Viper Energy, Inc. (VNOM), a subsidiary of Diamondback Energy, Inc. (FANG), entered a merger agreement on June 3, 2025, to acquire Sitio Royalties Corp. (STR) in an all-stock deal valued at $4.1 billion.
Under the terms of the agreement, each Sitio shareholder will receive 0.4855 shares of a new company called “pro forma Viper” for every share of Sitio Class A stock they own. Also, for each unit of Sitio’s operating company, investors will get 0.4855 units of Viper’s operating company, Viper Energy Partners LLC. If someone owns Sitio Class C stock, they will also get the same amount (0.4855) of Class B shares in pro forma Viper.
The ratio represents an implied value of $19.41 per share to each Sitio stockholder, representing a premium of 12.07% from the stock’s last close.
Sitio Royalties is a Denver-based oil and gas royalty company focused on acquiring high-quality mineral and royalty interests across top U.S. basins. Since its founding in 2016, it has completed over 200 acquisitions, building a portfolio of approximately 140,000 net royalty acres.
Viper Energy is a Midland-based subsidiary of Diamondback Energy that owns and acquires mineral and royalty interests in oil and gas properties, primarily in the Permian Basin and Eagle Ford Shale.
The deal has been approved through written consent by Diamondback, Viper’s majority stockholder. Stockholders representing about 48% of Sitio’s total voting power, including its largest stockholder, Kimmeridge, have agreed to vote in favor of the transaction.
After the deal closes, expected in the third quarter of 2025, Diamondback is expected to own about 41% of the new combined company, pro forma Viper.
The combined company will have approximately 85,700 net royalty acres in the Permian Basin, with around 43% operated by Diamondback.
J.P. Morgan Securities gave financial advice, and Vinson & Elkins provided legal support to Sitio Royalties. For Viper Energy, Moelis & Co. was the financial advisor, and Wachtell, Lipton, Rosen & Katz served as legal advisors.
Viper Energy is acquiring Sitio Royalties at 8.40 times its EBITDA.
For an in-depth analysis of this merger and acquisition transaction, please visit the Deal Metrics page here:
Deal Metrics for the acquisition of Sitio Royalties Corp. (STR) by Viper Energy, Inc. (VNOM)
The Deal Metrics page for each merger or acquisition includes:
– A spread history chart of the merger from announcement to completion or failure
– Every event as the merger progresses through the HSR period, regulatory approvals, shareholder votes, etc.
– News and SEC filings
– A history of deal updates
– And much more
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Editor’s Note: Baranjot Kaur contributed to this article