M&A - Diamondback Energy E&P LLC

Form Type: 424B5

Filing Date: 2025-03-06

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125007337

Filing Summary: On March 6, 2025, Diamondback Energy, Inc. filed a preliminary prospectus supplement under Rule 424(b)(5) related to its offering of senior notes. The offering seeks to fund a significant acquisition, specifically the Double Eagle Acquisition, wherein Diamondback Energy and its wholly-owned subsidiary, Diamondback E&P LLC, will acquire all interests in DE Permian, LLC and its subsidiaries for $3.0 billion in cash and approximately 6.9 million shares of common stock. This transaction represents a strategic expansion into the Midland Basin, covering approximately 67,700 gross acres and 407 horizontal drilling locations. The notes will be guaranteed by Diamondback E&P LLC and will rank equally with other senior debts, providing investors with senior unsecured obligations. There are specific risk factors associated with the offering including market conditions and lender demands for an affiliated proposed term loan needed to finance the acquisition. The scheduled closing of the Double Eagle Acquisition is expected in the second quarter of 2025, contingent upon customary closing conditions and regulatory approval. Overall, the offering is structured to ensure funding for this critical strategic acquisition as Diamondback evaluates its financial operations and potential market implications.

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