Exhibit 99.1
Name and Address of Reporting Person: Andrew Dax McDavid
1401 Lawrence Street
Suite 1750
Denver, CO 80202
Issuer Name and Ticker or Trading Symbol: Sitio Royalties Corp. [STR]
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 Sitio Royalties Corp. (f/k/a
Snapper Merger Sub I, Inc., the "Issuer"), STR Sub Inc. (f/k/a Sitio
Royalties Corp., "Old Sitio"), Sitio Royalties Operating Partnership, LP
("Opco LP"), MNRL Sub Inc. (f/k/a Brigham Minerals, Inc., "MNRL"),
Brigham Minerals Holdings, LLC ("Opco LLC"), Snapper Merger Sub IV, Inc.
("MNRL Merger Sub"), Snapper Merger Sub V, Inc. ("Sitio Merger Sub") and
Snapper Merger Sub II, LLC, the Issuer acquired MNRL in an all-stock
transaction through a series of mergers (collectively, the
"Transaction") including the merger of MNRL Merger Sub with and into
MNRL (the "MNRL Merger"), with MNRL surviving as a wholly owned
subsidiary of the Issuer. Old Sitio and MNRL became direct wholly owned
subsidiaries of the Issuer as a result of the Transaction.
2. Pursuant to the Merger Agreement, immediately prior to the effective
time of the MNRL Merger (the "First Effective Time"), each outstanding
award of performance-based restricted stock units of MNRL granted prior
to January 1, 2022 (each, a "Pre-2022 PSU Award") pursuant to the MNRL
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 MNRL (the
"MNRL 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
the Issuer (the "Class A Common Stock"). On December 28, 2022 (the day
prior to the Closing Date), the closing price of one share of the MNRL
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 MNRL 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 Class A Common Stock equal to the product of (i) the
number of shares of the MNRL 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. Prior to the
consummation of the Transaction, the Board of Directors of MNRL elected
to accelerate the vesting of the Reporting Person's Converted PSU Awards
in full as of the Closing Date. On December 28, 2022 (the day prior to
the Closing Date), the closing price of one share of the MNRL 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 MNRL (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 MNRL 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 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
Class A Common Stock equal to the product of (x) the number of shares of
MNRL Class A Common Stock subject to such award as of immediately prior
to the First Effective Time and (y) 1.133. Prior to the consummation of
the Transaction, the Board of Directors of MNRL elected to accelerate
the vesting of the Reporting Person's Converted RSU Awards in full as of
the Closing Date.
5. Pursuant to the Merger Agreement, at the First Effective Time, each
share of MNRL 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 the Issuer's Class
A Common Stock. On December 28, 2022 (the day prior to the Closing
Date), the closing price of one share of the MNRL Class A Common Stock
was $32.50.
6. Includes 10,953 restricted stock units ("RSUs") granted to the Reporting
Person pursuant to the Sitio Royalties Corp. Long Term Incentive Plan.
Each RSU represents a contingent right to receive one share of the
Issuer's Class A Common Stock. The RSUs will vest in full on December
29, 2024, subject to the Reporting Person's continuous service through
such date.
7. Pursuant to the Merger Agreement, at the First Effective Time, each
share of Class B common stock, par value $0.01 per share, of MNRL 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 the
Issuer ("Class C Common Stock").
8. Pursuant to the Merger Agreement, at the effective time of the Opco
Merger (the "Second Effective Time"), each unit of Opco LLC, of which
MNRL 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 ("Opco LP Units"). The terms of the Third Amended and
Restated Agreement of Limited Partnership of Opco LP provide that,
subject to certain restrictions contained therein, each holder of Opco
Units (other than the Issuer) generally has the right to cause Opco LP
to redeem all or a portion of its Opco LP Units (the "Redemption Right")
in exchange for shares of the Issuer's Class A Common Stock on a one-
for-one basis or, at Opco LP's election, an equivalent amount of cash.
The Issuer may, at its option, effect a direct purchase of such Opco LP
Units for shares of the Issuer's Class A Common Stock in lieu of such a
redemption by Opco LP. Upon the future redemption or sale of Opco LP
Units pursuant to the Redemption Right, a corresponding number of shares
of the Issuer's Class C Common Stock and Opco LP Units will be
cancelled. The Opco LP Units and the right to exercise the Redemption
Right have no expiration date.
