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Diamondback Energy, Inc. Announces Drop Down Transaction
FANGDiamondback Energy(FANG) Newsfilter·2025-01-30 21:01

Transaction Details - Diamondback Energy has entered into a definitive purchase agreement with its subsidiary Viper Energy to sell certain mineral and royalty interests for 1billionincashandapproximately69.6millionunitsofVipersoperatingsubsidiary(OpCoUnits)[1]Thetransactionisvaluedatatotalof1 billion in cash and approximately 69.6 million units of Viper's operating subsidiary (OpCo Units) [1] - The transaction is valued at a total of 4.45 billion based on the volume weighted average sales price of Viper's common stock for the 30-trading day period ending on January 24, 2025 of $49.55 [2] - The tax advantaged OpCo units will be issued together with an equal number of shares of Class B common stock of Viper and are exchangeable for shares of Class A common stock of Viper [1] Strategic Rationale - The Drop Down transaction is a major milestone in the continued synergy capture and execution of corporate development objectives related to the Endeavor transaction [3] - The transaction will accelerate debt reduction and increase Diamondback's exposure to Viper's differentiated growth profile and market-leading minerals position [3] Transaction Timeline and Funding - Diamondback expects the transaction to close in the second quarter of 2025, subject to the satisfaction of customary closing conditions and approval by Viper's stockholders [3] - Viper expects to fund the cash portion of the transaction through a combination of cash on hand, borrowings under its credit facility, and proceeds from one or more capital markets transactions [2] Advisors - RBC Capital Markets is serving as financial advisor to Diamondback, while Kirkland & Ellis LLP is acting as legal advisor to Diamondback [4] - Evercore is acting as financial advisor to the Audit Committee of Viper's Board of Directors, and Hunton Andrews Kurth LLP is acting as legal advisor to Viper's Audit Committee [4] Company Overview - Diamondback is an independent oil and natural gas company headquartered in Midland, Texas, focused on the acquisition, development, exploration, and exploitation of unconventional, onshore oil and natural gas reserves in the Permian Basin in West Texas [5]