Welcome to today's Sitio Acquisition Announcement call. My name is Jordan, and I'll be coordinating your call today. If you'd like to register a question, you may do so by pressing * followed by one on your telephone keypad. I'm now gonna hand over to Ross Wong, Senior Director of Corporate Finance and Investor Relations, to begin. Ross, please go ahead. Thanks, Jordan, and good morning, everyone. If you don't already have a copy of our recent press release and investor presentation, please visit our website at www.sitio.com, where you'll find them on our investor relations section. With me today to discuss our recent developments is Chris Conoscenti, our Chief Executive Officer, Carrie Osicka, our Chief Financial Officer, and other members of our executive leadership team. Before we start, I would 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 cash flow, liquidity, business strategy, expected dividends, and other plans and objectives for future operations. Although we believe 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 our Form 8-K, which was filed with the SEC on June tenth, 2022, as well as our other SEC filings for a list of factors that could cause actual results to differ materially from expected results. Please also note that on this call, we may use the non-GAAP financial measures, adjusted EBITDA, discretionary cash flow, and cash G&A. With that, I'll turn the call over to Chris. Thanks, Ross. Good morning, and thank you, everybody, for joining us. This morning, we are pleased to announce two acquisitions for a combined cash purchase price of approximately $545 million. The press release we issued this morning, along with the slide deck we posted to our website, provide details on these exciting acquisitions. On today's call, we are going to provide a little background on these transactions, highlight the strategic rationale, and answer any questions. First, I want to thank our team at Sitio who worked tirelessly on these transactions. Every acquisition we make requires an extensive evaluation process, including technical, land, financial and legal due diligence that feeds into our underwriting. Our ability to efficiently work on two large transactions simultaneously speaks to the impressive capabilities, work ethic, and shared vision of our relatively small team of professionals. Turning to the background of the transactions, both of them came about in very different ways. We have been in discussions with Foundation for over four years now. Over that time, we have evaluated numerous subsets of their assets, discussed a range of consideration mixes, and built a relationship that more closely resembles a partnership than one of buyer and seller. The Foundation team built an impressive business with a set of high-quality assets that closely mirrors Sitio's Permian assets in terms of level of development, PDP decline rates, line of sight growth potential, and remaining drilling locations. We have enjoyed working with the Foundation team and their sponsor, Quantum Energy Partners, over a long period of time. This relationship-based approach to acquisitions has been a differentiating factor for Sitio's growth since inception. The Foundation transaction has closed and has an effective date of April first. We funded the Foundation purchase with a combination of cash on hand, borrowings under our revolving credit facility, and a new $250 million 364-day bridge facility. Unlike Foundation, the Momentum transaction was a result of an auction process. Historically, we have had limited success in auction processes, but as we continue to add scale, we compete with fewer and fewer interested parties with the ability to fund larger cash acquisitions. The Momentum transaction is expected to close in Q3 of this year, has an effective date of March 1, and we expect to fund it with debt. Despite the differences in how we sourced these acquisitions, we followed the same rigorous underwriting process for each of them to arrive at a valuation that met our return requirements. As a result, we believe that the transactions are approximately 15% accretive to cash flow per share. When compared to the dividend we would have paid in the second half of 2022 without these acquisitions, we expect these acquisitions will enable us to increase our dividend per share by approximately 15% in the second half of 2022. Our cash G&A per barrel of oil equivalent is expected to decline by another 14% as a result of these transactions. Consistent with our strategy of hedging cash acquisitions that are made in times when commodity prices are above mid-cycle levels, we have hedged a significant portion of the production expected from both of these acquisitions over the next three years. Clearly, these acquisitions are compelling financially for our shareholders, but they have the added benefit of advancing our strategy of large-scale consolidation of high-quality mineral and royalty assets across diversified operators. The acquisitions increase our Permian footprint by 30%, our net permit count by 32%, and our net spud count by 35%. Importantly, the acquisitions increase our exposure to Martin, Midland, Loving, Eddy, and Lee counties by 160%. Expanding our footprint in these counties is particularly impactful because roughly 60% of all rigs running in the Permian Basin are running in these counties. Pro forma for these transactions, the drilling spacing units in which Sitio's acreage resides cover over 27% of the entire Delaware and Midland basins. The result of this is that we expect to have exposure to approximately one in every four wells drilled in the Midland and Delaware basins, the most active regions for oil and gas development in the United States. In conjunction with the acquisitions, we are introducing our guidance for the second half of 2022. We expect production to average between 18,000 and 19,000 barrels of oil equivalent per day in the second half of the year. This level of production, combined with our new hedges and our balanced capital allocation framework, will allow us to reduce our leverage from 1.5x pro forma for the acquisitions to 1x or less by the end of 2023 at current commodity pricing. We are excited to deliver on the promises we made when we announced our merger with Brigham Minerals. One, to be the leading consolidator of high quality, large scale mineral and royalty interests across diversified operators. Two, to maintain the same rigorous acquisition underwriting discipline as a public company that we employed as a private company. Three, to share the benefits of accretive acquisitions with all of our shareholders through a higher dividend. That concludes our prepared remarks, and we will now open the call to questions. As a reminder, if you'd like to register a question, please press * followed by one on your telephone keypad. If you change your mind, please press * followed by two, and please ensure you're unmuted when speaking. We'll now pause briefly to allow questions to queue. Our first question comes from Chris Baker of Credit Suisse. Chris, please go ahead. Hey, good morning. Congrats on the continued execution on the acquisition strategy. I was hoping you could maybe just start by talking about, you know, how the funding of these two deals fits into your overall approach to acquisitions. Yeah, good morning, Chris. Thanks for the question. I think if you look at page 5 of the slide deck that's on our website, that's probably the best place to have this discussion. Over our history, if you look at the bars on the left side of the page, you'll see that we funded virtually all of our acquisitions to date with some combination of equity and retained cash flow. The one exception was back in 2019 when we debt funded an acquisition and then used most of 2020 to just repay that debt. Really these are the second and third transactions that we are debt funding in our company's history. We feel like that's a pretty balanced mix of capital to fund acquisitions, and we have a clear plan to reduce this leverage we've taken on over a period of time here with the retained cash flow and with the hedge we put in place. That's great. Just on the inventory depth, I saw that, you know, obviously it adds a good number of line of sight wells, but any color on how many undeveloped locations this adds to the broader portfolio? You know, it's remarkable how similar the assets are that we're acquiring to our existing Permian footprint. We talked about before the way we underwrite transactions. We estimate there's approximately 16 locations per drilling spacing unit. Now, of course, in some areas of the Permian there'll be a lot more, and in some areas of the Permian there'll be a lot less. On average, 16 wells to be drilled per drilling spacing unit. On our existing assets, we have roughly between four and five that have been drilled to date. With these acquisitions, it's actually very similar. I would say it very closely resembles our existing Permian footprint in terms of the balance between current production and remaining inventory. Great. If I could just squeeze one more in, just on the second half guide, any color you can share in terms of what that assumes for the Eagle Ford and any update on Hooks Ranch would be great. Thanks. Yeah, we aren't guiding separately to regions, but what I will tell you is that there are no Hooks wells in that second half number. Okay, cool. Appreciate the color. Yep. Our next question comes from TJ Schultz of RBC Capital Markets. TJ, please go ahead. Great, thanks. Good morning. On the Momentum auction, why do you think you were successful in that process? Was the cash purchase key to that or was your hedging strategy and underwriting assuming maybe a higher mid-cycle price? Then secondly, as you're big enough now for these auction processes, would you expect to stay active in auctions in this commodity environment? Are you still focused on the Permian? Thanks. Yeah, TJ, thanks for the questions. Absolutely we're going to stay focused on the Permian. You'll see us actively looking at other, Permian weighted, acquisitions. We will look at auctions. As I said before, we're pretty unsuccessful at auctions, and we've done some, you know, postmortems with some of the sellers in the past of why we haven't been successful in the auction processes. What we often find is that there are others that are much more aggressive on pace of development in the future than we are. Just people underwriting assumptions that don't reflect today's conditions. You know, I can't speak to what made us successful in this particular case. I think it's really a question for the Momentum team and their advisors. I think, you know, it's clear to say that as the transactions get larger, there's simply fewer potential buyers that can fund large acquisitions of this size. There is somewhat less competition for transactions of this size versus transactions that are, you know, $100 million or less, or $50 million or less. So that certainly helps. We don't do anything differently in terms of the commodity price we underwrite or the approach we take to risk management. You know, candidly, it's just our familiarity with these assets, given our base of focus is really in the Permian Basin and then our ability to fund larger acquisitions. Okay, makes sense. Then across the two deals, it, I guess the question is on public versus private producers, if you can give kind of a mix there and if you're seeing anything different from activity levels between the two. Thanks. Yeah. I'd say, you know, on the Foundation deal, we're seeing a lot of near-term activity coming from the likes of Oxy, EOG, Marathon, and to a lesser extent, Mewbourne. For the Momentum transaction, Exxon, Pioneer, CrownQuest are among the most active there and contributing the most in the next 12 months. Okay, thank you. Thanks for the question. Our next question comes from Kyle May of Capital One Securities. Kyle, please go ahead. Hey, good morning, everyone. Chris, wondering if you could start out by talking about how, you know, you and the company are thinking about the balance sheet and the leverage ratio. You pointed out that, on a pro forma basis, I think you're gonna be at about 1.5 times and line of sight to 1 going forward. Maybe just taking a step back and thinking about it from a you know, broader spectrum or bigger picture, you know, kind of where you guys feel comfortable and how you think about this going forward. Sure. Thanks, Kyle. Good morning. I guess the simplest way to state it is that we are perfectly comfortable with less than 1x leverage. We will, you know, episodically go above 1x for really attractive opportunities like the ones in front of us today. We will visit the area of 1.5x plus, but we will not live there. Our plan is to bring that leverage back down so we are below 1x. It's for a couple reasons. One, it just feels like a safer place to operate. Two, it allows us to remain opportunistic on future cash acquisitions. Okay, got it. That's helpful. Also maybe just talking a little bit about the hedging strategy. You mentioned that you guys added some oil and gas hedges. Just kind of curious if you could talk more about the strategy and the thinking there and maybe if you could kind of break it down into, I guess, two different buckets, if you're gonna add hedges just for acquisitions or, you know, if this is something that will be maybe a more regular occurrence for your existing base production. Sure. Carrie, you wanna take that one? Sure. You know, our hedging strategy is a balance sheet risk management tool, and we really aren't looking to hedge legacy volume. It's really gonna be used for cash acquisitions only. To your question specifically, we have put on hedges for up to 3 years on all 4 of the cash acquisitions that we have done this year. We do feel like, you know, hedging for not just a year or 2 years, but, you know, up to 3 years, makes the most sense to protect returns and give us a clear path to deleveraging. Okay. Thanks for the time this morning. Thanks, Kyle. Thank you. As a reminder, that's * followed by one to register a question. Our next question comes from Jeanine Wai of Barclays. Jeanine, please go ahead. Hi. Good morning, everyone. Thanks for taking our questions. Hi, Jeanine. Hi, good morning. Our first question is following up on the hedges and the risk management, especially with the balance sheet considerations now. You mentioned that, you know, you're sticking to your return requirements and being disciplined about it. Can you just talk a little bit about what your return requirements are, maybe what price deck you're using when you're evaluating these deals and what your view is on mid-cycle prices? Sure. We've always targeted mid-teens returns or better when we underwrite acquisitions. Our base case is we'll look at strip pricing, but we always sensitize with some pretty draconian commodity price outcomes. The deal has to work within that range of commodity prices. You know, as we said, we've looked at the hedging as a tool to mitigate some of the risk we take on when we underwrite cash acquisitions in this commodity price environment. You asked about our views on mid-cycle pricing. It changes literally every day. This is not something where it's just a static number at one point in time. It's constantly changing. If we look at where it is in today's environment, we take a few things into consideration. One is just the historical technical pricing of the commodities over time. Two, we also look at the fundamental supply demand metrics that we see in front of us today. When we put all that together on crude, which is really the most impactful to us, it's a broad range, but it's somewhere between $50-$75 per barrel. Again, we're not trying to be too prescriptive of what the precise number is, but really trying to get a broad range so we have a sense for, you know, within that range, we have some discussion to have. Above that range, we're going to hedge, and below that range, we probably won't hedge for cash acquisitions. Okay, great. That's very helpful, all that detail. My second question may be just a portfolio question. Now that you're even more overweight the Permian, how do the new deals, how does that affect how you're viewing the overall portfolio in terms of the importance or the role of the Eagle Ford and Appalachia? Thank you. Yep. You know, for us, like, as a mineral owner, our key objective is to minimize the time between outlaying capital to acquire minerals and the time to receive royalty revenue. For us, the fastest path to mitigate that risk is to focus on minerals that are at the front end of operators' cost curves, those wells that are gonna be drilled the soonest and the fastest, and the ones that are gonna be stopped last in any kind of commodity price downturn. For us, the view is that the Permian Basin is gonna win that capital allocation battle amongst the operators within their portfolios. That as a mineral owner, that's where we want to focus our assets. The fact that we now have assets in Eagle Ford and in Appalachia, and even some assets in the Permian that are outside of our core area of interest, all presents different portfolio management opportunities. I think what you won't see us do is just focus on buying minerals that are exclusively Appalachia or exclusively Eagle Ford. We're gonna continue to pursue acquisitions that are Permian-weighted, and if they come with assets in other regions, we will evaluate them, but we're gonna evaluate them on a risk-adjusted basis for those basins. Thank you. We have no further questions on the phone line, so I'll hand back for any closing remarks. Great. Thank you, Jordan, and thanks everybody for joining the call. This concludes today's call. Thank you for joining. You may now disconnect your lines.
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