EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT
                                                                    Exhibit 99.1
Name and Address of Reporting Person:          Andrew Dax McDavid
                                               1401 Lawrence Street
                                               Suite 1750
                                               Denver, CO 80202

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

Date of Earliest Transaction Required          December 29, 2022
to be Reported (Month/Day/Year):

                            Explanation of Responses

1.      On December 29, 2022 (the "Closing Date"), pursuant to the Agreement and
        Plan of Merger, dated as of September 6, 2022 (as amended from time to
        time, the "Merger Agreement"), by and among Sitio Royalties Corp. (f/k/a
        Snapper Merger Sub I, Inc., the "Issuer"), STR Sub Inc. (f/k/a Sitio
        Royalties Corp., "Old Sitio"), Sitio Royalties Operating Partnership, LP
        ("Opco LP"), MNRL Sub Inc. (f/k/a Brigham Minerals, Inc., "MNRL"),
        Brigham Minerals Holdings, LLC ("Opco LLC"), Snapper Merger Sub IV, Inc.
        ("MNRL Merger Sub"), Snapper Merger Sub V, Inc. ("Sitio Merger Sub") and
        Snapper Merger Sub II, LLC, the Issuer acquired MNRL in an all-stock
        transaction through a series of mergers (collectively, the
        "Transaction") including the merger of MNRL Merger Sub with and into
        MNRL (the "MNRL Merger"), with MNRL surviving as a wholly owned
        subsidiary of the Issuer. Old Sitio and MNRL became direct wholly owned
        subsidiaries of the Issuer as a result of the Transaction.

2.      Pursuant to the Merger Agreement, immediately prior to the effective
        time of the MNRL Merger (the "First Effective Time"), each outstanding
        award of performance-based restricted stock units of MNRL granted prior
        to January 1, 2022 (each, a "Pre-2022 PSU Award") pursuant to the MNRL
        2019 Long Term Incentive Plan (as amended from time to time, the "2019
        Plan") vested based on the actual level of achievement as of the
        performance period ending immediately prior to the First Effective Time.
        Each vested share relating to a Pre-2022 PSU Award was treated as a
        share of Class A common stock, par value $0.01 per share, of MNRL (the
        "MNRL Class A Common Stock") for purposes of the Merger Agreement, which
        means that such vested share was converted into the right to receive
        1.133 shares of Class A common stock, par value $0.0001 per share, of
        the Issuer (the "Class A Common Stock"). On December 28, 2022 (the day
        prior to the Closing Date), the closing price of one share of the MNRL
        Class A Common Stock was $32.50.

3.      Pursuant to the Merger Agreement, immediately prior to the First
        Effective Time, each outstanding award of performance-based restricted
        stock units of MNRL granted on or after January 1, 2022 (each, a "2022
        PSU Award") pursuant to the 2019 Plan was converted into an award (the
        "Converted PSU Awards"), on the same terms and conditions (other than
        the performance-based vesting conditions) applicable to such 2022 PSU
        Award immediately prior to the First Effective Time, that relates to a
        number of shares of Class A Common Stock equal to the product of (i) the
        number of shares of the MNRL Class A Common Stock subject to such award
        as of immediately prior to the First Effective Time (with any
        performance conditions deemed achieved at the level determined based on
        actual performance as of immediately prior to the First Effective Time,
        which was equal to 200% of target) and (ii) 1.133. Prior to the
        consummation of the Transaction, the Board of Directors of MNRL elected
        to accelerate the vesting of the Reporting Person's Converted PSU Awards
        in full as of the Closing Date. On December 28, 2022 (the day prior to
        the Closing Date), the closing price of one share of the MNRL Class A
        Common Stock was $32.50.

4.      Pursuant to the Merger Agreement, each outstanding award of time-based
        restricted stock units (each, an "RSU Award") of MNRL (i) granted prior
        to January 1, 2022 (the "Pre-2022 RSU Awards"), each of which vested in
        full immediately prior to the First Effective Time and the shares
        subject to such RSU Awards were treated as shares of MNRL Class A Common
        Stock for purposes of the Merger Agreement (which means that such shares
        were converted into the right to receive 1.133 shares of Class A Common
        Stock) and (ii) each RSU Award granted on or after January 1, 2022, each
        of which was converted into an award (the "Converted RSU Awards"), on
        the same terms as conditions applicable to such RSU Award immediately
        prior to the First Effective Time, that relates to a number of shares of
        Class A Common Stock equal to the product of (x) the number of shares of
        MNRL Class A Common Stock subject to such award as of immediately prior
        to the First Effective Time and (y) 1.133. Prior to the consummation of
        the Transaction, the Board of Directors of MNRL elected to accelerate
        the vesting of the Reporting Person's Converted RSU Awards in full as of
        the Closing Date.

5.      Pursuant to the Merger Agreement, at the First Effective Time, each
        share of MNRL Class A Common Stock, issued and outstanding immediately
        prior to the First Effective Time was converted into the right to
        receive 1.133 fully-paid and nonassessable shares of the Issuer's Class
        A Common Stock. On December 28, 2022 (the day prior to the Closing
        Date), the closing price of one share of the MNRL Class A Common Stock
        was $32.50.

6.      Includes 10,953 restricted stock units ("RSUs") granted to the Reporting
        Person pursuant to the Sitio Royalties Corp. Long Term Incentive Plan.
        Each RSU represents a contingent right to receive one share of the
        Issuer's Class A Common Stock. The RSUs will vest in full on December
        29, 2024, subject to the Reporting Person's continuous service through
        such date.

7.      Pursuant to the Merger Agreement, at the First Effective Time, each
        share of Class B common stock, par value $0.01 per share, of MNRL issued
        and outstanding immediately prior to the First Effective Time was
        converted into the right to receive 1.133 fully-paid and nonassessable
        shares of Class C common stock, par value $0.0001 per share, of the
        Issuer ("Class C Common Stock").

8.      Pursuant to the Merger Agreement, at the effective time of the Opco
        Merger (the "Second Effective Time"), each unit of Opco LLC, of which
        MNRL is the managing member, issued and outstanding immediately prior to
        the Second Effective Time was converted into the right to receive 1.133
        units of Opco LP ("Opco LP Units"). The terms of the Third Amended and
        Restated Agreement of Limited Partnership of Opco LP provide that,
        subject to certain restrictions contained therein, each holder of Opco
        Units (other than the Issuer) generally has the right to cause Opco LP
        to redeem all or a portion of its Opco LP Units (the "Redemption Right")
        in exchange for shares of the Issuer's Class A Common Stock on a one-
        for-one basis or, at Opco LP's election, an equivalent amount of cash.
        The Issuer may, at its option, effect a direct purchase of such Opco LP
        Units for shares of the Issuer's Class A Common Stock in lieu of such a
        redemption by Opco LP. Upon the future redemption or sale of Opco LP
        Units pursuant to the Redemption Right, a corresponding number of shares
        of the Issuer's Class C Common Stock and Opco LP Units will be
        cancelled. The Opco LP Units and the right to exercise the Redemption
        Right have no expiration date.