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Diamondback Energy, Inc. 8-K Report, Unregistered Securities Sale (Feb 18, 2025)

Filed February 18, 2025For Securities:FANG

Summary

Diamondback Energy, Inc. (FANG) has announced a significant acquisition through a definitive securities purchase agreement to acquire substantially all of the assets of Double Eagle IV Midco, LLC. This strategic move involves acquiring three wholly owned subsidiaries of the Seller: DE Permian, LLC, DE IV Combo, LLC, and DE IV Operating, LLC. The transaction is valued at approximately $3.0 billion in cash and the issuance of roughly 6.9 million shares of Diamondback's common stock, subject to customary adjustments. This acquisition is expected to bolster Diamondback's presence, likely in the Permian Basin given the subsidiary names. The company plans to fund the cash portion of the deal through a combination of existing cash reserves, its revolving credit facility, and potentially new term loans or senior notes. The issuance of common stock will be made under a Section 4(a)(2) exemption, indicating a private placement not requiring public registration. The closing of this acquisition is anticipated for April 1, 2025, pending the fulfillment of closing conditions and regulatory approvals. Investors should monitor the integration of these assets and the impact on Diamondback's production and financial leverage.

Key Highlights

  • 1Diamondback Energy (FANG) to acquire substantially all assets of Double Eagle IV Midco, LLC for $3.0 billion cash and ~6.9 million shares of FANG common stock.
  • 2Acquisition targets three wholly owned subsidiaries of the Seller: DE Permian, LLC, DE IV Combo, LLC, and DE IV Operating, LLC.
  • 3Transaction expected to close on April 1, 2025, subject to customary closing conditions and regulatory approval.
  • 4Cash portion of the acquisition to be funded by cash on hand, credit facility borrowings, and/or proceeds from term loans and senior notes offerings.
  • 5Shares issued as consideration are exempt from registration under Section 4(a)(2) of the Securities Act.
  • 6The company issued a press release on February 18, 2025, to announce the acquisition.

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