What is the exchange ratio for the Rattler Midstream LP common units to be converted into Diamondback Energy stock?

Each publicly held common unit of Rattler Midstream LP will be converted into 0.113 shares of Diamondback Energy common stock.

Does this merger require a vote from all Rattler Midstream LP unitholders?

No, the merger has been approved by the Conflicts Committee and the General Partner's Board. Crucially, Diamondback's subsidiary, which holds a 'Unit Majority' (more than 50% of the voting power), has already provided its written consent to approve the merger. Therefore, no further vote or consent from other limited partners is required.

What happens to Rattler Midstream LP after the merger is completed?

Rattler Midstream LP will be the surviving entity of the merger, but it will be wholly owned by Diamondback Energy. The publicly traded common units of Rattler Midstream LP will no longer be listed on the Nasdaq Global Select Market.

Are there any conditions that need to be met for the merger to close?

Yes, the completion of the merger is subject to certain customary closing conditions. These include the effectiveness of a registration statement on Form S-4 for the Diamondback shares, authorization for listing of these shares on Nasdaq, accuracy of representations and warranties (subject to materiality standards), and compliance with covenants. The merger also cannot be blocked by any law or injunction, and the written consent cannot be withdrawn.

FANG 8-K: Material Agreements & Shareholder Matters

Summary

Diamondback Energy, Inc. (FANG) has announced a material definitive agreement to acquire all publicly held common units of its subsidiary, Rattler Midstream LP (Rattler). Under the terms of the Merger Agreement, Rattler Midstream LP will merge with a wholly-owned subsidiary of Diamondback, with Rattler surviving as the surviving entity. Public unitholders of Rattler will receive 0.113 shares of Diamondback common stock for each common unit they own. This transaction aims to simplify Diamondback's structure and fully consolidate Rattler's operations under the Diamondback umbrella. The transaction has received approval from the Conflicts Committee of Rattler's General Partner and the General Partner's Board, and crucially, Diamondback's subsidiary (E&P) which holds a majority of Rattler's Class B units has already delivered its written consent to approve the merger. This ensures the transaction will proceed without requiring further approval from other Rattler limited partners. The merger is subject to customary closing conditions, including regulatory approvals and the listing of Diamondback's shares on Nasdaq.

Key Highlights

1Diamondback Energy to acquire all publicly held common units of Rattler Midstream LP.
2Public unitholders of Rattler will receive 0.113 shares of Diamondback common stock per common unit.
3The transaction is structured as a merger where Rattler Midstream LP will survive.
4Diamondback's subsidiary, E&P, has already provided written consent to approve the merger, eliminating the need for further limited partner vote.
5The merger is expected to simplify Diamondback's corporate structure.
6Customary closing conditions apply, including regulatory approvals and listing of Diamondback's shares.
7The merger agreement includes termination rights and expense reimbursement provisions for material breaches.

Diamondback Energy, Inc. 8-K Report, Material Agreement (May 16, 2022)

Summary

Key Highlights

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