8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 26, 2022

SITIO ROYALTIES CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-38158	82-0820780
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1401 Lawrence Street, Suite 1750

Denver, Colorado 80202

(Address of principal executive office and Zip Code)

(720) 640-7620

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.0001 par value	STR	New York Stock Exchange
Warrants to purchase Class A common stock	STR WS	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Current Report on Form 8-K.

Item 8.01 Other Events.

On July 26, 2022, Sitio Royalties Corp. (the “Company”) completed the previously announced acquisition of the approximately 12,200 net royalty acres in the Permian Basin owned by Momentum Minerals Operating, LP, Momentum Minerals Operating II, LP, Momentum Minerals Nominee, Inc., Momentum Minerals Nominee II, Inc. and Athene Annuity & Life Assurance Company (the “Momentum Acquisition”). The Company drew the additional commitments of $175 million under the unsecured 364-Day Bridge Term Loan Agreement, dated June 24, 2022, among the Company, Sitio Royalties Operating Partnership, LP, as borrower, Bank of America, N.A., as Administrative Agent for the lenders, BofA Securities, Inc., as joint lead arranger and sole bookrunner, and Barclays Bank PLC and KeyBank National Association, as joint lead arrangers, as amended by the First Amendment thereto dated July 8, 2022, and used the proceeds to fund a portion of the purchase price of the Momentum Acquisition, with the remainder funded with a combination of cash on hand and borrowings under the Company’s revolving credit facility.

On July 26, 2022, the Company issued a press release announcing the closing of the Momentum Acquisition. A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated July 26, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: July 26, 2022

SITIO ROYALTIES CORP.
By:	/s/ Brett S. Riesenfeld
	Brett S. Riesenfeld
	Executive Vice President, General Counsel and Secretary

2

EX-99.1

Exhibit 99.1

SITIO ROYALTIES ANNOUNCES CLOSING OF ACQUISITION FROM MOMENTUM MINERALS

DENVER, Colorado—July 26, 2022— Sitio Royalties Corp. (NYSE: STR) (“Sitio” or the “Company”) today announced it has completed the previously announced acquisition of over 12,200 net royalty acres (“NRAs,” when normalized to a 1/8th royalty equivalent) in the Permian Basin from Momentum Minerals, a Houston-based portfolio company of funds and accounts managed or advised by affiliates of Apollo Global Management, Inc. (the “Momentum Acquisition”). The Momentum Acquisition was funded by an approximately $22 million deposit paid in June of 2022, and the remaining approximately $191 million, after giving effect to purchase price adjustments, was funded utilizing a $175 million draw on Sitio’s 364-day unsecured term loan, borrowings on the Company’s revolving credit facility and cash on hand. Following the Momentum Acquisition closing, Sitio had a total of $425 million drawn on its 364-day unsecured term loan.

About Sitio Royalties Corp.

Sitio is a shareholder returns-driven company focused on large-scale consolidation of high-quality oil & gas mineral and royalty interests across premium basins, with a diversified set of top-tier operators. With a clear objective of generating cash flow from operations that can be returned to shareholders and reinvested, Sitio has accumulated over 173,000 NRAs through the consummation of over 180 acquisitions to date. More information about Sitio is available at www.sitio.com.

IR contact:

Ross Wong

(720) 640–7647

IR@sitio.com

XML

Document and Entity Information	Jul. 26, 2022
Document And Entity Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0001703785
Document Type	8-K
Document Period End Date	Jul. 26, 2022
Entity Registrant Name	SITIO ROYALTIES CORP.
Entity Incorporation State Country Code	DE
Entity File Number	001-38158
Entity Tax Identification Number	82-0820780
Entity Address, Address Line One	1401 Lawrence Street
Entity Address, Address Line Two	Suite 1750
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80202
City Area Code	(720)
Local Phone Number	640-7620
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Class A common stock, $0.0001 par value
Trading Symbol	STR
Security Exchange Name	NYSE
Warrant [Member]
Document And Entity Information [Line Items]
Security 12b Title	Warrants to purchase Class A common stock
Trading Symbol	STR WS
Security Exchange Name	NYSEAMER