0000950142-23-000087.txt : 20230109 0000950142-23-000087.hdr.sgml : 20230109 20230109214814 ACCESSION NUMBER: 0000950142-23-000087 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20221229 FILED AS OF DATE: 20230109 DATE AS OF CHANGE: 20230109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROOKFIELD Corp /ON/ 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: 001-41585 FILM NUMBER: 23519576 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 100 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 100 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: M5J2T3 FORMER NAME: FORMER CONFORMED NAME: BROOKFIELD ASSET MANAGEMENT INC. DATE OF NAME CHANGE: 20051116 FORMER NAME: FORMER CONFORMED NAME: BRASCAN CORP/ DATE OF NAME CHANGE: 20010321 FORMER NAME: FORMER CONFORMED NAME: EDPERBRASCAN CORP DATE OF NAME CHANGE: 19970904 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Group Holdings GP, LLC CENTRAL INDEX KEY: 0001403525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41585 FILM NUMBER: 23519577 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Group, LLC CENTRAL INDEX KEY: 0001403528 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: 001-41585 FILM NUMBER: 23519578 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAKTREE HOLDINGS, LLC CENTRAL INDEX KEY: 0001407181 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41585 FILM NUMBER: 23519579 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE, 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 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: 001-41585 FILM NUMBER: 23519575 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: 0001949543 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 884140242 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1401 LAWRENCE STREET STREET 2: SUITE 1750 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (720) 640-7620 MAIL ADDRESS: STREET 1: 1401 LAWRENCE STREET STREET 2: SUITE 1750 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: Snapper Merger Sub I, Inc. DATE OF NAME CHANGE: 20221004 3 1 es230318059_3-sitio2.xml OWNERSHIP DOCUMENT X0206 3 2022-12-29 0 0001949543 Sitio Royalties Corp. STR 0001407181 OAKTREE HOLDINGS, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001403528 Oaktree Capital Group, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001403525 Oaktree Capital Group Holdings GP, LLC 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001001085 BROOKFIELD Corp /ON/ BROOKFIELD PLACE, SUITE 100 181 BAY ST. PO BOX 762 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 0001861643 BAM Partners Trust BROOKFIELD PLACE, SUITE 100 181 BAY ST. PO BOX 762 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 Class A Common Stock 10431 I See footnote 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 73646 I See footnote On December 29, 2022, pursuant to the Agreement and Plan of Merger, dated as of September 6, 2022 (the "merger agreement"), each share of Sitio Royalties Corp. (f/k/a Falcon Mineral Corporation ("Old Sitio") issued and outstanding was converted into one share of Class A Common Stock ("Issuer Class A Common Stock") of Snapper Merger Sub I, Inc., which entity was renamed "Sitio Royalties Corp." (the "Issuer"). Represents deferred share units ("DSUs") granted to OCM FIE, LLC ("FIE") to the Sitio Royalties Corp. Long Term Incentive Plan (the "LTIP"). Each DSU represents a contingent right to receive one share of Issuer Class A Common Stock. The DSUs will vest in four equal quarterly installments over the one-year period following June 7, 2022, subject to the reporting person's continuous service through each such date. Following vesting, the shares of Issuer Class A Common Stock underlying the DSUs will be delivered to the reporting person as soon as administratively practicable following the date that the reporting person's service relationship with the issuer is terminated for any reason. Pursuant to the policies of Oaktree Capital Management L.P. ("OCM LP"), directors of the Issuer who are affiliated with OCM LP hold these securities for the benefit of FIE. OCM LP is the managing member of FIE. Pursuant to the Merger Agreement, each share of Class C Common Stock ("Old Sitio Class C Common Stock") of Old Sitio issued and outstanding was converted into one share of Class C Common Stock ("Issuer Class C Common Stock") of the Issuer and the common units ("Opco Units") in Sitio Royalties Operating Partnership, LP ("Opco") continued to be held by the Reporting Persons became redeemable for shares of Issuer Class A Common Stock. Old Sitio previously granted restricted stock awards, consisting of shares of Old Sitio Class C Common Stock and Opco Units, to its executive officers in an amount equal to 0.5% of the number of shares received by the former holders of the limited liability company interests of DPM HoldCo, LLC (the "DPM Members") (the "Stock Awards"). Old Sitio's obligations under the Stock Awards were assigned to the Issuer in connection with the transactions contemplated by the merger agreement. Each restricted stock award will vest in equal installments on the first four anniversaries of the applicable date of grant, so long as the executive officer remains continuously employed by the Issuer through each vesting date. (cont'd in FN5) (cont'd from FN 4) To the extent that a restricted stock award is forfeited, the shares of Issuer Class C Common Stock and Opco Units subject to such forfeited award will be returned to the Issuer and the Issuer will re-issue to the DPM Members, on a one-for-one basis, shares of Issuer Class C Common Stock and Opco Units, with Source Energy Partners, LLC entitled to receive its pro rata portion of any such shares re-issued. The terms of the Amendment to Second Amended and Restated Agreement of Limited Partnership of Sitio Royalties Operating Partnership, L.P. ("Opco") provide that, subject to certain restrictions contained therein, each holder of Opco Units (other than the Issuer) generally has the right to cause 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 ("Class A Common Stock") on a one-for-one basis or, at Opco's election, an equivalent amount of cash. The Issuer may, at its option, effect a direct purchase of such Opco Units for shares of Class A Common Stock in lieu of such a redemption by Opco. Upon the future redemption or sale of Opco Units pursuant to the Redemption Right, a corresponding number of shares of Class C Common Stock and Opco Units will be cancelled. The Opco Units and the right to exercise the Redemption Right have no expiration date. This Form 4 is being filed jointly by (each, a "Reporting Person" and, collectively, the "Reporting Persons") (i) OCM FIE, LLC ("FIE"), (ii) Oaktree Capital Management L.P. ("OCMP LP") in its capacity as the managing member of FIE, (iii) Oaktree Capital Management GP, LLC ("Management GP"), in its capacity as the general partner of OCMP LP, (iv) Atlas OCM Holdings, LLC, in its capacity as the sole managing member of Management GP, (v) Source Energy Partners, LLC ("Source Energy") as the direct holder of securities, (vi) OCM Source Holdings, L.P. ("OCM Source"), in its capacity as the sole owner of Series A Units of Source Energy, (vii) Oaktree Fund GP, LLC ("Fund GP"), in its capacity as the general partner of OCM Source, (viii) Oaktree Fund GP I, L.P. ("Fund GP I"), in its capacity as the managing member of Fund GP, (ix) Oaktree Capital I, L.P. ("Capital I"), in its capacity as the general partner of Fund GP I, (cont'd in FN8) (cont'd from FN7) (x) OCM Holdings I, LLC ("Holdings I"), in its capacity as general partner of Capital I, (xi) Oaktree Holdings, LLC("Holdings"), in its capacity as the managing member of Holdings I, (xii) Oaktree Capital Group, LLC ("OCG"), in its capacity as managing member of Holdings, (xiii) Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), as indirect owner of the class B units of OCG, (xiv) Brookfield Corporation (f/k/a Brookfield Asset Management Inc.) ("BAM"), and (xv) BAM Partners Trust ("BAM Partnership"), in its capacity as the sole owner of Class B Limited Voting Shares of BAM. Form 2 of 2 /s/ See Signatures Included in Exhibit 99.1 2023-01-09 EX-99.1 2 es230318059_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: Oaktree Capital Group, LLC

 

Date of Event Requiring Statement: December 29, 2022

 

Issuer Name and Ticker or Trading Symbol: Sitio Royalties Corp. [STR]

 

 

  OAKTREE HOLDINGS, LLC
       
  By: /s/ Henry Orren  
    Name: Henry Orren  
    Title: Senior Vice President  

 

  OAKTREE CAPITAL GROUP, LLC
       
  By: /s/ Henry Orren  
    Name: Henry Orren  
    Title: Senior Vice President  

 

  OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
       
  By: /s/ Henry Orren  
    Name: Henry Orren  
    Title: Senior Vice President  

 

  BROOKFIELD CORPORATION
       
  By: /s/ Kathy Sarpash  
    Name: Kathy Sarpash  
    Title: Senior Vice President, Legal & Regulatory  

 

 

BAM PARTNERS TRUST, by its trustee, BAM CLASS B PARTNERS INC.

       
  By: /s/ Kathy Sarpash  
    Name: Kathy Sarpash  
    Title: Secretary