
Viper Energy Inc and Sitio Royalties Corp announced in a joint statement that they have entered into a definitive agreement under which Viper will acquire Sitio in an all-equity transaction valued at approximately $4.1 billion, including Sitio’s net debt of approximately $1.1 billion as of March 31, 2025.
“The consideration will consist of 0.4855 shares of Class A common stock of a new holding company for each share of Sitio Class A common stock, and 0.4855 units of Viper’s operating subsidiary, Viper Energy Partners LLC, for each unit of Sitio’s operating subsidiary (along with a corresponding amount of Class B common stock of pro forma Viper for each share of Sitio Class C common stock), representing an implied value to each Sitio stockholder of $19.41 per share based on the closing price of Viper common stock on June 2, 2025,” the joint statement noted.
The statement highlighted that the deal was unanimously approved by the board of directors of each company and pointed out that it has been approved by the written consent of Diamondback as Viper’s majority stockholder. Stockholders holding an aggregate of approximately 48 percent of Sitio’s outstanding voting power, including Kimmeridge, its largest stockholder, have agreed to vote in favor of the transaction, the statement noted.
The transaction is subject to customary regulatory approvals and is expected to close in the third quarter of 2025, the statement said.
In a section highlighting the “strategic rationale” for the deal, the joint statement outlined that it “adds substantial scale and inventory depth that will support pro forma Viper’s durable production profile and free cash flow growth over the next decade”.
The statement also outlined that it offers “meaningful financial accretion and higher cash returns”, “significant synergies”, and “lowers pro forma Viper’s base dividend breakeven by approximately $2 per barrel”.
Kaes Van’t Hof, Chief Executive Officer of Viper, said in the joint statement, “the combination of Viper and Sitio signifies an important moment for mineral and royalty interests”.
“This combination creates a leader in size, scale, float, liquidity and access to investment grade capital in the highly fragmented minerals industry. Pro forma Viper is now clearly a must-own public mineral and royalty company in North America, with attractive size and scale in the Permian Basin,” Van’t Hof added.
“This transaction positions Viper to compete for capital with mid and large cap North American E&Ps; except with higher margins, minimal operating costs, and the lowest dividend breakeven in the space,” Van’t Hof continued.
“While this transaction will reduce Diamondback’s ownership in pro forma Viper to 41 percent, it does not reduce the significance of the relationship between Diamondback and Viper,” Van’t Hof said in the statement.
“The Diamondback drillbit remains Viper’s biggest competitive advantage and the most visible source of long-term production growth at Viper. Mineral interests offer the highest form of security and upside in the oil field, and any and all benefits an operator manages to unlock accrues directly to the mineral holder without any capital risk, forever,” Van’t Hof went on to note.
Sitio CEO Chris Conoscenti said in the statement, “we are excited to announce the combination of two leading minerals companies with a shared strategic vision of integrating the highest quality assets to create a truly differentiated investment opportunity for shareholders”.
“This transaction provides Sitio’s shareholders with exposure to an entity with significantly greater size, future development visibility, and all of the benefits of the economies of scale unique to the minerals business – higher margins, lower cost of capital, strong positioning for future M&A opportunities, and the ability to return more capital to shareholders,” he added.
“I want to thank all of the Sitio team members, whose innovation and relentless pursuit of continuous improvement made building Sitio such an amazing and rewarding experience,” he continued.
Noam Lockshin, Chairman of the Sitio Board of Directors, said in the statement, “this transaction is the next logical step in Sitio’s evolution”.
“By adding Sitio’s coverage of the Delaware Basin to Viper’s position in the Midland Basin, the combined company will be well positioned in the Permian for years to come,” Lockshin added.
Analyst Take
While corporate mergers are a staple of oil and gas operators, they have been rare in the more sedate minerals space, Andrew Dittmar, principal analyst at Enverus Intelligence Research (EIR), said in a statement sent to Rigzone commenting on the Viper-Sitio deal.
“Now, for just the second time Enverus has tracked, two publicly traded minerals companies are combing with Viper Energy Partners buying Sitio Royalties for $4.1 billion inclusive of net debt,” Dittmar highlighted in the statement.
“The only other significant mineral public company merger tracked by Enverus also involved Sitio when it acquired Brigham Minerals for $1.9 billion in 2022. Deal activity, while active in the space, is usually confined to smaller bolt-on transactions and consolidation of individual interests,” he added.
“Viper, which is affiliated with upstream operator Diamondback Energy, has turned to an unusually active spree of deals to create a public mineral company with differentiated scale compared to peers,” he continued.
“Inclusive of the Sitio merger and a major dropdown from Diamondback, Viper has now spent over $8 billion on acquisitions in 2025 or more than the cumulative value of all disclosed mineral M&A in 2023 and 2024,” Dittmar noted.
“Since the start of 2023, Viper has accounted for 70 percent of publicly disclosed mineral M&A, taking on the job of consolidating and bringing to public markets at an investible scale the fragmented space,” he went on to state.
Despite the attractive yields and low capital requirement of the mineral space, the small size and market capitalization of these somewhat niche companies likely limited their appeal to the broader investment community, Dittmar said in the statement.
“Viper already had a leading scale among pure mineral companies with a market capitalization over $12 billion, but adding Sitio still helps boost the company’s public float given the substantial ownership by Diamondback, sitting at 41 percent pro forma for the Sitio acquisition,” he added.
“Viper will have a pro-forma market capitalization of around $15 billion, trailing just Texas Pacific Land, which has a mixed royalty and surface ownership business, and about five times the scale of the next largest company, Blackstone Minerals. Its market capitalization will sit between operators Coterra and Permian Resources,” Dittmar noted.
Besides its scale, Viper is differentiated by the quality of its asset base with a concentration in the Permian Basin, Dittmar said in the statement, describing the Permian as “by a significant margin the largest and most economic U.S. shale play”.
“The company was previously focused on the Midland Basin and particularly on interests operated by Diamondback,” Dittmar highlighted in the statement.
“This deal materially increases its exposure to the Delaware Basin. That does drop Viper’s weighting towards Diamondback and the unique insight into development plans that offers but given the quality of Delaware inventory investors are likely to take that in stride,” he added.
“Furthermore, ExxonMobil accounts for almost half of third-party operated production including third-party Midland volumes, per Viper, giving investors further confidence in these assets,” he continued.
Besides the increased Permian exposure, Sitio brings to the table royalty interests in the DJ, Eagle Ford, and Williston Basin, Dittmar noted.
“That is something Viper could look to sell once the deal closes to return to its status as a Permian pure play,” Dittmar highlighted in the statement.
“That should be straight forward to accomplish as there is a ready and active market for minerals including significant interest from private capital,” he added.
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