The Ademi Firm is investigating Sitio (NYSE: STR) for possible breaches of fiduciary duty and other violations of law in its transaction with Viper Energy.
In the transaction, shareholders of Sitio will receive 0.4855 shares of Class A common stock of a new holding company (“pro forma Viper”) 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. Sitio insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Sitio by imposing a significant penalty if Sitio accepts a competing bid. We are investigating the conduct of the Sitio board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
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