8-KAcquisitions & DispositionsFinancial EventsOther Events+1

Diamondback Energy, Inc. 8-K Report, Acquisition Completed (Mar 17, 2021)

Filed March 17, 2021For Securities:FANG

Summary

Diamondback Energy, Inc. (FANG) has officially completed its merger with QEP Resources, Inc. effective March 17, 2021. This transaction resulted in QEP Resources becoming a wholly-owned subsidiary of Diamondback. Shareholders of QEP Common Stock received 0.050 shares of Diamondback Common Stock for each share of QEP Common Stock they owned, with adjustments made for outstanding awards and options. Following the merger, Diamondback has also assumed QEP's outstanding debt, totaling approximately $1.6 billion, comprised of senior notes due in 2022, 2023, and 2026. The company had initiated tender offers and consent solicitations to purchase these notes and amend the associated indenture, aiming to eliminate restrictive covenants. Investors should note that these QEP Notes are solely obligations of the former QEP entity and are not guaranteed by Diamondback or its other subsidiaries. The filing also incorporates by reference QEP's audited 2020 financial statements and provides pro forma condensed combined financial information.

Key Highlights

  • 1Completion of the merger between Diamondback Energy, Inc. and QEP Resources, Inc. on March 17, 2021.
  • 2QEP Resources is now a wholly-owned subsidiary of Diamondback Energy.
  • 3QEP shareholders received 0.050 shares of Diamondback Common Stock per share of QEP Common Stock.
  • 4Diamondback has assumed approximately $1.6 billion in QEP senior notes due 2022, 2023, and 2026.
  • 5Diamondback launched tender offers and consent solicitations for the QEP Notes to potentially repurchase them and amend indenture covenants.
  • 6The QEP Notes remain obligations of the former QEP entity and are not guaranteed by Diamondback.
  • 7Incorporation by reference of QEP's 2020 audited financial statements and filing of pro forma combined financial information.

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