Exhibit A
JOINT FILING AGREEMENT
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Viper Energy Partners LP, a Delaware limited partnership, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 12th day of October, 2021.
Swallowtail Royalties LLC | ||
By: | /s/ Jay Still | |
Name: Jay Still | ||
Title: Chief Executive Officer | ||
Guidon Energy Holdings LP | ||
By: Guidon Energy Holdings GP LLC | ||
By: | /s/ Jay Still | |
Name: Jay Still | ||
Title: President and Chief Executive Officer | ||
Guidon Energy Holdings GP LLC | ||
By: | /s/ Jay Still | |
Name: Jay Still | ||
Title: President and Chief Executive Officer | ||
Swallowtail Royalties II LLC | ||
By: | /s/ Jay Still | |
Name: Jay Still | ||
Title: Chief Executive Officer | ||
Swallowtail Royalties Holdings LLC | ||
By: | /s/ Jay Still | |
Name: Jay Still | ||
Title: Chief Executive Officer | ||
BX Swallowtail Royalties Holding LLC | ||
By: | /s/ Angelo Acconcia | |
Name: Angelo Acconcia | ||
Title: President | ||
BX Guidon Topco LLC | ||
By: | /s/ Angelo Acconcia | |
Name: Angelo Acconcia | ||
Title: President | ||
Blackstone Management Associates VI L.L.C. | ||
By: BMA VI L.L.C., its sole member | ||
By: | /s/ Tabea Hsi | |
Name: Tabea Hsi | ||
Title: Authorized Signatory |
Blackstone Energy Management Associates II L.L.C. | ||
By: Blackstone EMA II L.L.C., its sole member | ||
By: | /s/ Tabea Hsi | |
Name: Tabea Hsi | ||
Title: Authorized Signatory | ||
BMA VI L.L.C. | ||
By: | /s/ Tabea Hsi | |
Name: Tabea Hsi | ||
Title: Authorized Signatory | ||
Blackstone EMA II L.L.C. | ||
By: | /s/ Tabea Hsi | |
Name: Tabea Hsi | ||
Title: Authorized Signatory | ||
Blackstone Holdings III L.P. | ||
By: Blackstone Holdings III GP L.P., its general partner By: Blackstone Holdings III GP Management L.L.C., its general partner | ||
By: | /s/ Tabea Hsi | |
Name: Tabea Hsi | ||
Title: Senior Managing Director | ||
Blackstone Holdings III GP L.P. | ||
By: Blackstone Holdings III GP Management L.L.C., its general partner | ||
By: | /s/ Tabea Hsi | |
Name: Tabea Hsi | ||
Title: Senior Managing Director | ||
Blackstone Holdings III GP Management L.L.C. | ||
By: | /s/ Tabea Hsi | |
Name: Tabea Hsi | ||
Title: Senior Managing Director | ||
Blackstone Inc. | ||
By: | /s/ Tabea Hsi | |
Name: Tabea Hsi | ||
Title: Senior Managing Director | ||
Blackstone Group Management L.L.C. | ||
By: | /s/ Tabea Hsi | |
Name: Tabea Hsi | ||
Title: Senior Managing Director | ||
Stephen A. Schwarzman | ||
By: | /s/ Stephen A. Schwarzman | |
Name: Stephen A. Schwarzman |
SCHEDULE I
Executive Officers and Directors of Blackstone Inc.
The name and principal occupation of each director and executive officer of Blackstone Inc. are set forth below. The address for each person listed below is c/o Blackstone Inc., 345 Park Avenue, New York, New York 10154. All executive officers and directors listed are United States citizens other than The Honourable Brian Mulroney, who is a citizen of Canada, and Sir John Antony Hood, who is a citizen of New Zealand.
OFFICERS:
Name | Present Principal Occupation or Employment | |
Stephen A. Schwarzman | Founder, Chairman and Chief Executive Officer of Blackstone Inc. | |
Jonathan D. Gray | President, Chief Operating Officer of Blackstone Inc. | |
Hamilton E. James | Executive Vice Chairman of Blackstone Inc. | |
Michael S. Chae | Chief Financial Officer of Blackstone Inc. | |
John G. Finley | Chief Legal Officer of Blackstone Inc. |
DIRECTORS:
Name | Present Principal Occupation or Employment | |
Stephen A. Schwarzman | Founder, Chairman and Chief Executive Officer of Blackstone Inc. | |
Jonathan D. Gray | President, Chief Operating Officer of Blackstone Inc. | |
Hamilton E. James | Executive Vice Chairman of Blackstone Inc. | |
Kelly A. Ayotte | Former United States Senator from New Hampshire | |
Joseph P. Baratta | Global Head of Private Equity at Blackstone Inc. | |
James W. Breyer | Founder and Chief Executive Officer of Breyer Capital | |
Reginald J. Brown | Partner for the law firm, Kirkland & Ellis | |
Sir John Antony Hood | Former President and Chief Executive Officer of the Robertson Foundation and Former Chair of the Rhodes Trust | |
Rochelle B. Lazarus | Chairman Emeritus & Former Chief Executive Officer, Ogilvy & Mather Worldwide | |
Jay O. Light | Dean Emeritus, Harvard Business School | |
The Right Honourable Brian Mulroney | Senior Partner for the Montreal law firm, Norton Rose Fulbright Canada LLP | |
William G. Parrett | Retired CEO and Senior Partner, Deloitte (Deloitte Touche Tohmatsu) | |
Ruth Porat | Chief Financial Officer of Alphabet Inc. and Google Inc. |
Except as set forth in this Schedule 13D, to the best knowledge of the Reporting Persons, none of the individuals listed above beneficially owns any Common Units.