DEFM14C: Viper Energy and Sitio Royalties Announce All-Equity Merger to Create Permian Basin Powerhouse

Sentiment:

Merger Announcement 18 July 2025 8:29 PM

Viper Energy and Sitio Royalties have entered into an all-equity merger agreement, forming a new holding company, New Viper, to enhance scale, financial strength, and shareholder returns in the Permian Basin.

Delay expectedThe completion of the Mergers is subject to the expiration or termination of the applicable waiting period under the HSR Act.The Mergers are subject to the absence of any governmental order, decree, ruling, injunction, or other action that permanently restrains, enjoins, or prohibits their consummation.The Mergers may be delayed if the Registration Statement on Form S-4 is not declared effective by the SEC or is subject to a stop order.Litigation filed in connection with the Mergers could prevent or delay their consummation.The End Date for the completion of the Mergers is June 2, 2026, and failure to meet this date could lead to termination.

Capital raiseNew Viper will rely primarily upon external financing sources, including commercial bank borrowings and the issuance of debt and equity securities, to fund its acquisitions and growth capital expenditures.Certain debt of Viper and Sitio is expected to be refinanced in connection with the proposed transaction, including Sitio's revolving credit facility, Sitio's senior notes due 2028, and Viper's senior notes due 2027 and 2031.There is no guarantee that Viper and Sitio will be able to refinance such debt on favorable terms or at all, which could result in New Viper having more expensive and onerous debt.

Better than expectedThe merger is expected to be financially accretive and increase cash available for distributions immediately upon Closing.Viper's dividend breakeven is expected to reduce by approximately $2 per barrel to less than $20 WTI.The merger is expected to result in an excess of $50 million of synergies annually, primarily attributable to general and administrative expenses and cost-of-capital savings.The merger is expected to improve Viper's access to capital by maintaining its investment-grade status while facilitating a near-term net debt target of $1.5 billion.

Summary

Viper Energy, Inc. and Sitio Royalties Corp. will combine in an all-equity transaction, with both companies becoming wholly-owned subsidiaries of a new holding company, New Cobra Pubco, Inc., which will be renamed Viper Energy, Inc.
Sitio Class A Common Stock holders will receive 0.4855 shares of New Viper Class A Common Stock for each share held, while Sitio Class C Common Stock will be canceled without consideration.
Sitio Opco Unit holders will receive 0.4855 Viper Opco Units and 0.4855 shares of New Viper Class B Common Stock for each unit.
Viper Class A and Class B Common Stock holders will convert their shares into an equal number of New Viper Class A and Class B Common Stock, respectively.
Existing Viper stockholders are expected to own approximately 80% of the outstanding shares of New Viper, and Sitio stockholders are expected to own approximately 20% after the mergers.
The boards of directors of both Viper and Sitio unanimously approved the merger agreement, recommending it as fair and in the best interests of their respective stockholders.
Diamondback Energy, Inc., holding approximately 53.7% of Viper's voting power, has already executed a written consent approving the merger, eliminating the need for further Viper stockholder action.
Sitio stockholders collectively holding approximately 48% of the combined voting power have entered into support agreements to approve the transactions.
The merger is expected to close in the third quarter of 2025, subject to customary closing conditions including regulatory approvals and Sitio stockholder approval.
New Viper Class A Common Stock is expected to be listed for trading on the Nasdaq Stock Market under the symbol VNOM.

Sentiment

Score: 8

Explanation: The document presents the merger as highly strategic and beneficial for both companies, emphasizing significant financial accretion, synergy realization, and enhanced market position. While standard risks are disclosed, the overall tone and detailed rationale from both boards and financial advisors are strongly positive regarding the transaction's expected outcomes.

Positives

The merger is expected to provide significant scale, enhancing the ability to grow, improving access to capital, and reducing volatility caused by asset concentration.
The transaction is anticipated to be financially accretive and increase cash available for distributions to New Viper Class A Common Stock holders immediately upon closing.
Viper's dividend breakeven is expected to reduce by approximately $2 per barrel to less than $20 WTI, allowing for an increased base dividend of $1.32 per share (representing 45% of cash available for distribution at $50 WTI).
Annual synergies exceeding $50 million are expected, primarily from general and administrative expenses and cost-of-capital savings.
The combined company is expected to improve access to capital, maintain an investment-grade status, and facilitate a near-term net debt target of $1.5 billion.
Diamondback's continuing relationship and significant ownership (approximately 41% of New Viper) are expected to drive meaningful long-term oil production growth.
The increased public float of the combined company is expected to widen the viable universe of potential investors and enhance trading liquidity.
The high-quality nature of Sitio's assets, particularly in the Permian Basin, is expected to add value to Viper's stockholders.
The merger agreement includes provisions that allow Sitio to respond to unsolicited competing proposals and terminate the agreement to accept a superior proposal, with a reduced termination fee of $44.8 million (1.5% of equity value) if exercised within 45 days of signing for certain qualifying offers.

Negatives

The fixed exchange ratio means the value of New Viper shares is uncertain and will not be adjusted for changes in either Viper's or Sitio's stock prices, exposing Sitio stockholders to market fluctuations.
Both Viper and Sitio stockholders will have a reduced percentage ownership in the new combined entity, New Viper.
Restrictions on business conduct during the merger's pendency may prevent both companies from pursuing otherwise beneficial opportunities or making appropriate changes.
The success of the merger depends on the ability to attract, motivate, and retain key employees and service providers, which could be challenging and diminish anticipated benefits.
The unaudited pro forma financial information is preliminary, and actual financial position and results of operations post-merger may differ materially from these estimates.
New Viper will operate as a holding company, dependent on distributions from Viper Opco to cover expenses and pay dividends, which could be limited by financing arrangements or applicable law.
The dividend policy of New Viper may limit its ability to grow and make acquisitions, relying heavily on external financing.
New Viper's anticipated debt may adversely affect its financial condition and limit its ability to pursue other business opportunities, with no guarantee of favorable refinancing terms.
Sales or perceived sales of a substantial number of New Viper Class A Common Stock by major stockholders (Sitio Supporting Stockholders and Diamondback post-lockup) could cause the stock price to decline due to market overhang.

Risks

The value of New Viper shares is uncertain due to the fixed exchange ratio, which will not be adjusted for changes in either Viper's or Sitio's stock prices.
Viper and Sitio stockholders will each have reduced ownership over New Viper.
Until the completion of the Mergers or the termination of the Merger Agreement, Viper and Sitio are each prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial.
There are a number of required approvals and other closing conditions, including regulatory approval, which may prevent or delay completion of the Mergers.
The Mergers, including uncertainty regarding the Mergers, may cause third parties to delay or defer decisions concerning Viper and Sitio and could adversely affect each company's ability to effectively manage their respective businesses.
Failure to attract, motivate, and retain executives and other key employees or service providers could diminish the anticipated benefits of the Mergers.
The Merger Agreement may be terminated in accordance with its terms, and the Mergers may not be consummated, leading to negative impacts on both companies.
The directors and executive officers of Viper and Sitio may have interests and arrangements that may be different from, or in addition to, those of general stockholders.
Viper or Sitio may waive one or more of the closing conditions without re-soliciting stockholder approval.
The Merger Agreement contains provisions that could discourage a potential competing acquirer that might be willing to pay more to acquire or merge with Sitio.
Viper and Sitio will incur significant transaction and merger-related costs.
The New Viper Common Stock to be received by Sitio stockholders will have rights different from the Sitio Common Stock.
Litigation filed in connection with the Mergers could prevent or delay the consummation of the Mergers or result in the payment of damages.
The Internal Revenue Service (IRS) may successfully challenge the intended tax treatment of the Pubco Mergers, in which case the Pubco Mergers could be taxable to the stockholders.
The financial forecasts are based on various assumptions that may not be realized, leading to actual results differing materially.
The opinions of financial advisors will not reflect changes in circumstances between the signing of the Merger Agreement and the completion of the Mergers.
Holders of Sitio Class A Common Stock and Viper Class A Common Stock are not entitled to appraisal rights in connection with the Mergers.
Completion of the Mergers may trigger change in control or other provisions in certain agreements to which Sitio or its subsidiaries are a party.
New Viper will be a holding company, dependent upon distributions from Viper Opco to pay taxes, cover expenses, and pay dividends.
The market price for New Viper Common Stock following the completion of the Mergers may be affected by factors different from those historically affecting Viper or Sitio.
Third parties may terminate or alter existing contracts or relationships with Viper or Sitio.
Coordinating the businesses of Viper and Sitio may be more difficult, costly, or time-consuming than expected, potentially failing to realize anticipated benefits.
Declaration, payment, and amounts of dividends, if any, to holders of New Viper Common Stock will be uncertain.
New Viper's anticipated debt may adversely affect its financial condition and limit its ability to obtain additional financing and pursue other business opportunities.
Sales or perceived sales of a substantial number of shares of New Viper Common Stock by the Sitio Supporting Stockholders or Diamondback may cause the price to decline.
The New Viper Charter will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions, which could limit stockholders' ability to obtain a favorable judicial forum.

Future Outlook

The combined company, New Viper, is expected to achieve future growth and generate additional returns for former Sitio stockholders, benefiting from Viper's relationship with Diamondback, increased scale, and a lower cost of capital. The merger is anticipated to support a durable production profile and free cash flow over the next decade, with potential for future drop-down transactions from Diamondback acquisitions. New Viper aims to maintain its investment-grade status and achieve a near-term net debt target of $1.5 billion, enhancing its ability to return capital to stockholders.

Management Comments

The Viper Board believes that, after a thorough review with its financial advisor and management, the Mergers are more favorable to Viper's stockholders than other available alternatives.
The Viper Board believes that scale is important in the oil-weighted mineral and royalty interests business, as it enhances the ability to grow, improves access to capital, and reduces volatility caused by asset concentration.
The Viper Board expects the Mergers to be financially accretive and increase cash available for distributions in respect of New Viper Class A Common Stock immediately upon Closing.
The Viper Board expects the Mergers to result in an excess of $50 million of synergies annually, primarily attributable to general and administrative expenses and cost-of-capital savings.
The Sitio Board determined that entering into the Merger Agreement with Viper provided the best alternative for maximizing stockholder value reasonably available to Sitio, including when compared to continuing to operate on a standalone going concern basis, strategic combinations with other counterparties, and potential monetization opportunities.
Sitio management noted that market analysts and investors had assigned value to Viper due to Diamondback's relationship, providing comfort and certainty around drilling timelines and the ability to complete drop-down acquisitions.
Sitio management's primary recommendation to the Sitio Board was to pursue a strategic transaction with an E&P operator, given the continued competitive nature of the acquisition landscape in the mineral and royalty sector.

Industry Context

The merger reflects a broader industry trend towards consolidation and achieving greater scale in the oil and gas minerals and royalties sector. Both companies acknowledge the increasing importance of scale for investors, particularly for mid-cap companies struggling to gain attention. The transaction leverages Viper's established relationship with Diamondback Energy, a leading independent E&P operator in the Permian Basin, which is seen as a significant competitive advantage in securing organic growth and future drop-down acquisitions in a highly competitive acquisition landscape.

Comparison to Industry Standards

Moelis & Company LLC's analysis for Viper used a reference range for TEV / 2025E EBITDA multiples of 10.75x 12.25x and for 2026E EBITDA multiples of 9.25x 10.75x, noting Viper's implied trading multiple premium to selected companies (PrairieSky Royalty Ltd., Black Stone Minerals LP, Kimbell Royalty Partners LP, Freehold Royalties Ltd.) due to its growth profile and direct operator relationship.
Moelis's analysis for Sitio used a reference range for TEV / 2025E EBITDA multiples of 7.0x 9.5x and for 2026E EBITDA multiples of 7.0x 8.5x, informed by the trading multiples of selected companies (PrairieSky Royalty Ltd., Black Stone Minerals LP, Kimbell Royalty Partners LP, Freehold Royalties Ltd.) exhibiting similar expected growth profiles.
J.P. Morgan's Public Trading Multiples Analysis for Sitio derived an EV / 2026E EBITDA reference range of 7.75x to 9.75x, compared to a median of 7.8x for selected companies (PrairieSky Royalty Ltd., Black Stone Minerals, L.P., Freehold Royalties Ltd., Kimbell Royalty Partners, LP).
J.P. Morgan's Public Trading Multiples Analysis for Viper derived an EV / 2026E EBITDA reference range of 9.00x to 11.00x, compared to a median of 7.8x for the same selected companies, indicating a higher valuation for Viper.
The implied value of the merger consideration for Sitio Class A Common Stock on June 2, 2025, was $19.41, representing a 12.9% premium to Sitio's closing price on May 30, 2025, and a 10.6% premium based on the 30-day VWAP of Sitio Class A Common Stock.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Holding Company Structure	Viper and Sitio will become direct wholly-owned subsidiaries of New Viper, a new holding company, which will be renamed Viper Energy, Inc.	Upon completion of Mergers	Centralizes ownership under a new publicly traded entity, streamlining governance and potentially enhancing capital market access.
Board of Directors Composition	The New Viper Board will consist of the same directors as the Viper Board immediately prior to the merger. Sitio will not have direct board representation.	Upon completion of Mergers	Ensures continuity of Viper's existing leadership and strategic direction for the combined entity. Sitio stockholders will have no direct board representation.
Officer Appointments	The officers of Viper immediately prior to the merger will be appointed as officers holding the same offices of New Viper. So long as Diamondback Entities collectively own at least 25% of outstanding common stock, the New Viper Board will not appoint any person other than a Diamondback seconded employee as an executive officer unless approved by Diamondback or 80% of voting power.	Upon completion of Mergers	Maintains Viper's existing management team and operational control. Diamondback retains significant influence over executive appointments, reinforcing its strategic relationship.
Organizational Documents	New Viper's certificate of incorporation and bylaws will be amended and restated to be in the same form as Viper's existing documents, with minor revisions. This includes provisions for authorized capital stock, voting rights, dividends, liquidation, and anti-takeover measures.	Upon completion of Mergers	Establishes the governance framework for the combined company, largely mirroring Viper's existing structure, which may include provisions that could make hostile takeovers more difficult.
Exclusive Forum Provision	The New Viper Charter will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings initiated by stockholders.	Upon completion of Mergers	Could limit stockholders' ability to choose a judicial forum for disputes, potentially discouraging certain lawsuits against the company or its directors/officers.
Director Designation Rights (Diamondback)	Diamondback will retain the right to designate up to three directors to the New Viper Board as long as it owns at least 25% of the outstanding New Viper Common Stock.	Upon completion of Mergers	Provides Diamondback with continued significant influence over the board composition of the combined entity, aligning with its substantial ownership stake.

Legal Proceedings

Litigation filed in connection with the Mergers could prevent or delay the consummation of the Mergers or result in the payment of damages following completion of the Mergers.
The ultimate resolution of any such lawsuit cannot be predicted with certainty, and an adverse ruling may cause delays or additional costs.
The defense or settlement of any unresolved lawsuits at the time of consummation may adversely affect New Viper's business, financial condition, results of operations, and cash flows.

Related Party Transactions

Diamondback Energy, Inc. (Diamondback), which owned approximately 53.7% of Viper Common Stock as of the Merger Agreement date, is expected to own approximately 41% of New Viper Common Stock after Closing.
Diamondback currently operates approximately 59% of Viper's net royalty acreage and is expected to operate approximately 39% of New Viper's net royalty acreage after Closing.
The New Viper Charter will permit New Viper to enter into transactions with entities in which one or more of its officers or directors are financially or otherwise interested, so long as approved by the New Viper Board.
The New Viper Charter will permit certain of New Viper's stockholders, officers, and directors, including its non-employee directors, to conduct business that competes with New Viper and to make investments in any kind of property in which New Viper may make investments.
The New Viper Charter provides that if certain officers or directors become aware of a potential business opportunity (other than one expressly offered to them solely in their capacity as a director or officer of New Viper), they have no duty to communicate or offer that opportunity to New Viper and are permitted to offer it to other entities.

Stakeholder Impact

Shareholders (Viper & Sitio): Will become stockholders of New Viper, participating in a larger company with more assets, expected growth, improved access to capital, and enhanced liquidity. However, they will have reduced ownership percentages and face risks related to fixed exchange ratio, market fluctuations, and integration challenges.
Employees (Sitio): May experience uncertainty about their future roles. Retained Sitio employees will receive no less favorable base compensation and substantially comparable employee benefits and target incentive compensation opportunities for 12 months post-closing.
Customers & Suppliers: Existing business relationships may be delayed, deferred, changed, or canceled due to merger uncertainty, potentially affecting revenues or incurring liabilities.
Creditors: Existing debt of both companies is expected to be refinanced, but there's no guarantee of favorable terms, potentially leading to more expensive or onerous debt for New Viper.
Management (Viper): Viper's current management team and board will continue in their roles at New Viper, ensuring continuity and leadership of the combined entity.
Management (Sitio): Sitio's executive officers may have interests in the merger (e.g., accelerated equity vesting, severance payments) that differ from general stockholders, and may or may not be retained by New Viper.
Diamondback Energy, Inc.: Will maintain a significant ownership stake (approx. 41%) and influence over New Viper, continuing its strategic relationship and driving growth through its E&P operations.

Next Steps

Sitio stockholders will vote on the merger proposal and a non-binding advisory compensation proposal at a special meeting on August 18, 2025.
Viper and Sitio will coordinate on dividend declarations and payment dates to ensure no double or missed dividends for stockholders.
New Viper will assume the Viper Energy, Inc. 2024 Amended and Restated Long Term Incentive Plan.
New Viper will file a registration statement on Form S-8 for equity awards and maintain its effectiveness.
New Viper Class A Common Stock will be listed on the Nasdaq under the symbol VNOM.
Viper and Sitio securities will be delisted from Nasdaq and NYSE, respectively, and deregistered under the Exchange Act after the merger is completed.
Viper and New Viper will offer to enter into a registration rights agreement with Sitio Opco Unit holders prior to closing, enabling public resale of New Viper Class A Common Stock.

Key Dates

Date	Description
2016-11	Kimmeridge Mineral Fund, LP (Sitio's predecessor) was formed.
2021-10	KMF and related entities began operating as a single holding company under the Desert Peak name.
2022-06-07	Desert Peak completed a merger with Falcon Minerals Corporation, with the surviving entity continuing as Sitio Royalties Corp.
2022-07	Sitio completed acquisitions of over 19,700 net royalty acres from Foundation Minerals for approximately $323 million and over 12,200 net royalty acres from Momentum Minerals for approximately $224 million.
2022-12-29	Sitio completed an all-stock merger with Brigham Minerals, Inc.
2023-01-05	Mr. Conoscenti (Sitio CEO) and Mr. Vant Hof (then-Viper President) informally discussed a strategic transaction.
2023-02-21	Sitio management met with Viper management to further discussions.
2023-08-03	Sitio Board meeting with J.P. Morgan to review outlook for public minerals companies and M&A opportunities.
2023-10-05	Noam Lockshin (Sitio Chairman) met with Mr. Vant Hof (Viper) in New York City to discuss potential combination.
2023-11-17	Mr. Lockshin and Mr. Vant Hof agreed to put a non-disclosure agreement in place.
2023-12-11	The 2023 non-disclosure agreement between Sitio and Viper was executed.
2023-12-22	Sitio sold all of its mineral and royalty interests in the SCOOP and STACK plays in the Anadarko Basin and the Appalachian Basin.
2024-02-12	Diamondback publicly announced the execution of a definitive agreement to purchase Endeavor Energy Partners.
2024-03-06	Mr. Lockshin met virtually with executives at Company A to discuss a minerals dropdown vehicle.
2024-03-07	Mr. Conoscenti met with the Chief Executive Officer of Company B to discuss a potential business combination.
2024-05-22	Mr. Conoscenti spoke with additional members of Company B management.
2024-06-26	Sitio management held an offsite strategy session with the Sitio Board.
2024-08-28	Mr. Conoscenti and Sitio management met with a senior executive of Company A.
2024-09-10	Diamondback closed its acquisition of Endeavor.
2024-10-11	Mr. Conoscenti met with a senior executive of Company C to discuss a potential combination.
2024-11-04	Sitio Board held a regularly scheduled meeting, with representatives of J.P. Morgan and Kimmeridge in attendance.
2024-11-05	Sitio Board held a regularly scheduled meeting, with representatives of J.P. Morgan and Kimmeridge in attendance.
2024-12-05	Mr. Lockshin met with executives of Company D to discuss their minerals assets.
2025-01-30	Viper announced its entry into an agreement with Diamondback to purchase mineral and royalty interests acquired from Endeavor (Endeavor Drop Down).
2025-02-04	Mr. Conoscenti met with executives of Company D and Company E to discuss potential strategic combinations.
2025-02-20	Viper Board held a regularly scheduled meeting to review potential strategic transactions, including a potential acquisition of Sitio.
2025-02-21	The entire Sitio executive team held a kick-off call with J.P. Morgan regarding strategic minerals transactions.
2025-02-24	Sitio Board held its regularly scheduled meeting, including a session on strategic alternatives.
2025-02-25	Sitio Board held its regularly scheduled meeting, including a session on strategic alternatives.
2025-03-11	New non-disclosure agreement between Sitio and Viper became effective. Mr. Lockshin met with Company D.
2025-03-18	Mr. Conoscenti and Mr. Vant Hof discussed parameters of mutual due diligence.
2025-04-15	J.P. Morgan discussed with Company E executives regarding a potential strategic minerals combination.
2025-04-24	Mr. Conoscenti and Mr. Vant Hof discussed structuring points for a potential transaction.
2025-04-30	Mr. Conoscenti communicated to Mr. Vant Hof the expectation of a significant premium for Sitio.
2025-05-01	Viper announced the completion of the Endeavor Drop Down. Viper Board held a regularly scheduled meeting to evaluate Sitio acquisition.
2025-05-06	Sitio Board held a regularly scheduled meeting, receiving an update on strategic alternative discussions from J.P. Morgan.
2025-05-07	Mr. Lockshin met with representatives of a major investment bank regarding Company F.
2025-05-09	Mr. Lockshin met with a senior executive at Company F.
2025-05-12	Mr. Vant Hof orally delivered Viper's proposal to acquire Sitio at a mid-single digit premium (May 12 Proposal).
2025-05-13	Sitio Board convened a special meeting to discuss the May 12 Proposal.
2025-05-14	J.P. Morgan met with executives of Company C and Company D.
2025-05-15	Sitio Board reconvened to discuss potential response to May 12 Proposal.
2025-05-16	Mr. Conoscenti delivered Sitio's response (May 16 Letter) to Mr. Vant Hof. Mr. Lockshin met again with an executive of Company F.
2025-05-19	Company A's executive communicated disinterest in a transaction with Sitio to J.P. Morgan.
2025-05-20	J.P. Morgan communicated with Company I and Company H. Viper Board held a special meeting to review negotiations with Sitio.
2025-05-21	Mr. Vant Hof proposed a 19.5% ownership stake for Sitio stockholders (approx. 0.4700 exchange ratio). Sitio Board met to discuss this proposal.
2025-05-22	J.P. Morgan communicated with Company I regarding a potential strategic combination.
2025-05-27	Sitio Board held a follow-up meeting to discuss the May 21 Proposal.
2025-05-28	Mr. Vant Hof responded with Viper's best and final offer of a 20% ownership stake for Sitio stockholders (May 28 Proposal). Sitio Board convened a special meeting.
2025-05-29	J.P. Morgan met with Company C. Mr. Lockshin spoke with Mr. Vant Hof and Steven E. West. Sitio Board meeting. Mr. Lockshin informed Blackstone and Oaktree of the potential transaction.
2025-05-30	Vinson & Elkins sent a revised draft of the Merger Agreement to Wachtell Lipton.
2025-05-31	Viper and Sitio held a reciprocal due diligence call. Wachtell Lipton sent a revised draft of the Merger Agreement to Vinson & Elkins.
2025-06-01	Mr. Conoscenti and Mr. Vant Hof discussed termination fees. Vinson & Elkins delivered an updated draft of the Merger Agreement.
2025-06-02	Wachtell Lipton and Vinson & Elkins exchanged various drafts of the Merger Agreement. Sitio Board and Viper Board held special meetings and approved the merger. The Merger Agreement, Sitio Stockholder Support Agreements, and Diamondback Support Agreement were executed.
2025-06-03	Viper and Sitio issued a press release announcing the Transactions prior to market open.
2025-06-20	Viper and Sitio each filed a notification and report form under the HSR Act with the DOJ and the FTC.
2025-07-07	Record date for Sitio special meeting.
2025-07-15	Most recent practicable trading day prior to the date of the joint information statement/proxy statement/prospectus.
2025-07-18	Date of the joint information statement/proxy statement/prospectus, and first mailing date to Viper and Sitio stockholders.
2025-07-21	Expected expiration of the HSR waiting period (11:59 p.m., Eastern Time), unless early termination is granted, Viper withdraws and refiles, or a Second Request is issued.
2025-08-11	Deadline for Sitio stockholders to request documents from Sitio for timely delivery before the special meeting.
2025-08-15	Assumed closing date for purposes of quantifying potential executive compensation payments and benefits.
2025-08-17	Deadline for Internet/telephone proxy voting for Sitio stockholders (10:59 p.m. Central Time).
2025-08-18	Sitio special meeting date (10:00 a.m. Central Time).
2026-02-12	Latest date for stockholder notice of nomination or proposal for Sitio's 2026 annual meeting, assuming meeting is held on or about May 13, 2026.
2026-03-21	Latest date for stockholders to provide notice for soliciting proxies in support of director nominees other than Viper's nominees for Viper's 2026 annual meeting, if the merger is not completed.
2026-06-02	End Date for the completion of the Mergers.

Keywords

Merger, Acquisition, Oil and Gas, Mineral and Royalty Interests, Permian Basin, Viper Energy, Sitio Royalties, Diamondback Energy, All-Equity Transaction, SEC Filing, Corporate Governance, Risk Management, Strategic Business Analysis, Financial Reporting, Nasdaq, NYSE, HSR Act, Appraisal Rights, Synergies, Dividends, Debt Refinancing

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