Sitio Royalties Announces $500 Million Offering of Senior Notes
September 26 2023 - 7:45AM
Business Wire
Sitio Royalties Corp. (NYSE: STR) (“Sitio” or the “Company”)
today announced that its subsidiaries, Sitio Royalties Operating
Partnership, LP (the “Partnership”) and Sitio Finance Corp. (the
“Co-Issuer” and together with the Partnership, the “Issuers”),
subject to market conditions, intend to offer and sell to qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the “Securities Act”), and to non-U.S. persons
outside of the United States pursuant to Regulation S under the
Securities Act, $500 million in aggregate principal amount of
senior unsecured notes due 2028 (the “Notes Offering”). The Issuers
intend to use the net proceeds from the Notes Offering to (i) fund
the redemption of all of the outstanding aggregate principal amount
of the Partnership’s senior unsecured notes due 2026 (the “Existing
2026 Notes,” and such redemption, the “2026 Notes Redemption”),
which is expected to occur concurrently with or shortly following
the consummation of the Notes Offering, and (ii) repay a portion of
the outstanding borrowings under the Partnership’s revolving credit
facility.
The securities to be offered in the Notes Offering have not been
and will not be registered under the Securities Act, or any state
securities laws or the securities laws of any other jurisdiction,
and unless so registered, the securities may not be offered or sold
in the United States or for the benefit of U.S. persons except
pursuant to an applicable exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
applicable state securities or blue sky laws. Accordingly, the
securities to be offered are being offered only to persons
reasonably believed to be “qualified institutional buyers” under
Rule 144A under the Securities Act and to non-U.S. persons outside
the United States pursuant to Regulation S under the Securities
Act. This announcement shall not constitute an offer to sell or a
solicitation of an offer to buy any of these securities, except as
required by law. No offer, solicitation, purchase or sale will be
made in any jurisdiction in which such offer, solicitation or sale
would be unlawful. This press release does not constitute a notice
of redemption for the Existing 2026 Notes.
About Sitio Royalties Corp.
Sitio is a shareholder returns-driven company focused on
large-scale consolidation of high-quality oil & gas mineral and
royalty interests across premium basins, with a diversified set of
top-tier operators.
Forward-Looking Statements
Certain statements in this release are “forward-looking
statements” for purposes of federal securities laws.
Forward-looking statements include, but are not limited to,
statements that refer to projections, forecasts, or other
characterizations of future events or circumstances, including any
underlying assumptions. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intends,” “may,”
“might,” “plan,” “seeks,” “possible,” “potential,” “predict,”
“project,” “prospects,” “guidance,” “outlook,” “should,” “would,”
“will,” and similar expressions may identify forward-looking
statements, but the absence of these words does not mean that a
statement is not forward-looking. These statements include, but are
not limited to, statements about the Company’s future plans,
expectations, and objectives for the Company’s operations,
including statements about strategy, synergies and future
operations, financial position, the Notes Offering and the use of
proceeds therefrom, including the 2026 Notes Redemption. While
forward-looking statements are based on assumptions and analyses
made by us that we believe to be reasonable under the
circumstances, whether actual results and developments will meet
our expectations and predictions depend on a number of risks and
uncertainties that could cause our actual results, performance, and
financial condition to differ materially from our expectations and
predictions. See Part I, Item 1A “Risk Factors” in the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2022, filed with the SEC on March 8, 2023, and its subsequent
Quarterly Reports on Form 10-Q, under the caption “Risk Factors,”
as may be updated from time to time in Sitio’s periodic filings
with the SEC, for a discussion of risk factors that affect Sitio’s
business. Any forward-looking statement made in this release speaks
only as of the date on which it is made. Factors or events that
could cause actual results to differ may emerge from time to time,
and it is not possible to predict all of them. Sitio undertakes no
obligation to publicly update any forward-looking statement,
whether as a result of new information, future development, or
otherwise, except as may be required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20230926196084/en/
IR contact: Ross Wong (720) 640–7647 IR@sitio.com
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