Thank you all for joining. I would like to welcome you all to the Sitio Royalties, Brigham Minerals Merger Announcement Call. My name is Brika, and I'll be your event specialist operating today's call. After the speaker's remarks, you will have the opportunity to ask a question. To do so, please press star followed by the number one on your telephone keypad. If you change your mind at any time, please press star two. For operator assistance, please press star zero. I would now like to hand the call over to our host for today, Ross Wong, Senior Director of Corporate Finance and Investor Relations for Sitio Royalties, to begin. Ross, please go ahead when you are ready. Thanks, operator, and good morning, everyone. Welcome to the Sitio Royalties and Brigham Minerals Merger Announcement Call. If you don't already have a copy of our joint press release and investor presentation, please visit the Investor Relations section of Sitio's website at www.sitio.com or Brigham's website at www.brighamminerals.net. There are several members of both the Sitio and Brigham teams with me today, including Rob Roosa, Brigham's CEO, Blake Williams, Brigham's CFO, Chris Conoscenti, Sitio's CEO, and Carrie Osicka, Sitio's CFO. Before we start, I'd like to remind you that our discussion today may contain forward-looking statements. These statements may include, but are not limited to, estimates of future volumes, operating expenses, and other financial metrics. They may also include statements concerning anticipated discretionary cash flow, liquidity, business strategy, other plans, objectives for Sitio, Brigham, and the combined company. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can provide no assurance that such expectations will prove to be correct. Please see recent SEC filings for both Sitio and Brigham, including Form 10-Q, proxy statements on Schedule 14A, and annual reports on Form 10-K, as well as other SEC filings for a list of factors that could cause actual results to differ materially from expected results. We expect to file a proxy statement related to the merger in the future, which should also be referenced once available. Please also note that on this call, we will use the terms EBITDA, adjusted EBITDA, discretionary cash flow, and cash G&A. These are financial measures that are not presented in accordance with U.S. generally accepted accounting principles. While we believe such non-GAAP measures are useful for investors, they are not measures of financial performance under GAAP and should not be considered in isolation or as an alternative to any measure of such performance derived in accordance with GAAP. These non-GAAP measures have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of results as reported under GAAP. These non-GAAP measures may not be comparable to similarly titled measures used by other companies in our industry or across different industries. With that, I will turn the call over to Rob. Thanks, Ross. We appreciate everyone joining today's call to discuss what we view as the transformative transaction to date in the minerals space. The combination of our two like-minded firms through a merger of equals gives investors exactly what is needed to take the minerals business to the next level, scale, liquidity, and flow. Scale at any price has never been attractive to us, and we believe this transaction represents a fantastic opportunity for our shareholders. The combined company will have significantly increased financial strength and create a platform uniquely positioned to accelerate consolidation of a highly fragmented minerals market while continuing an unwavering commitment to the return of capital to shareholders. I would like to personally thank each and every one of our Brigham Minerals employees for their efforts over the past 10 years. The Brigham Minerals team has invested close to $1 billion in mineral acquisitions, returned close to $250 million in dividends, and is currently valued at approximately $2 billion. Further, investors in our 2019 IPO at $18 per share have achieved an annualized total shareholder return of greater than 20%, assuming reinvested dividends. All of this was made possible through the relentless efforts of our employees. Executing a successful ground game is very intensive and requires significant effort to close each and every deal. Our incredible financial performance is a direct result of their efforts. Together, we've built a tremendous company that, when combined with Sitio, will become the premier mineral company in the U.S. I remain incredibly excited about the future prospects for our combined companies and believe Chris, Carrie, and team will continue to drive consolidation in a highly disciplined manner that generates substantial shareholder returns. I'll now turn the call over to Chris. Thanks, Rob. Good morning, everyone, and thank you for joining us to discuss this milestone transaction, which is the largest merger ever in our sector and forms the leading public mineral and royalty interest consolidator that has the scale, balance sheet, and proven strategy to lead and accelerate industry consolidation and shareholder returns going forward. Brigham has been an industry pioneer and is one of the most respected companies in our sector. Brigham has built a high-quality, diversified asset portfolio, consistently outperformed expectations, and attracted a strong investor base that has minimal overlap and is highly complementary to Sitio's. The combination brings together two strategically aligned organizations that have the same objectives of prioritizing asset quality, maintaining disciplined underwriting standards, valuing the benefits of scale, and maximizing cash flow and long-term value for shareholders. We both have incredibly talented employees, entrepreneurial cultures, shareholder-centric governance, and best practices that will be shared and leveraged to ensure that the combined company benefits from the best aspects of each individual company. We are excited about this transaction for three main reasons. First, the superior asset quality of the combined business. Second, the advantages of scale for our company. Third, the impacts on our float, trading liquidity, and capitalization. First, on asset quality. Sitio and Brigham both have diversified asset bases anchored by large scale Permian positions in the heart of the Delaware and Midland Basins. 70% of the combined company's acreage and 75% of the combined company's production will be in the Permian. Also, over 80% of our combined spuds and permits are in the Permian Basin. Our combined reach in the Permian is impressive. Our drilling spacing units cover over 32% of the entire Permian Basin, and we collectively own interests in over 34% of all of the wells drilled in the Permian in 2021. The remainder of our assets will be in the core of the DJ, Eagle Ford, Anadarko, Appalachia, and Williston Basins, which together with the Permian, are the most active regions in the country in terms of number of rigs running and lateral feet drilled. At the end of 2Q, there were approximately 100 horizontal rigs running on the combined company's acreage, which represents an approximately 13% of all horizontal rigs running in the lower 48. In short, our assets are located where operators are economically incentivized to drill the fastest to achieve the best rates of return for themselves, which translates into production and cash flow growth for us. This is evidenced by the large number of spuds and permits on our acreage today. As of June 30th, the combined company had 50.3 net line of sight wells. These are wells that are typically turned in line within the next 12 months. To put this 50.3 net well number into perspective, our two companies have seen only 112 net wells turn in line in the past 3.5 years. Adding another 50 wells in just 12 months would be a significant increase. These spuds and permits are operated by a diverse set of premier public and private operators, including EOG, ConocoPhillips, Pioneer, Oxy, PDC, Callon, Endeavor, Chevron and so on. Another way to think about the magnitude of the line of sight inventory is that it is an 88% increase over Sitio's standalone line of sight inventory. The second transaction highlight I mentioned was the benefits of scale for our stakeholders. At Sitio, we have consistently articulated our strategy focused on large scale consolidation of high quality mineral and royalty interests. Since June of 2021, and including this announced merger, Sitio has consolidated more than 195,000 NRAs by executing a series of six large scale transactions. These transactions were all executed using a disciplined underwriting approach that emphasizes asset quality and returns. They were funded with a balanced mix of equity and debt. We believe that the combined company will be well-positioned to accelerate industry consolidation due to its scale, wider asset footprint, and increased access to capital, which will create long-term value for stakeholders. The merger creates a large scale entity with nearly 260,000 net royalty acres and pro forma net daily production of over 32,700 BOE/D, which includes full second quarter production from Foundation, Momentum, and Avant acquisitions. Consolidation and scale in the minerals business are critical to driving down cash G&A costs per barrel of oil equivalent. We have been able to reduce this metric with each large transaction we've done, thereby increasing margins and generating more cash that can be returned to shareholders and reinvested in additional consolidation. Our estimated cash G&A per barrel of oil equivalent over the next 12 months is approximately $1.70. This is a 62% reduction in cash G&A per BOE compared to Sitio in 2020, all as a result of making attractive acquisitions and efficiently managing the acquired assets. We expect to achieve approximately $15 million of annual cash cost savings as a result of this merger. Both Sitio and Brigham have invested in data management systems that facilitate additional consolidation of mineral and royalty interests and help ensure that we are managing data well and collecting royalty payments owed to us in an efficient manner. We expect to realize advantages from the sharing of best practices, industry relationships, and integration of top-tier talent. The other benefit of scale is the competitive edge it gives us in large scale acquisitions. Competition for minerals acquisitions under $100 million is robust, but there are fewer companies with the scale and ability to transact on larger minerals acquisitions. Our combined company will be the largest publicly traded mineral and royalty company focused on large scale consolidation across a diverse set of operators. The final highlight of the transaction I want to mention is the direct benefits for our stakeholders in terms of public float, trading liquidity, and balance sheet strength. This merger increases the public float of Sitio's equity by nearly 6x, going from approximately $320 million to $1.9 billion. This increased float likely leads to additional trading liquidity in our stock versus Sitio on a standalone basis. Additional float and trading liquidity are critical to expanding the universe of potential investors in Sitio. It will also be a key selling point for future minerals acquisitions in which we offer our equity as consideration. From Sitio's perspective, this transaction greatly accelerates the deleveraging plan we articulated following the Foundation and Momentum transactions. Sitio's leverage falls from approximately 1.4x on a standalone basis to approximately 1x on a pro forma net debt to second quarter 2022 adjusted EBITDA for the combined company. We plan on targeting leverage of 1x or less at the combined company, with the ability to temporarily go above that target for strategic acquisitions, much like you saw Sitio do for the acquisitions of Foundation and Momentum. The combined company will have significantly better access to capital than either standalone company and most companies in the mineral and royalty interest sector. Increasing shareholder value and returning capital to shareholders are important tenets of both standalone companies and will continue to be championed at the combined company. The combined company will maintain Sitio's capital allocation framework of returning at least 65% of discretionary cash flow to shareholders and retaining the remainder to protect our balance sheet and reinvest in additional consolidation opportunities. We have structured this merger as an all-stock transaction with a fixed exchange ratio of 1.133, which results in Sitio shareholders owning 54% and Brigham's shareholders owning 46% of the combined company on a fully diluted basis. Sitio's three largest shareholders, Kimmeridge, Blackstone, and Oaktree, who own approximately 84% of Sitio's equity, are strong believers in the merits of the transaction and have entered into support agreements to vote in favor of the transaction. The merger is expected to close in the first quarter of 2023, has been unanimously approved by the Boards of Directors of both companies, and is subject to customary closing conditions, including regulatory clearance and approvals by the shareholders of Sitio and Brigham. The combined company will be unlike any organization that has ever existed in the oil and gas, mineral, and royalty sector and will be well-positioned to be the leading consolidator in the space. I would like to thank the employees, management teams, and Boards of both companies for their collective efforts to get to this point and for their partnership as we work towards closing the transaction. This concludes our prepared remarks. I'd like to open the call up for questions now. Thank you. As a reminder, if you would like to ask a question, please press star followed by one on your telephone keypad. If you change your mind at any time, please press star two to remove the question. Please stand by while we order today's Q&A roster. The first question we have from the phone line comes from TJ Schultz of RBC. Your line is open, TJ. Great. Thanks. Good morning. Let me just start with, from a Sitio perspective, the Permian weighting, I guess, drops from call it 80%-85% to 70%-75% on a pro forma basis. I understand the Permian remains your primary target area as you look at consolidating minerals, but do you expect to continue holding minerals across five or six basins moving forward or to narrow that scope? Thanks. Hey, TJ. Thanks for the question. Yeah. The Permian has always been our favorite basin in terms of just the geologic qualities, the multiple stack horizons for development, the active operator universe, the infrastructure in place, the regulatory environment. There's really no place else in the country that matches that set of qualities. That said, the assets that come outside of the Permian that both Sitio and Brigham bring to the table are very attractive and were made to round out the portfolio at attractive prices. Really it's about rate of returns. It's not about like, you know, getting paid in one commodity or another or one basin versus the other. It's just about what rate of return can we earn on the acquisitions and how is the capital that's invested in our portfolio earning versus what could it earn elsewhere. We have no plans to monetize any of the assets outside of the Permian, but really, in our entire history, we've never really had portfolio management opportunities. This is all new to us in terms of the company-wide. We like the assets that Brigham's bringing to the table. Okay. Kind of similarly, just, given the larger scale and then also the fact there's one less public buyer out there, you talked about the advantages that scale gives you in looking at some of the larger transactions. Maybe if you can just provide a little bit more color on how this changes the sandbox that you're potentially playing in when you're looking at consolidating minerals. Are there larger packages out there that include minerals outside the Permian that maybe you'll look at now that you weren't before? Just any additional color. Thanks. Yeah. We've articulated since the very beginning that we're very focused on large scale consolidation just because we know that we need to be a larger company to be more relevant for investors, but also because we find rates of return to be really compelling on the larger acquisitions. You know, in terms of where we will look for those larger acquisitions, we know that there are dozens of opportunities out there that meet our criteria for scale. Then the question becomes, do they meet our criteria for returns? And can we get them at a compelling enough price for our shareholders? We don't see any shortage of opportunities either purely in the Permian or anchored by the Permian and come with assets elsewhere. Some of which overlap with what Brigham is introducing to the company. Okay. Thank you. Yep. Thanks for the question. Thank you. We now have Derrick Whitfield of Stifel. Please go ahead when you're ready, Derrick. Good morning, all, and congrats on the merger. Thanks, Derrick. With regard to your minerals acquisition strategy, Brigham was particularly strong with its ground game focus. Do you guys plan to retain that element of minerals acquisition in your go-forward strategy? Yeah. Thanks for the question, Derrick. As I said before, I think the equation for us is just about rates of return. As we look at the discipline that Brigham has showed in the ground game, it's been impressive. You know, if we can continue to see rates of return like that, then it will compete for capital from us as we combine business. Terrific. With respect to your pro forma balance sheet, do you plan to hedge some portion of the acquired volumes to lock in the deleveraging nature of the transaction? No, our hedging strategy is not a speculative one. It's really just driven by cash acquisitions and where commodity prices are at the time of those cash acquisitions. Given that this is not a cash acquisition, we have no intention to hedge any volumes associated with this transaction. Consistent with our prior policy, our policy going forward is to continue to look at hedging cash acquisitions that are made in times when commodity prices are above mid-cycle pricing, which we have historically defined as roughly $50-$75 oil. That's terrific. Thanks for your time. Yeah. Thank you, Derrick. Thank you, Derrick. We now have Noel Parks of Tuohy Brothers. Please go ahead when you're ready, Noel. Hi, good morning. Good morning. How are you? Good. I do want to start with sort of a housekeeping question. Could you just review the different share classes of each company and sort of what happens to the conditions and voting rights and so forth of each upon the combination? Sure. Sitio has the publicly traded Class A shares. Our three largest shareholders, Kimmeridge, Blackstone, and Oaktree, own the Class C shares, which are not publicly traded, but have equal economic and voting rights as the Class A shares. The equivalent at Brigham, they have Class A shares and Class B shares. Their number of Class B shares is a lot smaller than Sitio's number of Class C shares. But structurally, what will happen is that the Class A shareholders of Brigham will get Class A shares of Sitio, and the Class B shareholders of Brigham will get Class C shares of Sitio. Okay. Gotcha. The similar as far as the voting rights and as you said, the economic weighting and everything all unchanged, essentially pro forma? Correct. Okay, great. Thanks. You did also mention that the companies have each made substantial investments in data systems to help ensure that collections of royalties are performed efficiently. I'm just curious, were those proprietary systems that each company has, or were they, you know, vendor systems that are similar? Yeah, no, I think with respect to Brigham Minerals, our software is proprietary. You know, when you think back to when we entered the minerals space in 2012- 2013, we were so early in the evolution of the minerals business. It really required us to look for a new solution and realize that. We started the process with a non-op system that was converted. Quickly realized there were just, as Chris mentioned, so much data in the space that needs to be aggregated and utilized that to your advantage, that really felt that there was a need to develop our own in-house system, and really work towards that. Our system is an integrated land management system with division order capabilities, as well as fully integrating the reservoir engineering piece. Our system goes out and scrapes public data sites to understand when permits have been added, when wells have been spud. All the plethora of stats that we provide to shareholders each and every quarter is a result of that system that's been built over the last several years. I think there's a lot of optionality with respect to the system that Chris and Carrie and team can deploy and look at further monetizing, also use to their advantage with respect to the acquisition environment going forward. I think, you know, when I think about it, you know, our five basins that we invested in really required us to build it, and it's a terrific system, and these guys now have access to that and can fully exploit it. Yeah. Thanks, Rob. Very similar evolution at Sitio. We knew that as we continued our consolidation strategy, that we were picking up interest in thousands and thousands of wells, so it was gonna be an impossible exercise to manually touch all those wells. The data management system we built sounds very similar to what Rob has built out. It scrapes the public domain every single night, drops all publicly available data into our database every night. It cross-references all of our various land accounting, engineering data sets, syncs them up and tells us where new data has arrived and what we have to address. It's great because it's highly scalable. This is not something that's limited to the, you know, 23,000 wells that we'll have as a combined company. It's something that can handle multiples of that. We feel good about what it does for us going forward. Great. I was just wondering, did the two companies in their modeling of sort of various scenarios for the future, did you each have similar outlooks on the service cost environment and the potential impact that would have on returns going forward? I think we had similar outlooks on the pace of development, which I think is a derivative of operator behavior. Sure. The beauty of this business, as you know, is we don't bear the direct impact of cost inflation as the operators face either on the capital side or the operating side. The indirect effect on us is if operators were to slow down their rig programs because of cost inflation, we just haven't seen that yet. I think it's across both of our portfolios. We've actually seen operators increase capital budgets to reflect the inflation, not slow down drilling to keep budgets flat. Great. That's all for me. Thanks. Thanks for the questions. Thank you. As a reminder, if you would like to ask any more questions, please press star followed by one on your telephone keypads now. We have had no further questions, so I'd like to conclude the call here. Thank you all for joining. You may now disconnect your lines.
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