SCHEDULE: Oaktree Affiliates Exit Sitio Royalties Stake

Sentiment:

Beneficial Ownership Update


Oaktree Capital affiliates have fully divested their equity holdings in Sitio Royalties Corp. following the consummation of a merger agreement.

Summary

  • This Amendment No. 3 to Schedule 13D serves as an exit filing for the reporting persons, amending and supplementing previous filings from March 13, 2023, June 23, 2023, and June 4, 2025.
  • The reporting persons, including Source Energy Permian II, LLC, Sierra Energy Royalties, LLC, Source Energy Partners, LLC, OCM FIE, LLC, Oaktree Capital Management LP, Oaktree Capital Holdings, LLC, and Oaktree Capital Group Holdings GP, LLC (collectively, the "Oaktree Reporting Persons"), have disposed of all their equity securities in Sitio Royalties Corp.
  • The disposition occurred on August 19, 2025, which was the closing date of the merger transactions contemplated by an Agreement and Plan of Merger dated June 2, 2025.
  • The merger involved Sitio Royalties Corp., Sitio Royalties Operating Partnership, LP, Viper Energy, Inc., Viper Energy Partners LLC, New Cobra Pubco, Inc., Cobra Merger Sub, Inc., and Scorpion Merger Sub, Inc.
  • As a result of these transactions, the reporting persons ceased to beneficially own 5% or more of Sitio Royalties Corp.'s Class A Common Stock, with their aggregate beneficial ownership now at 0.00 shares, representing 0% of the class.

Sentiment

Score: 5

Explanation: The filing is a factual report of a completed transaction (disposition of shares due to a merger) and does not contain information that would inherently indicate positive or negative sentiment regarding the issuer's performance or outlook from the perspective of the reporting persons' investment.

Positives

  • The reporting persons successfully completed the disposition of their equity securities in Sitio Royalties Corp. as part of a merger transaction.

Future Outlook

The filing does not provide any forward-looking statements or guidance regarding Sitio Royalties Corp.'s future operations or financial performance, as it pertains solely to the reporting persons' exit from their investment.

Industry Context

This filing reflects a significant change in the ownership structure of Sitio Royalties Corp., an entity in the oil and gas royalties sector, following its merger with Viper Energy, Inc. Such consolidation activities are common in the energy industry, particularly within the mineral and royalty space, as companies seek to achieve scale, operational efficiencies, and optimize asset portfolios.

Stakeholder Impact

  • Shareholders of Sitio Royalties Corp. are directly impacted by the merger, which led to the disposition of shares by the reporting persons, potentially altering the company's ownership structure and strategic direction.

Next Steps

  • This Amendment No. 3 constitutes an exit filing for each of the Reporting Persons, indicating no further reporting obligations for these specific holdings.

Key Dates

DateDescription
2023-03-13Original Schedule 13D filing date.
2023-06-23Amendment No. 1 to Schedule 13D filed.
2025-06-02Date of the Agreement and Plan of Merger.
2025-06-04Amendment No. 2 to Schedule 13D filed.
2025-08-19Closing Date of the merger transactions and date reporting persons disposed of all equity securities.
2025-08-21Date of Joint Filing Agreement and signing date of this Amendment No. 3.

Keywords

Sitio Royalties Corp., Oaktree Capital Management, Schedule 13D, Beneficial Ownership, Merger Agreement, Oil and Gas Royalties, SEC Filing, Viper Energy, Divestment

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