Viper Energy in its $4.1 billion acquisition of Sitio Royalties

On June, 3, 2025, Viper Energy, Inc. (NASDAQ:VNOM), a subsidiary of Diamondback Energy, Inc. (NASDAQ:FANG), and Sitio Royalties Corp. (NYSE:STR) announced that they have entered into a definitive agreement under which Viper will acquire Sitio in an all-equity transaction valued at approximately $4.1 billion.  The consideration will consist of 0.4855 shares of Class A common stock of a new holding company for each share of Sitio Class A common stock, and 0.4855 units of Viper’s operating subsidiary, Viper Energy Partners LLC, for each unit of Sitio’s operating subsidiary.  The transaction has been approved by the written consent of Diamondback as Viper’s majority stockholder.  Stockholders holding an aggregate of approximately 48% of Sitio’s outstanding voting power, including affiliates of Kimmeridge, Blackstone and Oaktree, have agreed to vote in favor of the transaction.

Wachtell, Lipton, Rosen & Katz is serving as legal advisor to Viper.