EX-99.A 2 d138112dex99a.htm EX-99.A EX-99.A

Exhibit A

JOINT FILING AGREEMENT

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Viper Energy Partners LP, a Delaware limited partnership, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 12th day of October, 2021.

 

Swallowtail Royalties LLC
By:  

/s/ Jay Still

Name: Jay Still
Title: Chief Executive Officer
Guidon Energy Holdings LP
By: Guidon Energy Holdings GP LLC
By:  

/s/ Jay Still

Name: Jay Still
Title: President and Chief Executive Officer
Guidon Energy Holdings GP LLC
By:  

/s/ Jay Still

Name: Jay Still
Title: President and Chief Executive Officer
Swallowtail Royalties II LLC
By:  

/s/ Jay Still

Name: Jay Still
Title: Chief Executive Officer
Swallowtail Royalties Holdings LLC
By:  

/s/ Jay Still

Name: Jay Still
Title: Chief Executive Officer
BX Swallowtail Royalties Holding LLC
By:  

/s/ Angelo Acconcia

Name: Angelo Acconcia
Title: President
BX Guidon Topco LLC
By:  

/s/ Angelo Acconcia

Name: Angelo Acconcia
Title: President
Blackstone Management Associates VI L.L.C.
By: BMA VI L.L.C., its sole member
By:  

/s/ Tabea Hsi

Name: Tabea Hsi
Title: Authorized Signatory


Blackstone Energy Management Associates II L.L.C.
By: Blackstone EMA II L.L.C., its sole member
By:  

/s/ Tabea Hsi

Name: Tabea Hsi
Title: Authorized Signatory
BMA VI L.L.C.
By:  

/s/ Tabea Hsi

Name: Tabea Hsi
Title: Authorized Signatory
Blackstone EMA II L.L.C.
By:  

/s/ Tabea Hsi

Name: Tabea Hsi
Title: Authorized Signatory
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
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
Blackstone Holdings III GP Management L.L.C.
By:  

/s/ Tabea Hsi

Name: Tabea Hsi
Title: Senior Managing Director
Blackstone Inc.
By:  

/s/ Tabea Hsi

Name: Tabea Hsi
Title: Senior Managing Director
Blackstone Group Management L.L.C.
By:  

/s/ Tabea Hsi

Name: Tabea Hsi
Title: Senior Managing Director
Stephen A. Schwarzman
By:  

/s/ Stephen A. Schwarzman

Name: Stephen A. Schwarzman


SCHEDULE I

Executive Officers and Directors of Blackstone Inc.

The name and principal occupation of each director and executive officer of Blackstone Inc. are set forth below. The address for each person listed below is c/o Blackstone Inc., 345 Park Avenue, New York, New York 10154. All executive officers and directors listed are United States citizens other than The Honourable Brian Mulroney, who is a citizen of Canada, and Sir John Antony Hood, who is a citizen of New Zealand.

OFFICERS:

 

Name

  

Present Principal Occupation or Employment

Stephen A. Schwarzman    Founder, Chairman and Chief Executive Officer of Blackstone Inc.
Jonathan D. Gray    President, Chief Operating Officer of Blackstone Inc.
Hamilton E. James    Executive Vice Chairman of Blackstone Inc.
Michael S. Chae    Chief Financial Officer of Blackstone Inc.
John G. Finley    Chief Legal Officer of Blackstone Inc.

DIRECTORS:

 

Name

  

Present Principal Occupation or Employment

Stephen A. Schwarzman    Founder, Chairman and Chief Executive Officer of Blackstone Inc.
Jonathan D. Gray    President, Chief Operating Officer of Blackstone Inc.
Hamilton E. James    Executive Vice Chairman of Blackstone Inc.
Kelly A. Ayotte    Former United States Senator from New Hampshire
Joseph P. Baratta    Global Head of Private Equity at Blackstone Inc.
James W. Breyer    Founder and Chief Executive Officer of Breyer Capital
Reginald J. Brown    Partner for the law firm, Kirkland & Ellis
Sir John Antony Hood    Former President and Chief Executive Officer of the Robertson Foundation and Former Chair of the Rhodes Trust
Rochelle B. Lazarus    Chairman Emeritus & Former Chief Executive Officer, Ogilvy & Mather Worldwide
Jay O. Light    Dean Emeritus, Harvard Business School
The Right Honourable Brian Mulroney    Senior Partner for the Montreal law firm, Norton Rose Fulbright Canada LLP
William G. Parrett    Retired CEO and Senior Partner, Deloitte (Deloitte Touche Tohmatsu)
Ruth Porat    Chief Financial Officer of Alphabet Inc. and Google Inc.

Except as set forth in this Schedule 13D, to the best knowledge of the Reporting Persons, none of the individuals listed above beneficially owns any Common Units.