SCHEDULE 13D/A: Oaktree-Led Entities Affirm Support for Sitio Royalties Corp. Merger with Viper Energy, Disclose Beneficial Ownership Update

An amended Schedule 13D filing reveals Oaktree-affiliated entities' continued significant beneficial ownership in Sitio Royalties Corp. and their commitment to vote in favor of the all-equity merger with Viper Energy, Inc., while also disclosing a past SEC settlement.

Summary

• This Amendment No. 2 to Schedule 13D updates the beneficial ownership of Sitio Royalties Corp. by various reporting persons, including Oaktree Capital Management L.P. and its affiliates.
• The filing reports that Oaktree Capital Management L.P., Oaktree Capital Holdings, LLC, and Oaktree Capital Group Holdings GP, LLC collectively beneficially own 15,454,041 shares of Class A Common Stock, representing 16.62% of the class.
• This percentage is calculated based on 77,517,671 Class A Shares outstanding as of May 2, 2025, plus 15,443,610 Class A Shares issuable upon conversion of Class C Shares and Sitio Opco Partnership Units beneficially owned by the Reporting Persons.
• The document discloses that Sitio Royalties Corp. and Sitio Royalties Operating Partnership, LP entered into an all-equity Merger Agreement with Viper Energy, Inc. and its subsidiaries on June 2, 2025, under which Viper will acquire Sitio.
• Concurrently, the Reporting Persons (Source Energy Leasehold LP, Source Energy Permian II, LLC, Permian Mineral Acquisitions, LP, and Sierra Energy Royalties, LLC) entered into a Voting and Support Agreement, committing to vote their shares in favor of the Mergers and not to transfer them during a specified Lock-Up Period.
• The Brookfield Reporting Persons (Brookfield Corporation, BAM Partners Trust, and Brookfield Asset Management ULC) have ceased to be beneficial owners of more than five percent and are no longer acting together with the Oaktree Reporting Persons.
• OCM LP, one of the Oaktree Reporting Persons, settled an SEC investigation on September 25, 2024, agreeing to cease and desist from certain violations and pay a $375,000 penalty related to reporting beneficial ownership.

Sentiment

Score: 7

Explanation: The primary news is the strong support from significant shareholders for a strategic merger, which is generally positive for deal certainty and the company's future direction. However, this is slightly tempered by the disclosure of a past regulatory penalty for one of the reporting entities.

Positives

• The Voting and Support Agreement from significant shareholders, including Oaktree-affiliated entities, increases the certainty and likelihood of the proposed all-equity merger between Sitio Royalties Corp. and Viper Energy, Inc. proceeding.
• The merger represents a strategic consolidation in the energy royalty sector, potentially leading to synergies and increased scale for the combined entity.

Negatives

• OCM LP, a key reporting person, settled an SEC investigation on September 25, 2024, for violations related to beneficial ownership reporting, resulting in a $375,000 penalty and a cease-and-desist order.

Future Outlook

The document outlines the definitive steps towards the acquisition of Sitio Royalties Corp. by Viper Energy, Inc. through an all-equity merger. The Voting and Support Agreement indicates a high likelihood of shareholder approval from key beneficial owners, paving the way for the completion of the Mergers.

Industry Context

This all-equity merger between Sitio Royalties Corp. and Viper Energy, Inc. reflects a continuing trend of consolidation within the U.S. oil and gas royalty and mineral sector. Such mergers aim to achieve greater scale, operational efficiencies, and potentially enhanced shareholder value in a dynamic energy market.

Legal Proceedings

• On September 25, 2024, OCM LP, an Oaktree Reporting Person, settled an SEC investigation regarding Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and related rules. OCM LP agreed to cease and desist from committing or causing any violations and any future violations and paid a $375,000 penalty without admitting or denying the SEC's findings.

Stakeholder Impact

• Shareholders of Sitio Royalties Corp. will be impacted by the all-equity merger, converting their shares into shares of the new parent company (New Cobra Pubco, Inc.).
• The Oaktree Reporting Persons, as significant beneficial owners, are committing their voting power to support the merger, which directly impacts the likelihood of the transaction's success.

Next Steps

• Completion of the Mergers between Sitio Royalties Corp. and Viper Energy, Inc. as per the Agreement and Plan of Merger.
• Voting by shareholders on matters related to the Mergers, with key reporting persons committed to voting in favor.

Key Dates

Keywords

Sitio Royalties Corp., Viper Energy Inc., Merger Agreement, SEC Filing, Schedule 13D, Beneficial Ownership, Oaktree Capital Management, Voting and Support Agreement, Class A Common Stock, Class C Common Stock, Sitio Opco Partnership Units, Energy Royalties, Oil and Gas, Corporate Acquisition, Regulatory Compliance