0000899243-21-039962.txt : 20211012
0000899243-21-039962.hdr.sgml : 20211012
20211012204420
ACCESSION NUMBER: 0000899243-21-039962
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211001
FILED AS OF DATE: 20211012
DATE AS OF CHANGE: 20211012
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blackstone Management Associates VI L.L.C.
CENTRAL INDEX KEY: 0001556089
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36505
FILM NUMBER: 211319897
BUSINESS ADDRESS:
STREET 1: C/O THE BLACKSTONE GROUP 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: 212-583-5000
MAIL ADDRESS:
STREET 1: C/O THE BLACKSTONE GROUP 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BX Guidon Topco LLC
CENTRAL INDEX KEY: 0001847743
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36505
FILM NUMBER: 211319898
BUSINESS ADDRESS:
STREET 1: C/O BLACKSTONE MANAGEMENT PARTNERS L.L.C
STREET 2: 345 PARK AVENUE, 43RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: 212-390-2251
MAIL ADDRESS:
STREET 1: C/O BLACKSTONE MANAGEMENT PARTNERS L.L.C
STREET 2: 345 PARK AVENUE, 43RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blackstone Energy Management Associates II L.L.C.
CENTRAL INDEX KEY: 0001700376
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36505
FILM NUMBER: 211319896
BUSINESS ADDRESS:
STREET 1: C/O THE BLACKSTONE GROUP L.P.
STREET 2: 345 PARK AVE.
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: 2125835000
MAIL ADDRESS:
STREET 1: C/O THE BLACKSTONE GROUP L.P.
STREET 2: 345 PARK AVE.
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Guidon Energy Holdings GP LLC
CENTRAL INDEX KEY: 0001847722
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36505
FILM NUMBER: 211319902
BUSINESS ADDRESS:
STREET 1: C/O BLACKSTONE MANAGEMENT PARTNERS L.L.C
STREET 2: 345 PARK AVENUE, 43RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: 212-390-2251
MAIL ADDRESS:
STREET 1: C/O BLACKSTONE MANAGEMENT PARTNERS L.L.C
STREET 2: 345 PARK AVENUE, 43RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BX Swallowtail Royalties Holding LLC
CENTRAL INDEX KEY: 0001887198
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36505
FILM NUMBER: 211319899
BUSINESS ADDRESS:
STREET 1: C/O THE BLACKSTONE GROUP INC.
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: 212-390-2251
MAIL ADDRESS:
STREET 1: C/O THE BLACKSTONE GROUP INC.
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Guidon Energy Holdings LP
CENTRAL INDEX KEY: 0001847867
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36505
FILM NUMBER: 211319903
BUSINESS ADDRESS:
STREET 1: C/O BLACKSTONE MANAGEMENT PARTNERS L.L.C
STREET 2: 345 PARK AVENUE, 43RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: 212-390-2251
MAIL ADDRESS:
STREET 1: C/O BLACKSTONE MANAGEMENT PARTNERS L.L.C
STREET 2: 345 PARK AVENUE, 43RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Swallowtail Royalties Holdings LLC
CENTRAL INDEX KEY: 0001886610
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36505
FILM NUMBER: 211319900
BUSINESS ADDRESS:
STREET 1: 545 E. JOHN CARPENTER FWY., STE. 1300
CITY: IRVING
STATE: TX
ZIP: 75062
BUSINESS PHONE: 212-390-2251
MAIL ADDRESS:
STREET 1: 545 E. JOHN CARPENTER FWY., STE. 1300
CITY: IRVING
STATE: TX
ZIP: 75062
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Swallowtail Royalties LLC
CENTRAL INDEX KEY: 0001886612
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36505
FILM NUMBER: 211319904
BUSINESS ADDRESS:
STREET 1: 545 E. JOHN CARPENTER FWY., STE. 1300
CITY: IRVING
STATE: TX
ZIP: 75062
BUSINESS PHONE: 212-390-2251
MAIL ADDRESS:
STREET 1: 545 E. JOHN CARPENTER FWY., STE. 1300
CITY: IRVING
STATE: TX
ZIP: 75062
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Swallowtail Royalties II LLC
CENTRAL INDEX KEY: 0001886619
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36505
FILM NUMBER: 211319901
BUSINESS ADDRESS:
STREET 1: 7750 N. MACARTHUR BLVD., STE. 120-370
CITY: IRVING
STATE: TX
ZIP: 75063
BUSINESS PHONE: 212-390-2251
MAIL ADDRESS:
STREET 1: 7750 N. MACARTHUR BLVD., STE. 120-370
CITY: IRVING
STATE: TX
ZIP: 75063
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Viper Energy Partners LP
CENTRAL INDEX KEY: 0001602065
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 465001985
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 500 WEST TEXAS AVENUE
STREET 2: SUITE 1200
CITY: MIDLAND
STATE: TX
ZIP: 79701
BUSINESS PHONE: 432-221-7400
MAIL ADDRESS:
STREET 1: 500 WEST TEXAS AVENUE
STREET 2: SUITE 1200
CITY: MIDLAND
STATE: TX
ZIP: 79701
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2021-10-01
0
0001602065
Viper Energy Partners LP
VNOM
0001886612
Swallowtail Royalties LLC
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001847867
Guidon Energy Holdings LP
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001847722
Guidon Energy Holdings GP LLC
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001886619
Swallowtail Royalties II LLC
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001886610
Swallowtail Royalties Holdings LLC
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001887198
BX Swallowtail Royalties Holding LLC
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001847743
BX Guidon Topco LLC
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001556089
Blackstone Management Associates VI L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001700376
Blackstone Energy Management Associates II L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
Common Units
2434192
I
See Footnotes
Common Units
12815808
I
See Footnotes
Reflects common units representing limited partner interests ("Common Units"), of Viper Energy Partners LP (the "Issuer") directly held by Swallowtail Royalties LLC. Guidon Energy Holdings LP is the managing member of Swallowtail Royalties LLC. Guidon Energy Holdings GP LLC is the general partner of Guidon Energy Holdings LP.
Reflects Common Units directly held by Swallowtail Royalties II LLC. Swallowtail Royalties Holdings LLC is the managing member of Swallowtail Royalties II LLC. BX Swallowtail Royalties Holding LLC is the managing member of Swallowtail Royalties Holdings LLC. BX Guidon Topco LLC is the managing member of Swallowtail Roytalities Holdings LLC.
The controlling membership interests of Guidon Energy Holdings GP LLC and BX Guidon Topco LLC are held by Blackstone Management Associates VI L.L.C. and Blackstone Energy Management Associates II L.L.C. BMA VI L.L.C. is the sole member of Blackstone Management Associates VI L.L.C. Blackstone EMA II L.L.C. is the sole member of Blackstone Energy Management Associates II L.L.C. Blackstone Holdings III L.P. is the managing member of each of BMA VI L.L.C. and Blackstone EMA II L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P. Blackstone Inc. is the sole member of Blackstone Holdings III GP Management L.L.C.
(Continued from Footnote 3) The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose or that the Reporting Persons are subject to Section 16 of the Exchange Act.
Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3.
On October 1, 2021, the Issuer and its subsidiary Viper Energy Partners LLC ("Viper OpCo" and, together with the Issuer, the "Buyer Parties") completed the acquisition (the "Acquisition") of certain mineral and royalty interests from Swallowtail Royalties LLC and Swallowtail Royalties II LLC (collectively, the "Seller") under the previously reported Purchase and Sale Agreement, dated as of August 6, 2021, by and between the Buyer Parties and the Seller (the "Purchase and Sale Agreement"). The total consideration for the Acquisition consisted of 15.25 million common units representing limited partnership interests in Viper and approximately $225 million in cash.
Form 1 of 2
SWALLOWTAIL ROYALTIES LLC, By: /s/ Jay Still, Name: Jay Still, Title: Chief Executive Officer
2021-10-12
GUIDON ENERGY HOLDINGS LP, By: Guidon Energy Holdings GP LLC, By: /s/ Jay Still, Name: Jay Still, Title: President and Chief Executive Officer
2021-10-12
GUIDON ENERGY HOLDINGS GP LLC, By: /s/ Jay Still, Name: Jay Still, Title: President and Chief Executive Officer
2021-10-12
SWALLOWTAIL ROYALTIES II LLC, By: /s/ Jay Still, Name: Jay Still, Title: Chief Executive Officer
2021-10-12
SWALLOWTAIL ROYALTIES HOLDINGS LLC, By: /s/ Jay Still, Name: Jay Still, Title: Chief Executive Officer
2021-10-12
BX SWALLOWTAIL ROYALTIES HOLDING LLC, By: /s/ Angelo Acconcia, Name: Angelo Acconcia, Title: President
2021-10-12
BX GUIDON TOPCO LLC, By: /s/ Angelo Acconcia, Name: Angelo Acconcia, Title: President
2021-10-12
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
2021-10-12
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
2021-10-12