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