Sitio Royalties Corp. (NYSE: STR) and Brigham Minerals, Inc. (NYSE: MNRL) completed their agreement to combine in an all-stock merger, with an aggregate enterprise value of about $4.8 billion.
The combination brings together two of the largest public companies in the oil and gas mineral and royalty sector with high-quality assets in the Permian Basin and other oil-focused regions.
Under the terms of the merger agreement, Brigham shareholders will receive a fixed exchange ratio of 1.133 shares of common stock in the combined company for each share of Brigham common stock owned on the closing date, and Sitio's shareholders will receive one share of common stock in the combined company for each share of Sitio common stock owned on the closing date.
Brigham’s and Sitio’s Class A shareholders will receive shares of Class A common stock in the combined company, and Brigham’s Class B and Sitio’s Class C shareholders will receive shares of Class C common stock in the combined company as merger consideration.
Based on the exchange ratio and the closing price of Sitio’s Class A common stock on Sept. 2, 2022, the combined company would have an aggregate enterprise value of $4.8 billion. Upon completion of the transaction, Sitio shareholders will own approximately 54.0% and Brigham shareholders will own approximately 46.0% of the combined entity on a fully diluted basis.
Credit Suisse Securities (USA) LLC is serving as exclusive financial advisor and Davis Polk & Wardwell LLP is serving as legal advisor to Sitio. Goldman Sachs & Co. LLC is serving as exclusive financial advisor and Vinson & Elkins LLP is serving as legal advisor to Brigham.