8-KAcquisitions & DispositionsMaterial AgreementsSecurities & Listing+3

Diamondback Energy, Inc. 8-K Report, Material Agreement (Mar 6, 2017)

Filed March 6, 2017For Securities:FANG

Summary

Diamondback Energy, Inc. (FANG) announced the completion of a significant asset acquisition from Brigham Resources Operating, LLC and Brigham Resources Midstream, LLC. This acquisition, valued at approximately $2.55 billion, was a substantial transaction comprising $1.62 billion in cash and the issuance of 7.69 million shares of Diamondback's common stock. The newly acquired assets are expected to bolster Diamondback's existing operations and expand its footprint in key resource plays. In conjunction with the acquisition, Diamondback also entered into a Registration Rights Agreement related to the issued shares. This agreement ensures that the sellers will have rights to register these shares for resale under the Securities Act, providing a pathway for liquidity. The company also issued a press release on March 1, 2017, confirming the closing of this material transaction, which is a key event for investors to note regarding the company's growth strategy and capital structure.

Key Highlights

  • 1Completion of a material asset acquisition from Brigham Resources for approximately $2.55 billion.
  • 2Transaction includes $1.62 billion in cash and 7.69 million shares of Diamondback common stock.
  • 3Acquisition of assets is expected to enhance Diamondback's operational scale and resource base.
  • 4Entered into a Registration Rights Agreement concerning the 7.69 million shares issued to sellers.
  • 5Registration Rights Agreement provides for the resale of issued shares under the Securities Act.
  • 6Press release issued on March 1, 2017, confirming the closing of the acquisition.

Frequently Asked Questions

The total consideration for the acquisition was approximately $2.55 billion, consisting of $1.62 billion in cash and 7.69 million shares of Diamondback's common stock.

The Registration Rights Agreement grants the sellers rights to register the 7.69 million shares of Diamondback common stock for resale under the Securities Act. This allows Diamondback to facilitate the future sale of these shares by the sellers.

The acquisition was completed on February 28, 2017, with the company officially announcing the closing via press release on March 1, 2017.

No, the 7.69 million shares were issued in reliance on an exemption from registration requirements under Section 4(a)(2) of the Securities Act, as a private placement not involving a public offering.