0000899243-21-039964.txt : 20211012
0000899243-21-039964.hdr.sgml : 20211012
20211012204709
ACCESSION NUMBER: 0000899243-21-039964
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211001
FILED AS OF DATE: 20211012
DATE AS OF CHANGE: 20211012
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SCHWARZMAN STEPHEN A
CENTRAL INDEX KEY: 0001070844
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36505
FILM NUMBER: 211319906
MAIL ADDRESS:
STREET 1: C/O BLACKSTONE INC.
STREET 2: 345 PARK AVE
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blackstone Inc
CENTRAL INDEX KEY: 0001393818
STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36505
FILM NUMBER: 211319908
BUSINESS ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: (212) 583-5000
MAIL ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
FORMER NAME:
FORMER CONFORMED NAME: Blackstone Group Inc
DATE OF NAME CHANGE: 20190628
FORMER NAME:
FORMER CONFORMED NAME: Blackstone Group L.P.
DATE OF NAME CHANGE: 20070320
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blackstone Group Management L.L.C.
CENTRAL INDEX KEY: 0001404071
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36505
FILM NUMBER: 211319907
BUSINESS ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: (212) 583-5000
MAIL ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blackstone Holdings III L.P.
CENTRAL INDEX KEY: 0001404073
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36505
FILM NUMBER: 211319913
BUSINESS ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: (212) 583-5000
MAIL ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blackstone EMA II L.L.C.
CENTRAL INDEX KEY: 0001700375
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36505
FILM NUMBER: 211319911
BUSINESS ADDRESS:
STREET 1: C/O THE BLACKSTONE GROUP L.P.
STREET 2: 345 PARK AVE.
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: 2125835000
MAIL ADDRESS:
STREET 1: C/O THE BLACKSTONE GROUP L.P.
STREET 2: 345 PARK AVE.
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blackstone Holdings III GP Management L.L.C.
CENTRAL INDEX KEY: 0001478815
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36505
FILM NUMBER: 211319909
BUSINESS ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: 212.583.5000
MAIL ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BMA VI L.L.C.
CENTRAL INDEX KEY: 0001556083
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36505
FILM NUMBER: 211319912
BUSINESS ADDRESS:
STREET 1: C/O THE BLACKSTONE GROUP 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: 212-583-5000
MAIL ADDRESS:
STREET 1: C/O THE BLACKSTONE GROUP 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blackstone Holdings III GP L.P.
CENTRAL INDEX KEY: 0001478809
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36505
FILM NUMBER: 211319910
BUSINESS ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: 212.583.5000
MAIL ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Viper Energy Partners LP
CENTRAL INDEX KEY: 0001602065
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 465001985
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 500 WEST TEXAS AVENUE
STREET 2: SUITE 1200
CITY: MIDLAND
STATE: TX
ZIP: 79701
BUSINESS PHONE: 432-221-7400
MAIL ADDRESS:
STREET 1: 500 WEST TEXAS AVENUE
STREET 2: SUITE 1200
CITY: MIDLAND
STATE: TX
ZIP: 79701
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2021-10-01
0
0001602065
Viper Energy Partners LP
VNOM
0001404073
Blackstone Holdings III L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001556083
BMA VI L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001700375
Blackstone EMA II L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001478809
Blackstone Holdings III GP L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001478815
Blackstone Holdings III GP Management L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001393818
Blackstone Inc
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001404071
Blackstone Group Management L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001070844
SCHWARZMAN STEPHEN A
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
Common Units
2434192
I
See Footnotes
Common Units
12815808
I
See Footnotes
Reflects common units representing limited partner interests ("Common Units"), of Viper Energy Partners LP (the "Issuer") directly held by Swallowtail Royalties LLC. Guidon Energy Holdings LP is the managing member of Swallowtail Royalties LLC. Guidon Energy Holdings GP LLC is the general partner of Guidon Energy Holdings LP.
Reflects Common Units directly held by Swallowtail Royalties II LLC. Swallowtail Royalties Holdings LLC is the managing member of Swallowtail Royalties II LLC. BX Swallowtail Royalties Holding LLC is the managing member of Swallowtail Royalties Holdings LLC. BX Guidon Topco LLC is the managing member of Swallowtail Royalties Holdings LLC.
The controlling membership interests of Guidon Energy Holdings GP LLC and BX Guidon Topco LLC are held by Blackstone Management Associates VI L.L.C. and Blackstone Energy Management Associates II L.L.C. BMA VI L.L.C. is the sole member of Blackstone Management Associates VI L.L.C. Blackstone EMA II L.L.C. is the sole member of Blackstone Energy Management Associates II L.L.C. Blackstone Holdings III L.P. is the managing member of each of BMA VI L.L.C. and Blackstone EMA II L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P. Blackstone Inc. is the sole member of Blackstone Holdings III GP Management L.L.C.
(Continued from Footnote 3) The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose or that the Reporting Persons are subject to Section 16 of the Exchange Act.
Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3.
On October 1, 2021, the Issuer and its subsidiary Viper Energy Partners LLC ("Viper OpCo" and, together with the Issuer, the "Buyer Parties") completed the acquisition (the "Acquisition") of certain mineral and royalty interests from Swallowtail Royalties LLC and Swallowtail Royalties II LLC (collectively, the "Seller") under the previously reported Purchase and Sale Agreement, dated as of August 6, 2021, by and between the Buyer Parties and the Seller (the "Purchase and Sale Agreement"). The total consideration for the Acquisition consisted of 15.25 million common units representing limited partnership interests in Viper and approximately $225 million in cash.
Form 2 of 2
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
2021-10-12
BMA VI L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory
2021-10-12
BLACKSTONE EMA II L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory
2021-10-12
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
2021-10-12
BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director
2021-10-12
BLACKSTONE INC., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director
2021-10-12
BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director
2021-10-12
Stephen A. Schwarzman, By: /s/ Stephen A. Schwarzman, Name: Stephen A. Schwarzman
2021-10-12