, the Notes, the Letter of Credit Agreements, the Letters of Credit, the Security Instruments, the Fee Letters, any certificate required to be delivered under this Agreement by or on behalf of any Loan Party, and any agreement executed by a Credit Party and any Loan Party which states that it is a “Loan Document” as defined herein.

 

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2.3 Amendment to Section 2.07(a) (Borrowing Base). The first sentence of Section 2.07(a) of the Existing Credit Agreement is hereby amended and restated in its entirety to read in full as follows:

“On the First Amendment Effective Date, the amount of the Borrowing Base is $850,000,000.”

2.4 Amendment to Section 2.07(f) (Reduction of Borrowing Base Upon Incurrence of Permitted Additional Debt). The first sentence of Section 2.07(f) of the Existing Credit Agreement is hereby amended and restated in its entirety to read in full as follows:

“If the Loan Parties incur any Permitted Additional Debt after the Effective Date in accordance with Section 9.02(g) (other than (i) any Permitted Additional Debt incurred to refinance then-outstanding Permitted Additional Debt, but only to the extent that the aggregate principal amount of new Permitted Additional Debt incurred to refinance such outstanding Permitted Additional Debt does not result in an increase in the principal amount of Permitted Additional Debt outstanding, except in respect of an increase in the principal amount as a result of customary fees and expenses related to the refinancing of such outstanding Permitted Additional Debt, and (ii) Permitted Additional Debt incurred after the First Amendment Effective Date but prior to the effectiveness of the Scheduled Redetermination of the Borrowing Base scheduled to occur on or about November 1, 2023 in accordance with Section 2.07(d) in an aggregate principal amount of up to an amount equal to $600,000,000 minus the aggregate principal amount of Permitted Additional Debt outstanding on the First Amendment Effective Date), unless the Borrower and the Required Lenders shall otherwise agree, the Borrowing Base then in effect shall be reduced by an amount equal to the product of 0.25 multiplied by the stated principal amount of such Permitted Additional Debt (for the avoidance of doubt, without regard to any original issue discount).”

2.5 Replacement of Annex I. Annex I to the Existing Credit Agreement is hereby amended and restated in its entirety in the form of Annex I attached hereto and Annex I attached hereto is hereby deemed to be attached as Annex I to the Credit Agreement.

2.6 Replacement of Schedule 8.19 (Post-Closing Matters). Schedule 8.19 of the Existing Credit Agreement is hereby amended and restated in its entirety in the form of Schedule 8.19 attached hereto and Schedule 8.19 attached hereto is hereby deemed to be attached as Schedule 8.19 to the Credit Agreement.

 

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Section 3 Interim Redetermination of Borrowing Base and Aggregate Elected Commitment. In reliance on the representations, warranties, covenants and agreements contained in this First Amendment, and subject to the satisfaction (or waiver) of the conditions precedent set forth in Section 5 hereof, (a) the Administrative Agent and the Lenders hereby agree that the existing Borrowing Base of $750,000,000 under the Credit Agreement shall be increased to $850,000,000 effective as of the First Amendment Effective Date (the “Additional 2023 Redetermination”) and continuing until the next Redetermination Date or other adjustment to the Borrowing Base, whichever occurs first pursuant to the Credit Agreement and (b) the Borrower, the Administrative Agent and the Lenders hereby agree that the Aggregate Elected Commitment shall be increased from $750,000,000 to $850,000,000 effective as of the First Amendment Effective Date. The Borrower, the Administrative Agent and the Lenders hereby further agree (i) that the Additional 2023 Redetermination provided for herein shall be the Interim Redetermination of the Borrowing Base constituting the Additional 2023 Redetermination as defined and provided for in the April 2023 Borrowing Base Letter Agreement and that, as agreed to in the April 2023 Borrowing Base Letter Agreement, the Additional 2023 Redetermination shall not be considered an Interim Redetermination elected by either the Borrower or the Administrative Agent, at the direction of the Required Lenders, pursuant to either Section 2.07(b)(i) or Section 2.07(b)(ii) of the Existing Credit Agreement and (ii) that this First Amendment constitutes the New Borrowing Base Notice with respect to the Additional 2023 Redetermination.

Section 4 Reallocation. In reliance on the representations, warranties, covenants and agreements contained in this First Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, after giving effect to this First Amendment, (a) each Lender hereby agrees that its Maximum Credit Amount, Elected Commitment and Applicable Percentage under the Credit Agreement effective as of the First Amendment Effective Date, if any, shall be in the amount set forth opposite such Lender’s name on Annex I to the Credit Agreement (as amended hereby), (b) after giving effect to any Borrowing made on the First Amendment Effective Date, each Lender (excluding the Exiting Lender) that has outstanding Loans (and participations in Letters of Credit) in amounts less than its Applicable Percentage of all outstanding Loans (and participations in Letters of Credit) shall purchase outstanding Loans (and participations in Letters of Credit) from Lenders that have outstanding Loans (and participations in Letters of Credit) in amounts greater than their Applicable Percentage of all outstanding Loans (and participations in Letters of Credit) such that each Lender holds Loans (and participations in Letters of Credit) in its Applicable Percentage of all outstanding Loans (and participations in Letters of Credit), including with respect to portions of any outstanding Term Benchmark Loans which Term Benchmark Loans shall otherwise remain outstanding through the last day of the Interest Period applicable thereto unless repaid prior thereto by the Borrower after giving effect to the adjustments described in this Section 4; provided, that in no event shall any such advance, disbursement or other adjustment be considered an extinguishment, novation or retirement of the Obligations under the Credit Agreement or any other Loan Document and (c) the adjustments pursuant to this Section 4 shall be deemed to occur simultaneously with the First Amendment Effective Date. On the First Amendment Effective Date, the Exiting Lender’s Elected Commitment and Maximum Credit Amount shall each be reduced to $0.00 and cancelled pursuant to Section 6.9 hereof. Notwithstanding anything to the contrary, each Lender that would otherwise be entitled to request or require that the Borrower pay any break-funding payments pursuant to Section 5.02 of the Existing Credit Agreement expressly waives the requirement that the Borrower pay any such break-funding payments pursuant to Section 5.02 of the Existing Credit Agreement as a result of the reallocation of Loans and other adjustments set forth in this Section 4 or Section 6.9 hereof.

 

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Section 5 Conditions Precedent. The effectiveness of this First Amendment, the amendments to the Credit Agreement set forth in Section 2 hereof and the increase of the Borrowing Base and the Aggregate Elected Commitment set forth in Section 3 hereof is subject to the satisfaction of the following conditions precedent:

5.1 Counterparts. The Administrative Agent shall have received counterparts of this First Amendment, duly executed by the Borrower, the Guarantors, the Administrative Agent and all of the Lenders (including the Exiting Lender).

5.2 Fees and Other Expenses. The Administrative Agent shall have received all fees and other amounts due and payable by the Borrower on or prior to the First Amendment Effective Date.

5.3 Notes. The Administrative Agent shall have received Notes duly executed by the Borrower payable to each Lender that has, at least one Business Day prior to the First Amendment Effective Date, requested a Note in a principal amount equal to its Maximum Credit Amount (as amended hereby) dated as of the date hereof.

5.4 No Default or Borrowing Base Deficiency. Immediately prior to and after giving effect to this First Amendment and any Borrowing being made on the First Amendment Effective Date, (a) no Default shall have occurred and be continuing, (b) no Borrowing Base Deficiency shall have occurred and (c) each of the representations and warranties of the Borrower and the Guarantors set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (except to the extent any such representations and warranties are (i) limited by materiality or by reference to Material Adverse Effect, in which case, they shall be true and correct in all respects and (ii) expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date) on and as of the First Amendment Effective Date.

Notwithstanding anything to the contrary set forth in Section 12.02 of the Existing Credit Agreement or otherwise, the Administrative Agent is hereby authorized and directed to declare this First Amendment to be effective on the date that it receives the foregoing, to the reasonable satisfaction of the Administrative Agent, or the waiver of such conditions as permitted hereby. Such declaration shall be final, conclusive and binding upon the Lenders and all other parties to the Existing Credit Agreement, as amended hereby, for all purposes.

 

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Section 6 Miscellaneous.

6.1 Counterparts. This First Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and all parties need not execute the same counterpart. Delivery of an executed counterpart of a signature page of this First Amendment by telecopy, emailed .pdf, .tif or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this First Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this First Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

6.2 Severability. Any provision of this First Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

6.3 Confirmation and Effect. The provisions of the Existing Credit Agreement (as amended by this First Amendment) shall remain in full force and effect in accordance with its terms following the effectiveness of this First Amendment, and this First Amendment shall not constitute a waiver of any provision of the Existing Credit Agreement or any other Loan Document. Each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the Existing Credit Agreement as amended hereby, and each reference to the Credit Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Existing Credit Agreement and/or this First Amendment shall mean and be a reference to the Existing Credit Agreement as amended hereby.

6.4 Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a) acknowledges the terms of this First Amendment, (b) ratifies and affirms its obligations under the Existing Credit Agreement, as amended hereby, and the other Loan Documents to which it is a party, (c) acknowledges and renews its continued liability under the Existing Credit Agreement, as amended hereby, and the other Loan Documents to which it is a party, (d) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Loan Party contained in the Existing Credit Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and immediately prior to and after giving effect to this First Amendment, except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true

 

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and correct in all respects, (e) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Loan Party of this First Amendment are within such Loan Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this First Amendment constitutes the valid and binding obligation of such Loan Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (f) represents and warrants to the Lenders and the Administrative Agent that, immediately prior to and after giving effect to this First Amendment, no Default exists.

6.5 Governing Law. This First Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, and shall be subject to the provisions of Section 12.09(b) through (d) of the Existing Credit Agreement, and such provisions shall apply to this First Amendment mutatis mutandis.

6.6 ENTIRE AGREEMENT. THIS FIRST AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

6.7 Successors and Assigns. The provisions of this First Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted by the Credit Agreement.

6.8 Loan Document. This First Amendment shall constitute a “Loan Document” for all purposes under the other Loan Documents.

6.9 Exiting Lender. By its execution of this First Amendment, the Exiting Lender hereby consents to this First Amendment in its capacity as a Lender under the Existing Credit Agreement and acknowledges and agrees to Section 3 of this First Amendment. Each of the parties hereto hereby agrees and confirms that after giving effect to this First Amendment, including after giving effect to the repayment of all Loans and accrued and unpaid interest and fees owing to the Exiting Lender, the Exiting Lender’s Commitment and Maximum Credit Amount shall each be $0.00, the Exiting Lender’s commitment to lend and all other obligations of the Exiting Lender under the Credit Agreement shall be terminated, and the Exiting Lender shall cease to be a Lender for all purposes under the Loan Documents.

[Remainder of this page intentionally left blank. Signature pages follow.]

 

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed by their respective officers or other authorized signatory thereunto duly authorized, as of the date first written above.

 

BORROWER:     SITIO ROYALTIES OPERATING PARTNERSHIP, LP
    By: Sitio Royalties GP, LLC, its general partner
    By:  

/s/ Carrie Osicka

    Name: Carrie Osicka
    Title: Chief Financial Officer
GUARANTORS:     SITIO PERMIAN, LP
    By: Sitio Royalties Management, LLC, its general partner
    By:  

/s/ Carrie Osicka

    Name: Carrie Osicka
    Title: Chief Financial Officer
    SITIO EAGLE FORD, LP
    By: Sitio Royalties Management, LLC, its general partner
    By:  

/s/ Carrie Osicka

    Name: Carrie Osicka
    Title: Chief Financial Officer
    SITIO APPALACHIA, LP
    By: Sitio Royalties Management, LLC, its general partner
    By:  

/s/ Carrie Osicka

    Name: Carrie Osicka
    Title: Chief Financial Officer
    SITIO ANADARKO, LP
    By: Sitio Royalties Management, LLC, its general partner
    By:  

/s/ Carrie Osicka

    Name: Carrie Osicka
    Title: Chief Financial Officer

 

SIGNATURE PAGE TO FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT –

SITIO ROYALTIES OPERATING PARTNERSHIP, LP

  SITIO ROCKIES, LP
  By: Sitio Royalties Management, LLC, its general partner
  By:  

/s/ Carrie Osicka

  Name: Carrie Osicka
  Title: Chief Financial Officer
  SITIO ROYALTIES MANAGEMENT HOLDINGS, INC.
  By:  

/s/ Carrie Osicka

  Name: Carrie Osicka
  Title: Chief Financial Officer
  SITIO ROYALTIES MANAGEMENT, LLC
  By:  

/s/ Carrie Osicka

  Name: Carrie Osicka
  Title: Chief Financial Officer

 

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent, Issuing Bank and a Lender
By:  

/s/ Umar Hassan

  Name: Umar Hassan
  Title: Authorized Officer

 

SIGNATURE PAGE TO FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT –

SITIO ROYALTIES OPERATING PARTNERSHIP, LP

BANK OF AMERICA, N.A.,
as a Lender
By:  

/s/ Kimberly Miller

Name: Kimberly Miller
Title: Director

 

SIGNATURE PAGE TO FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT –

SITIO ROYALTIES OPERATING PARTNERSHIP, LP

CAPITAL ONE, NATIONAL ASSOCIATION,
as a Lender
By:  

/s/ David Lee Garza

Name: David Lee Garza
Title: Vice President

 

SIGNATURE PAGE TO FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT –

SITIO ROYALTIES OPERATING PARTNERSHIP, LP

CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH,
as a Lender
By:  

/s/ Scott W. Danvers

Name: Scott W. Danvers
Title: Authorized Signatory
By:  

/s/ Donovan C. Broussard

Name: Donovan C. Broussard
Title: Authorized Signatory

 

SIGNATURE PAGE TO FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT –

SITIO ROYALTIES OPERATING PARTNERSHIP, LP

CITIBANK, N.A.,
as a Lender
By:  

/s/ Cliff Vaz

Name:  Cliff Vaz

Title:   Vice President

 

SIGNATURE PAGE TO FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT –

SITIO ROYALTIES OPERATING PARTNERSHIP, LP

KEYBANK NATIONAL ASSOCIATION,
as a Lender
By:  

/s/ George McKean

Name:  George McKean

Title:   Senior Vice President

 

SIGNATURE PAGE TO FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT –

SITIO ROYALTIES OPERATING PARTNERSHIP, LP

MIZUHO BANK, LTD.,
as a Lender
By:  

/s/ Edward Sacks

Name:  Edward Sacks

Title:   Authorized Signatory

 

SIGNATURE PAGE TO FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT –

SITIO ROYALTIES OPERATING PARTNERSHIP, LP

ROYAL BANK OF CANADA,
as a Lender
By:  

/s/ Kristan Spivey

Name:  Kristan Spivey

Title:   Authorized Signatory

 

SIGNATURE PAGE TO FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT –

SITIO ROYALTIES OPERATING PARTNERSHIP, LP

TRUIST BANK,
as a Lender
By:  

/s/ Farhan Iqbal

Name:  FARHAN IQBAL

Title:   Director

 

SIGNATURE PAGE TO FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT –

SITIO ROYALTIES OPERATING PARTNERSHIP, LP

BARCLAYS BANK PLC,
as a Lender
By:  

/s/ Sydney G. Dennis

Name:  Sydney G. Dennis

Title:   Director

 

SIGNATURE PAGE TO FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT –

SITIO ROYALTIES OPERATING PARTNERSHIP, LP

COMERICA BANK,
as a Lender
By:  

/s/ William Goodrich

Name:  William Goodrich

Title:   Assistant Vice President

 

SIGNATURE PAGE TO FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT –

SITIO ROYALTIES OPERATING PARTNERSHIP, LP

GOLDMAN SACHS BANK USA,
as a Lender
By:  

/s/ Andrew B. Vernon

Name:  Andrew Vernon

Title:   Authorized Signatory

 

SIGNATURE PAGE TO FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT –

SITIO ROYALTIES OPERATING PARTNERSHIP, LP

TEXAS CAPITAL BANK,
as a Lender
By:  

/s/ Jared Mills

Name:  Jared Mills

Title:   Executive Director

 

SIGNATURE PAGE TO FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT –

SITIO ROYALTIES OPERATING PARTNERSHIP, LP

FIRST HORIZON BANK, a Tennessee State Bank, as a Lender
By:  

/s/ Arth Patel

Name:  Arth Patel

Title:   Vice President – Energy Lending

 

SIGNATURE PAGE TO FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT –

SITIO ROYALTIES OPERATING PARTNERSHIP, LP

CREDIT SUISSE AG, New York Branch,
as the Exiting Lender
By:  

/s/ Doreen Barr

Name:  Doreen Barr

Title:   Authorized Signatory

By:  

/s/ John Basilici

Name:  John Basilici

Title:   Authorized Signatory

 

SIGNATURE PAGE TO FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT –

SITIO ROYALTIES OPERATING PARTNERSHIP, LP

ANNEX I

LIST OF APPLICABLE PERCENTAGE, MAXIMUM CREDIT AMOUNTS AND ELECTED COMMITMENTS

 

NAME OF LENDER

    APPLICABLE
PERCENTAGE		     MAXIMUM
CREDIT
AMOUNT		      ELECTED
COMMITMENT		  

JPMorgan Chase Bank, N.A.

      9.294117647059 %    $ 139,411,764.71      $ 79,000,000.00  

Bank of America, N.A.

      8.705882352941 %    $ 130,588,235.29      $ 74,000,000.00  

Capital One, National Association

      8.705882352941 %    $ 130,588,235.29      $ 74,000,000.00  

Canadian Imperial Bank of Commerce, New York Branch

      8.705882352941 %    $ 130,588,235.29      $ 74,000,000.00  

Citibank, N.A.

      8.705882352941 %    $ 130,588,235.29      $ 74,000,000.00  

KeyBank National Association

      8.705882352941 %    $ 130,588,235.29      $ 74,000,000.00  

Mizuho Bank, Ltd.

      8.705882352941 %    $ 130,588,235.29      $ 74,000,000.00  

Truist Bank

      8.705882352941 %    $ 130,588,235.29      $ 74,000,000.00  

Royal Bank of Canada

      8.000000000000 %    $ 120,000,000.00      $ 68,000,000.00  

Barclays Bank PLC

      5.882352941176 %    $ 88,235,294.12      $ 50,000,000.00  

Goldman Sachs Bank USA

      4.117647058824 %    $ 61,764,705.89      $ 35,000,000.00  

Texas Capital Bank

      4.117647058824 %    $ 61,764,705.89      $ 35,000,000.00  

First Horizon Bank

      4.117647058824 %    $ 61,764,705.89      $ 35,000,000.00  

Comerica Bank

      3.529411764706 %    $ 52,941,176.47      $ 30,000,000.00  
  

 

 

    

 

 

     

 

 

  

TOTAL

      100.000000000 %    $ 1,500,000,000.00      $ 850,000,000.00  
  

 

 

    

 

 

     

 

 

  

Exhibit 99.1

 

LOGO

SITIO ROYALTIES ANNOUNCES $500 MILLION OFFERING OF SENIOR NOTES

DENVER, Colorado—September 26, 2023—Sitio Royalties Corp. (NYSE: STR) (“Sitio” or the “Company”) today announced that its subsidiaries, Sitio Royalties Operating Partnership, LP (the “Partnership”) and Sitio Finance Corp. (the “Co-Issuer” and together with the Partnership, the “Issuers”), subject to market conditions, intend to offer and sell to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside of the United States pursuant to Regulation S under the Securities Act, $500 million in aggregate principal amount of senior unsecured notes due 2028 (the “Notes Offering”). The Issuers intend to use the net proceeds from the Notes Offering to (i) fund the redemption of all of the outstanding aggregate principal amount of the Partnership’s senior unsecured notes due 2026 (the “Existing 2026 Notes,” and such redemption, the “2026 Notes Redemption”), which is expected to occur concurrently with or shortly following the consummation of the Notes Offering, and (ii) repay a portion of the outstanding borrowings under the Partnership’s revolving credit facility.

The securities to be offered in the Notes Offering have not been and will not be registered under the Securities Act, or any state securities laws or the securities laws of any other jurisdiction, and unless so registered, the securities may not be offered or sold in the United States or for the benefit of U.S. persons except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities or blue sky laws. Accordingly, the securities to be offered are being offered only to persons reasonably believed to be “qualified institutional buyers” under Rule 144A under the Securities Act and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. This announcement shall not constitute an offer to sell or a solicitation of an offer to buy any of these securities, except as required by law. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation or sale would be unlawful. This press release does not constitute a notice of redemption for the Existing 2026 Notes.

About Sitio Royalties Corp.

Sitio is a shareholder returns-driven company focused on large-scale consolidation of high-quality oil & gas mineral and royalty interests across premium basins, with a diversified set of top-tier operators.

Forward-Looking Statements

Certain statements in this release are “forward-looking statements” for purposes of federal securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “seeks,” “possible,” “potential,” “predict,” “project,” “prospects,” “guidance,” “outlook,” “should,” “would,” “will,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements include, but are not limited to, statements about the Company’s future plans, expectations, and objectives for the Company’s operations, including statements about strategy, synergies and future operations, financial position, the Notes Offering and the use of proceeds therefrom, including the 2026 Notes Redemption. While forward-looking statements are based on assumptions and analyses made by us that we believe to be reasonable under the circumstances, whether actual results and developments will meet our expectations and predictions depend on a number of risks and uncertainties that could cause our actual results, performance, and financial condition to differ materially from our expectations and predictions. See Part I, Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 8, 2023, and its subsequent Quarterly Reports on Form 10-Q, under the caption “Risk Factors,” as may be updated from time to time in Sitio’s periodic filings with the SEC, for a discussion of risk factors that affect Sitio’s business. Any forward-looking statement made in this release speaks only as of the date on which it is made. Factors or events that could cause actual results to differ may emerge from time to time, and it is not possible to predict all of them. Sitio undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future development, or otherwise, except as may be required by law.

IR contact:

Ross Wong

(720) 640–7647

IR@sitio.com

Exhibit 99.2

Amendment to Our Revolving Credit Facility

On September 22, 2023, we entered into the first amendment (the “First Amendment”) to the Third Amended and Restated Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Sitio Revolving Credit Facility”). The First Amendment, amongst other things, (i) increases our borrowing base and lender commitment to $850.0 million and (ii) provides for the issuance of the notes in the announced offering without resulting in a borrowing base reduction.

* * *

As of June 30, 2023, Sitio’s ratio of net debt to Pro Forma Adjusted EBITDA for the last twelve months, as adjusted to give effect to the consummation of those certain 2023 Acquisitions that occurred after June 30, 2023, was 1.61x.

* * *

We define Pro Forma Adjusted EBITDA as Adjusted EBITDA plus 2023 Acquisitions EBITDA and Brigham Merger EBITDA.

The following table presents a reconciliation of Adjusted EBITDA and Pro Forma Adjusted EBITDA to the most directly comparable GAAP financial measure for the period indicated (in thousands).

 

     Three Months
Ended
June 30, 2023		      Last Twelve
Months Ended
June 30, 2023		  
               
     (in thousands)  

Net income (loss)

    $ (2,973 )     $ 118,342  

Interest expense, net

      23,159        77,751  

Income tax expense (benefit)

      (683 )       9,537  

Depreciation, depletion and amortization

      74,239        211,216  

Impairment of oil and natural gas properties

      25,617        25,617  
  

 

 

     

 

 

  

EBITDA

    $ 119,359      $ 442,463  
  

 

 

     

 

 

  

Non-cash share-based compensation expense

      5,422        18,378  

Losses (gains) on unsettled derivative instruments

      1,140        (20,507 ) 

Change in fair value of warrant liability

      (584 )       (3,298 ) 

Loss on debt extinguishment

      —         12,270  

Merger-related transaction costs

      1,814        16,114  

Write off of financing costs

      —         1,180  
  

 

 

     

 

 

  

Adjusted EBITDA

    $ 127,151      $ 466,600  
  

 

 

     

 

 

  

Brigham Merger EBITDA: June 30, 2022 to December 28, 2022

      —         158,495  

2023 Acquisitions EBITDA (1)

    $ 6,733      $ 35,080  
  

 

 

     

 

 

  

Pro Forma Adjusted EBITDA

    $ 133,884      $ 660,175  
  

 

 

     

 

 

  

 

(1)

Does not include $0.6 million of 2023 Acquisitions EBITDA related to the transaction which closed on June 13, 2023, and therefore, was reflected in Adjusted EBITDA for the period from June 13, 2023 to June 30, 2023.

* * *

We define Pro Forma Discretionary Cash Flow as Discretionary Cash Flow plus 2023 Acquisitions Discretionary Cash Flow from April 1, 2023 to June 30, 2023.

The following table presents a reconciliation of Discretionary Cash Flow and Pro Forma Discretionary Cash Flow to the most directly comparable GAAP financial measure for the period indicated (in thousands).

     Three Months
Ended June 30, 2023		  

Cash flow from operations

    $ 103,852  

Interest expense, net

      23,159  

Income tax expense (benefit)

      (683 ) 

Deferred tax expense

      10,172  

Changes in operating assets and liabilities

      (9,715 ) 

Management fees to affiliates

      —   

Amortization of deferred financing costs and long-term debt discount

      (1,448 ) 

Merger-related transaction costs

      1,814  
  

 

 

  

Adjusted EBITDA

    $ 127,151  
  

 

 

  

Less:

   

Cash interest expense

      24,040  

Cash taxes

      8,261  
  

 

 

  

Discretionary Cash Flow

    $ 94,850  
  

 

 

  

2023 Acquisitions Discretionary Cash Flow: April 1 to June 30, 2023(1)

    $ 6,733  

Pro Forma Discretionary Cash Flow

    $ 101,583  
  

 

 

  

 

(1)

Does not include $0.6 million of 2023 Acquisitions Discretionary Cash Flow related to the transaction which closed on June 13, 2023, and therefore, was reflected in Discretionary Cash Flow for the period from June 13, 2023 to June 30, 2023.

* * *

We define Unlevered Free Cash Flow as revenue less production taxes and Cash G&A.

We define Pro Forma Unlevered Free Cash Flow as Unlevered Free Cash Flow plus 2023 Acquisitions Unlevered Free Cash Flow from April 1, 2023 to June 30, 2023.

The following table presents a reconciliation of Unlevered Free Cash Flow and Pro Forma Unlevered Free Cash Flow to the most directly comparable GAAP financial measure for the period indicated (in thousands).

 

     Three Months
Ended June 30, 2023		  

Revenue

    $ 136,466  

Less:

   

Production taxes

      10,344  

Cash G&A

      6,695  
  

 

 

  

Unlevered Free Cash Flow

    $ 119,427  
  

 

 

  

2023 Acquisitions Unlevered Free Cash Flow: April 1 to June 30, 2023(1)

    $ 6,733  
  

 

 

  

Pro Forma Unlevered Free Cash Flow

    $ 126,160  
  

 

 

  

 

(1)

Does not include $0.6 million of 2023 Acquisitions Unlevered Free Cash Flow related to the transaction which closed on June 13, 2023, and therefore, was reflected in Unlevered Free Cash Flow for the period from June 13, 2023 to June 30, 2023.

* * *

As of September 25, 2023, we had $599.0 million of borrowings outstanding under the Sitio Revolving Credit Facility and $0.4 million of cash and cash equivalents.