0000950142-22-001940.txt : 20220616 0000950142-22-001940.hdr.sgml : 20220616 20220616082600 ACCESSION NUMBER: 0000950142-22-001940 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220607 FILED AS OF DATE: 20220616 DATE AS OF CHANGE: 20220616 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROOKFIELD ASSET MANAGEMENT INC. CENTRAL INDEX KEY: 0001001085 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38158 FILM NUMBER: 221019388 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 416-363-9491 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: M5J2T3 FORMER NAME: FORMER CONFORMED NAME: BRASCAN CORP/ DATE OF NAME CHANGE: 20010321 FORMER NAME: FORMER CONFORMED NAME: EDPERBRASCAN CORP DATE OF NAME CHANGE: 19970904 FORMER NAME: FORMER CONFORMED NAME: BRASCAN LTD DATE OF NAME CHANGE: 19950919 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAM Partners Trust CENTRAL INDEX KEY: 0001861643 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38158 FILM NUMBER: 221019387 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: 416-369-2621 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sitio Royalties Corp. CENTRAL INDEX KEY: 0001703785 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 820820780 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 510 MADISON AVENUE 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125065938 MAIL ADDRESS: STREET 1: 510 MADISON AVENUE 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Falcon Minerals Corp DATE OF NAME CHANGE: 20180824 FORMER COMPANY: FORMER CONFORMED NAME: Osprey Energy Acquisition Corp DATE OF NAME CHANGE: 20170413 3 1 es220262491_3-sitio2.xml OWNERSHIP DOCUMENT X0206 3 2022-06-07 0 0001703785 Sitio Royalties Corp. STR 0001001085 BROOKFIELD ASSET MANAGEMENT INC. BROOKFIELD PLACE, SUITE 300 181 BAY ST. PO BOX 762 TORONTO A6 M5J 2T3 ONTARIO, CANADA 1 0 1 0 0001861643 BAM Partners Trust BROOKFIELD PLACE, SUITE 300 181 BAY ST. PO BOX 762 TORONTO A6 M5J 2T3 ONTARIO, CANADA 1 0 1 0 Class C Common Stock 12935120 I See footnote Sitio Royalties Operating Partnership, LP Units Class A Common Stock 12935120 I See footnote Allocation Rights Class A Common Stock 65001 I See footnote Securities issued pursuant to and in connection with that certain Agreement and Plan of Merger (the "Merger Agreement"), dated January 11, 2022, by and among Sitio Royalties Corp., a Delaware corporation (f/k/a Falcon Minerals Corporation, the "Issuer"), Sitio Royalties Operating Partnership, LP, a Delaware limited partnership (f/k/a Falcon Minerals Operating Partnership, LP, "Sitio OpCo"), Ferrari Merger Sub A LLC, a Delaware limited liability company and wholly owned subsidiary of Sitio OpCo ("Merger Sub"), and DPM HoldCo, LLC, a Delaware limited liability company ("Desert Peak"), pursuant to which Merger Sub merged with and into Desert Peak (the "Merger"), with Desert Peak continuing as the surviving entity in the Merger as a wholly owned subsidiary of Sitio OpCo. Each share of Class C Common Stock has no economic rights but entitles its holder to one vote on all matters to be voted on by shareholders generally. The terms of the Second Amended and Restated Agreement of Limited Partnership of Sitio OpCo provide that, subject to certain restrictions contained therein, each holder of common units representing limited partnership interests in Sitio OpCo ("OpCo Units") (other than the Issuer) generally has the right to cause Sitio OpCo to redeem all or a portion of its OpCo Units (the "Redemption Right") in exchange for shares of Class A Common Stock of the Issuer on a one-for-one basis or, at Sitio OpCo's election, an equivalent amount of cash. In connection with any redemption of OpCo Units pursuant to the Redemption Right, the corresponding number of shares of the Class C Common Stock will be cancelled. The OpCo Units and the right to exercise the Redemption Right have no expiration date. In connection with the transactions under the Merger Agreement, certain shares of Class C Common Stock and OpCo Units issued as consideration in the Merger are subject to forfeiture by the holders thereof under certain circumstances. Each Allocation Right refers to the Reporting Person's (as defined below) right to receive one share of Class C Common Stock and one OpCo Unit to the extent any shares of Class C Common Stock and OpCo Units are forfeited by the original holders thereof. Class C Common Stock, OpCo Units or any other class or series of capital stock of the Issuer will be issued pursuant to Allocation Rights solely to the extent a corresponding forfeiture of specified shares of Class C Common Stock and OpCo Units has occurred. This Form 4 is being filed jointly by (each, a "Reporting Person" and, collectively, the "Reporting Persons") (i) Source Energy Partners, LLC ("Source Energy") as the direct holder of securities, (ii) OCM Source Holdings, L.P. ("OCM Source"), in its capacity as the sole owner of Series A Units of Source Energy, Oaktree Fund GP, LLC ("Fund GP"), in its capacity as the general partner of OCM Source, (iv) Oaktree Fund GP I, L.P. ("Fund GP I"), in its capacity as the managing member of Fund GP, (v) Oaktree Capital I, L.P. ("Capital I"), in its capacity as the general partner of Fund GP I, (vi) OCM Holdings I, LLC ("Holdings I"), in its capacity as general partner of Capital I, (cont'd in FN5) (cont'd from FN4) (vii) Oaktree Holdings, LLC ("Holdings"), in its capacity as the managing member of Holdings I, (viii) Oaktree Capital Group, LLC ("OCG"), in its capacity as managing member of Holdings, (ix) Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), as indirect owner of the class B units of of OCG, (x) Brookfield Asset Management Inc. ("BAM"), in its capacity as the indirect owner of the class A units of OCG and (xi) BAM Partners Trust ("BAM Partnership"), in its capacity as the sole owner of Class B Limited Voting Shares of BAM. The Reporting Person may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, by virtue of the fact that Mr. Allen W. Li, a member of the Board of Managers of the Reporting Person, currently serves on the board of directors of the Issuer. // Form 2 of 2 /s/ See Signature Included in Exhibit 99.1 2022-06-16 EX-99.1 2 es220262491_ex9901.htm EXHIBIT 99.1

 

EXHIBIT 99.1

 

This Statement on Form 3 is filed jointly by the Reporting Persons listed below. The principal business address of each of these Reporting Persons can be found on the Form 3 filed herewith.

 

Name of Designated Filer: BROOKFIELD ASSET MANAGEMENT INC.

 

Date of Event Requiring Statement: June 7, 2022

 

Issuer Name and Ticker or Trading Symbol: SITIO ROYALTIES CORP. [STR]

 

 

  BROOKFIELD ASSET MANAGEMENT INC.
       
  By: /s/ Kathy Sarpash  
    Name: Kathy Sarpash  
    Title: Senior Vice President, Legal & Regulatory  

 

  BAM PARTNERS TRUST
       
  By: BAM Class B Partners Inc.  
  Its: Trustee  
       
  By: /s/ Kathy Sarpash  
    Name: Kathy Sarpash  
    Title: Secretary