Exhibit 99.1
Name and Address of Reporting Person: Robert M. Roosa
5914 W. Courtyard Drive
Suite 200
Austin, TX 78730
Issuer Name and Ticker or Trading Symbol: Brigham Minerals, Inc. [MNRL]
Date of Earliest Transaction Required December 29, 2022
to be Reported (Month/Day/Year):
Explanation of Responses
1. On December 29, 2022 (the "Closing Date"), pursuant to the Agreement
and Plan of Merger, dated as of September 6, 2022 (as amended from time
to time, the "Merger Agreement"), by and among the Issuer, Brigham
Minerals Holdings, LLC ("Opco LLC"), STR Sub Inc. (f/k/a Sitio
Royalties Corp., "Old Sitio"), Sitio Royalties Operating Partnership,
LP ("Opco LP"), Sitio Royalties Corp. (f/k/a Snapper Merger Sub I,
Inc., "New Sitio"), Snapper Merger Sub IV, Inc. ("Brigham Merger Sub"),
Snapper Merger Sub V, Inc. ("Sitio Merger Sub") and Snapper Merger Sub
II, LLC, New Sitio acquired the Issuer in an all-stock transaction
through: (i) the merger of Brigham Merger Sub with and into the Issuer
(the "Brigham Merger"), with the Issuer surviving as a wholly owned
subsidiary of New Sitio, (ii) the merger of Sitio Merger Sub with and
into Old Sitio (the "Sitio Merger"), with Old Sitio surviving as a
wholly owned subsidiary of New Sitio, and (iii) the merger of Opco
Merger Sub LLC with and into Opco LLC (the "Opco Merger," and, together
with the Brigham Merger and the Sitio Merger, the "Mergers"), with Opco
LLC surviving as a wholly owned subsidiary of Opco LP, in each case on
the terms set forth in the Merger Agreement.
2. Pursuant to the Merger Agreement, immediately prior to the effective
time of the Brigham Merger (the "First Effective Time"), each
outstanding award of performance-based restricted stock units of the
Issuer granted prior to January 1, 2022 (each, a "Pre-2022 PSU Award")
pursuant to the Issuer's 2019 Long Term Incentive Plan (as amended from
time to time, the "2019 Plan") vested based on the actual level of
achievement as of the performance period ending immediately prior to
the First Effective Time. Each vested share relating to a Pre-2022 PSU
Award was treated as a share of Class A common stock, par value $0.01
per share, of the Issuer (the "Class A Common Stock") for purposes of
the Merger Agreement, which means that such vested share was converted
into the right to receive 1.133 shares of Class A common stock, par
value $0.0001 per share, of New Sitio (the "New Sitio Class A Common
Stock"). On December 28, 2022 (the day prior to the Closing Date), the
closing price of one share of the Issuer's Class A Common Stock was
$32.50.
3. Pursuant to the Merger Agreement, immediately prior to the First
Effective Time, each outstanding award of performance-based restricted
stock units of the Issuer granted on or after January 1, 2022 (each, a
"2022 PSU Award") pursuant to the 2019 Plan was converted into an award
(the "Converted PSU Awards"), on the same terms and conditions (other
than the performance-based vesting conditions) applicable to such 2022
PSU Award immediately prior to the First Effective Time, that relates
to a number of shares of New Sitio Class A Common Stock equal to the
product of (i) the number of shares of the Issuer's Class A Common
Stock subject to such award as of immediately prior to the First
Effective Time (with any performance conditions deemed achieved at the
level determined based on actual performance as of immediately prior to
the First Effective Time, which was equal to 200% of target) and (ii)
1.133. Pursuant to the terms of the Converted PSU Awards, if the
Reporting Person incurs a qualifying termination of employment on or
after the Closing Date, the Converted PSU Awards will accelerate and
vest in full on the applicable termination date. The Reporting Person
was terminated without cause by New Sitio on the Closing Date. On
December 28, 2022 (the day prior to the Closing Date), the closing
price of one share of the Issuer's Class A Common Stock was $32.50.
4. Pursuant to the Merger Agreement, each outstanding award of time-based
restricted stock units (each, an "RSU Award") of the Issuer (i) granted
prior to January 1, 2022 (the "Pre-2022 RSU Awards"), each of which
vested in full immediately prior to the First Effective Time and the
shares subject to such RSU Awards were treated as shares of the
Issuer's Class A Common Stock for purposes of the Merger Agreement
(which means that such shares were converted into the right to receive
1.133 shares of New Sitio Class A Common Stock) and (ii) each RSU Award
granted on or after January 1, 2022, each of which was converted into
an award (the "Converted RSU Awards"), on the same terms as conditions
applicable to such RSU Award immediately prior to the First Effective
Time, that relates to a number of shares of New Sitio Class A Common
Stock equal to the product of (x) the number of shares of the Issuer's
Class A Common Stock subject to such award as of immediately prior to
the First Effective Time and (y) 1.133. Pursuant to the terms of the
Converted RSU Awards, if the Reporting Person incurs a qualifying
termination of employment on or after the Closing Date, the Converted
RSU Awards will accelerate and vest in full on the applicable
termination date. The Reporting Person was terminated without cause by
New Sitio on the Closing Date.
5. On December 29, 2022, in accordance with the terms of the Company's
2022 Short Term Incentive Program (the "STIP"), 24,692 shares of the
Issuer's Class A Common Stock were delivered to the Reporting Person in
satisfaction of the Reporting Person's award under the STIP, which
award was settled based on 150% of the Reporting Person's target
opportunity under the STIP.
6. The total reported includes all shares of the Issuer's Class A Common
Stock (including shares delivered in respect of the STIP), all Pre-2022
PSU Awards, all Converted PSU Awards, all Pre-2022 RSU Awards and all
Converted RSU Awards held by the Reporting Person.
7. Represents shares withheld by the Issuer to satisfy tax withholding
obligations of the Reporting Person that arose in connection with the
vesting and settlement of the Reporting Person's Pre-2022 PSU Awards,
Converted PSU Awards, Pre-2022 RSU Awards, Converted RSU Awards and
STIP payment.
8. Pursuant to the Merger Agreement, at the First Effective Time, each
share of the Issuer's Class A Common Stock, issued and outstanding
immediately prior to the First Effective Time was converted into the
right to receive 1.133 fully-paid and nonassessable shares of New Sitio
Class A Common Stock. On December 28, 2022 (the day prior to the
Closing Date), the closing price of one share of the Issuer's Class A
Common Stock was $32.50.
9. Pursuant to the Merger Agreement, at the First Effective Time, each
share of Class B common stock, par value $0.01 per share, of the Issuer
issued and outstanding immediately prior to the First Effective Time
was converted into the right to receive 1.133 fully-paid and
nonassessable shares of Class C common stock, par value $0.0001 per
share, of New Sitio.
10. Represents units of Opco LLC, of which the Issuer is the managing
member. Subject to the terms of the limited liability company agreement
of Opco LLC, such units (together with a corresponding number of shares
of Class B common stock) are exchangeable from time to time for shares
of the Issuer's Class A Common Stock.
11. These securities are held by RSR Resources & Minerals Vested, LLC, of
which the Reporting Person is the manager.
12. These securities are held by RSR Resources & Minerals Unvested, LLC, of
which the Reporting Person is the manager.
13. Pursuant to the Merger Agreement, at the effective time of the Opco
Merger (the "Second Effective Time"), each unit of Opco LLC, of which
the Issuer is the managing member, issued and outstanding immediately
prior to the Second Effective Time was converted into the right to
receive 1.133 units of Opco LP.
