M&A - Diamondback Energy, Inc.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-05

Corporate Action: Acquisition

Type: Update

Accession Number: 000095017025063670

Filing Summary: This filing constitutes Amendment No. 4 to the Schedule 13D filed with the SEC by Diamondback Energy, Inc. and its subsidiaries concerning Viper Energy, Inc. As of May 1, 2025, Diamondback beneficially owns 54.1% of Viper's outstanding shares, while its subsidiary Diamondback E&P owns 5.8%, and Endeavor owns 34.6%. This amendment updates prior ownership disclosures and includes details about the closing of a $1 billion cash 'Drop Down' transaction involving Endeavor and the issuance of OpCo Units and Class B Common Stock to Endeavor as part of this acquisition of equity interests in certain subsidiaries. The agreement allows for the exchange of these securities for Class A Common Stock. Additionally, aspects of the related Exchange Agreement and Registration Rights Agreement are summarized, highlighting obligations for registration of securities and listing on Nasdaq. Items 4 and 6 incorporate previous disclosures related to ownership and transactions.

Form Type: DEF 14A

Filing Date: 2025-04-10

Corporate Action: Merger

Type: Update

Accession Number: 000130817925000434

Filing Summary: Diamondback Energy, Inc. is hosting its Annual Meeting of Stockholders on May 21, 2025. Key proposals include the election of 13 directors, an advisory vote on executive officer compensation, ratification of independent auditors, and consideration of a stockholder proposal regarding executive severance arrangements. The meeting’s quorum requires stockholders of record from April 1, 2025, to participate. A transition plan has been announced with Travis D. Stice stepping down as CEO to become Executive Chairman, while Kaes Van’t Hof will assume the CEO position. The meeting will also address the strategic ramifications of the recently completed $26 billion merger with Endeavor Energy Resources that closed on September 10, 2024. Following the merger, Diamondback entered into the Stephens Stockholders Agreement allowing former Endeavor holders to appoint directors to Diamondback’s board. The company aims to sustain stockholder engagement, focusing on corporate governance and sustainability initiatives.

Form Type: 8-K

Filing Date: 2025-03-21

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125009880

Filing Summary: On March 21, 2025, Diamondback Energy, Inc. entered into a Term Loan Credit Agreement with Diamondback E&P LLC and Bank of America, N.A. to facilitate its acquisition of DE Permian, LLC, DE IV Combo, LLC, and DE IV Operating, LLC, which are subsidiaries of Double Eagle IV Midco, LLC. The Agreement allows for borrowing up to $1.5 billion to cover the cash consideration of the acquisition and associated costs. The loans will mature two years after the closing date and will accrue interest based on a fluctuating rate. Additionally, a fifteenth amendment to the existing Revolving Credit Agreement was established to align terms with the new loan agreement, but other terms and interest rates remain unchanged. The document includes standard representations and warranties, covenants, and conditions under which the loans are subject, while also detailing the potential events of default related to the financing arrangements.

Form Type: 8-K

Filing Date: 2025-03-10

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125007771

Filing Summary: On March 6, 2025, Diamondback Energy, Inc. entered into an Underwriting Agreement to issue $1,200,000,000 in aggregate principal amount of 5.550% Senior Notes due 2035. The Notes will be the senior unsecured obligations of Diamondback and its subsidiary, Diamondback E&P LLC, and will rank equally with existing senior debt. The public offering price was set at 99.937% of the principal amount, and the sale is expected to close on March 20, 2025. The proceeds from this offering, estimated at approximately $1.19 billion after expenses, are intended for general corporate purposes, including the acquisition of subsidiaries from Double Eagle IV Midco, LLC. The Underwriting Agreement involves customary representations and indemnification provisions and is supported by certain underwriters investing in the company's financial dealings. A press release detailing the pricing of the Notes was also issued on March 6, 2025, accompanying this filing.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-02-03

Corporate Action: Acquisition

Type: Update

Accession Number: 000131586325000122

Filing Summary: On February 3, 2025, Diamondback Energy, Inc. filed Amendment No. 3 to its Schedule 13D with the SEC regarding its ownership stake in Viper Energy, Inc. The amendment details Diamondback's beneficial ownership, stating it owns 39.4% of Viper’s Class A Common Stock, while its subsidiary, Diamondback E&P LLC, owns 5.8%. This ownership is based on Viper's reported total of 131,313,142 outstanding shares of Class A Common Stock as of the same date. A definitive equity purchase agreement (the "Purchase Agreement") was executed on January 30, 2025, between the Endeavor Subsidiaries (subsidiaries of Diamondback) and Viper Energy Partners LLC, facilitating the acquisition of the Endeavor Subsidiaries. The purchase includes $1.0 billion in cash and the issuance of 69,626,640 OpCo Units along with an equal number of Class B shares. Completion of the acquisition awaits shareholder approval and regulatory clearance, with expectations to close in Q2 2025. The document outlines conditions needing satisfaction for the acquisition, alongside the need for a majority vote during a forthcoming special meeting of Viper’s stockholders. Additionally, it references a concurrent equity offering by Viper to finance parts of this transaction, entailing the public sale of 24,640,000 shares of Class A Common Stock at $44.50 each, which will also increase the overall shares of Class A stock by approximately 28,336,000 shares.