M&A - Viper Energy, Inc.

Form Type: 425

Filing Date: 2025-06-03

Corporate Action: Merger

Type: New

Accession Number: 000119312525133792

Filing Summary: On June 2, 2025, Viper Energy, Inc. entered into an Agreement and Plan of Merger with Sitio Royalties Corp. and other related entities, which allows Viper to acquire Sitio in an all-equity transaction valued at approximately $4.1 billion, including Sitio's net debt. Each Sitio stockholder will receive 0.4855 shares of Class A common stock of the new holding company for each share of Sitio they own. This transaction has been approved by the Boards of Directors of both companies and significant Sitio stockholders. The deal is currently subject to regulatory approvals and is anticipated to close in Q3 2025. The merger aims to create a leading entity within the minerals and royalty sector, enhancing Viper's production portfolio and financial stability. Viper has also announced a 10% increase to its base dividend to $1.32 per share annually. The strategic rationale of the merger includes achieving substantial scale, meaningful financial accretion, and anticipated annual synergies exceeding $50 million. This merger positions the combined entity for competitive growth in the market.

Form Type: 8-K

Filing Date: 2025-06-03

Corporate Action: Merger

Type: New

Accession Number: 000119312525133733

Filing Summary: On June 2, 2025, Viper Energy, Inc. and Viper Energy Partners LLC entered into a Merger Agreement with Sitio Royalties Corp and its associated entities, to form a new parent company through a series of mergers. Under the terms of the agreement, Viper will acquire Sitio in an all-equity transaction where Sitio Merger Sub will merge with Sitio, while Viper Merger Sub will merge with Viper, and Viper Opco will merge with Sitio Opco. Upon completion, former Viper and Sitio stockholders will hold approximately 80% and 20% of the new entity, respectively. A joint press release was issued on June 3, 2025, announcing the mergers, along with an investor presentation made available on Viper's website. The communication also includes forward-looking statements and outlines risks and uncertainties associated with the business combination, emphasizing the importance of regulatory approvals and shareholder consent for the merger.

Form Type: 8-K

Filing Date: 2025-05-05

Corporate Action: Acquisition

Type: New

Accession Number: 000160206525000027

Filing Summary: On May 1, 2025, Viper Energy, Inc. completed the acquisition of equity interests of Endeavor Energy Resources, L.P. and associated subsidiaries under a definitive equity purchase agreement. The Drop Down for total consideration involved $1.0 billion in cash and the issuance of 69,626,640 OpCo Units along with an equivalent number of shares of Viper's Class B common stock. The acquired Endeavor Mineral and Royalty Interests cover approximately 22,847 net royalty acres in the Permian Basin, with about 69% of these acres operated by Diamondback Energy, Inc., the parent company. The acquisition was financed through proceeds from a public stock offering and borrowings from the Operating Company’s revolving credit. The transaction received approval from Viper's audit committee and the majority of stockholders at a special meeting held on May 1, 2025. Additionally, Diamondback Energy holds approximately 53.7% of Viper’s outstanding common stock following the completion of the transaction. The equity issuance associated with the acquisition was deemed exempt from registration under the Securities Act. This report incorporates relevant details of the special meeting and the voting results on key proposals regarding the acquisition.

Form Type: 8-K

Filing Date: 2025-04-23

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525091371

Filing Summary: On January 30, 2025, Viper Energy, Inc., a subsidiary of Diamondback Energy, entered into a definitive equity purchase agreement for the acquisition of all equity interests of Endeavor Energy Resources and related subsidiaries (collectively, the 'Endeavor Subsidiaries'). This acquisition, referred to as the 'Pending Drop Down', requires approval from Viper's stockholders, with a special meeting scheduled for May 1, 2025. Subsequently, Viper has received demand letters from purported stockholders and two court complaints in New York alleging material omissions in the Proxy Statement issued on March 31, 2025. In efforts to address potential concerns and avoid litigation distractions, Viper is supplementing the Proxy Statement with additional disclosures. The company maintains that the original disclosures comply with applicable laws and asserts that the claims made against it lack merit. Viper has provided detailed financial analyses and future cash flow estimates as part of the Proxy Statement, showing ranges of implied equity values per share of its Class A Common Stock, compared to its closing price on January 24, 2025.

Form Type: DEFA14A

Filing Date: 2025-04-23

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525091380

Filing Summary: Viper Energy, Inc. has filed a DEF 14A related to its proposed acquisition of all equity interests of Endeavor Energy Resources' subsidiaries, as outlined in a Purchase Agreement dated January 30, 2025. A Proxy Statement was filed on March 31, 2025, to solicit votes from stockholders for the special meeting scheduled for May 1, 2025. This includes the notable prerequisite of securing approval from the majority of stockholders excluding Diamondback Energy and its subsidiaries. The acquisition process has been complicated by demand letters and numerous complaints filed by purported stockholders alleging material omissions in the Proxy Statement. Viper asserts that the disclosures made in the Proxy Statement comply with applicable law, and it is supplementing the Proxy Statement to address the claims without admitting any wrongdoing. The supplemental disclosures are intended to clarify previously disclosed information and do not imply necessity under any law. Potential risks include the possibility of further lawsuits or demands. Viper's position is that compliance with the disclosure obligations has been adequately fulfilled and that the claims from stockholders lack merit.

Form Type: S-3ASR

Filing Date: 2025-04-01

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525070518

Filing Summary: Viper Energy, Inc. has filed a registration statement for the proposed resale of up to 12,493,967 shares of its Class A common stock. This includes 10,093,670 shares to be issued to Tumbleweed Royalty IV, LLC (TWR IV) and 2,400,297 shares for certain affiliates of Morita Ranches Minerals, LLC, linked to their respective acquisitions. The TWR IV Acquisition, completed on October 1, 2024, involved acquiring all outstanding equity interests from TWR IV for a total of approximately $464.2 million in cash and the issuance of OpCo Units. Similarly, the Morita Ranches Acquisition on February 14, 2025, involved acquiring net royalty acres for $211 million in cash and issuance of OpCo Units. This registration will allow TWR IV and Morita Ranches' affiliates to sell their shares, with the offering occurring from time to time after the registration becomes effective. The document provides risk factors associated with these investments and a plan for distribution of the shares.

Form Type: DEFM14A

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525067943

Filing Summary: Viper Energy, Inc. intends to acquire all outstanding equity interests of Endeavor Energy Resources' subsidiaries through a Drop Down Purchase Agreement announced on January 30, 2025. The acquisition will involve a total consideration of $1 billion in cash and 69,626,640 units representing limited liability interests in Viper's subsidiary, Viper Energy Partners LLC, alongside an equivalent number of shares in Viper’s Class B common stock. Following the completion of this acquisition, Diamondback Energy, Inc. will hold about 52% of Viper's outstanding shares, with existing Unaffiliated Stockholders owning roughly 48%. The agreement seeks shareholder approval in a special meeting scheduled for May 1, 2025, where key proposals related to the purchase agreement will be voted on.

Form Type: PREM14A

Filing Date: 2025-03-21

Corporate Action: Acquisition

Type: Preliminary

Accession Number: 000119312525060337

Filing Summary: On January 30, 2025, Viper Energy, Inc. entered into a definitive equity purchase agreement, called the Drop Down Purchase Agreement, to acquire all issued and outstanding equity interests of Endeavor Energy Resources' subsidiaries, termed the Endeavor Subsidiaries. The acquisition involves a total cash consideration of $1.0 billion alongside 69,626,640 units representing LLC interests in Viper's operating subsidiary, Viper Energy Partners LLC, plus an equivalent number of Viper's Class B common stock shares. The transaction remains subject to stockholder and regulatory approvals, with stakeholders invited to vote at a special meeting. Following the acquisition, Diamondback Energy, Inc. will reportedly hold about 52% of Viper's common stock, while existing shareholders will retain approximately 48%. Shareholders are encouraged to vote on three proposals during the special meeting: the Drop Down Proposal, the Equity Issuance Proposal, and an Adjournment Proposal, all contingent upon sufficient votes for passage. The Viper Board fully supports the transaction and recommends affirmative votes on all proposals to facilitate the acquisition.

Form Type: 424B5

Filing Date: 2025-02-03

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525018570

Filing Summary: On February 3, 2025, Viper Energy, Inc. is offering 24,640,000 shares of its Class A common stock at a public offering price of $44.50 per share, totaling approximately $1.09 billion. Additionally, underwriters have a 30-day option to purchase an additional 3,696,000 shares. The company completed a conversion from a Delaware limited partnership to a Delaware corporation on November 13, 2023. Significant recent acquisitions include the completion of the TWR IV Acquisition on October 1, 2024, and a pending acquisition of the Endeavor Subsidiaries for $1 billion in cash and additional equity. The company has shown strong production metrics with average net production of approximately 49,370 BOE/d in Q3 2024 and reported net income of $149.2 million attributable to Viper Energy, Inc. by September 30, 2024. The anticipated acquisition completion is expected during the second quarter of 2025, pending approvals and conditions.

Form Type: 8-K

Filing Date: 2025-02-03

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525019284

Filing Summary: On January 30, 2025, Viper Energy, Inc. entered into an Underwriting Agreement with leading financial institutions for a public offering of 24,640,000 shares of its Class A common stock, plus an additional 3,696,000 shares allocated for underwriters' option, priced at $44.50 per share. The total proceeds from the sale amounted to approximately $1.2 billion. The funds will primarily be used to finance a pending acquisition of the equity interests in certain subsidiaries owned by Diamondback Energy, which are involved in mineral and royalty interests. Should the acquisition not proceed, the proceeds will be used for general corporate purposes. The Underwriting Agreement includes commitments from Viper and its leadership not to sell additional shares without prior consent for a designated period. The offering is conducted under Viper’s effective automatic shelf registration statement filed in 2024 and incorporates various exhibits, including a legal opinion on the stock's issuance.

Form Type: DEFA14A

Filing Date: 2025-01-31

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525017766

Filing Summary: Viper Energy, Inc. has announced its entry into a definitive equity purchase agreement on January 30, 2025, to acquire certain mineral and royalty-interest owning subsidiaries from Diamondback Energy, Inc. for a total consideration of $1.0 billion in cash and 69.6 million OpCo units. Concurrently, Viper is also acquiring mineral and royalty interests from Morita Ranches Minerals LLC for $211 million in cash and 2.4 million OpCo units. The transactions are expected to close in Q1 and Q2 of 2025, respectively, subject to approval from the shareholders not affiliated with Diamondback. The acquisitions are intended to significantly expand Viper’s asset base and enhance production capabilities, with expectations of over 18,000 barrels of oil equivalent per day by FY 2025, leading to a financial accretion that is anticipated to be greater than 10% to cash available for distribution per Class A share upon closing.

Form Type: 424B5

Filing Date: 2025-01-30

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525017294

Filing Summary: On January 30, 2025, Viper Energy, Inc. entered into a definitive equity purchase agreement to acquire the Endeavor Subsidiaries from Endeavor Energy Resources, LP for a total consideration of $1.0 billion in cash and the issuance of 69,626,640 units representing limited liability company interests in the Operating Company and an equivalent number of shares of Class B common stock. The mineral and royalty interests expected to be acquired represent approximately 22,847 net royalty acres in the Permian Basin, primarily operated by Diamondback Energy, Inc. This acquisition is subject to stockholder approval and regulatory clearance under the Hart-Scott-Rodino Antitrust Improvement Act, with expected completion in the second quarter of 2025. Additionally, Viper Energy aims to fund the cash consideration mainly from the proceeds of this offering of Class A common stock.

Form Type: 8-K

Filing Date: 2025-01-30

Corporate Action: Acquisition

Type: New

Accession Number: 000160206525000003

Filing Summary: On January 30, 2025, Viper Energy, Inc. and Viper Energy Partners LLC entered into a definitive equity purchase agreement with Endeavor Energy Resources, LP to acquire its subsidiaries for a total consideration of $1.0 billion in cash and the issuance of 69,626,640 units representing limited liability company interests and an equivalent number of shares of Class B Common Stock. The acquisition includes approximately 22,847 net royalty acres in the Permian Basin with significant production and well interests. The transaction requires stockholder approval and regulatory clearance under the HSR Act. Additionally, Viper initiated a separate purchase and sale agreement for mineral and royalty interests worth approximately $211 million from Morita Ranches, expected to close in February 2025. The completion of these acquisitions is subject to customary closing conditions and stockholder approvals, with funding anticipated through a combination of cash, borrowings, and capital markets transactions. The document includes representation of the Audit Committee's negotiations and a summary of material agreements involved. Viper disclosed financial results for Q4 2024 simultaneously and provided necessary exhibits detailing financial statements and press releases.