8-KMaterial AgreementsFinancial EventsExhibits & Filings

Diamondback Energy, Inc. 8-K Report, Material Agreement (Mar 21, 2025)

Filed March 21, 2025For Securities:FANG

Summary

Diamondback Energy, Inc. (FANG) has filed an 8-K report detailing a new $1.5 billion unsecured Term Loan Credit Agreement. This facility is specifically designed to fund a portion of the cash consideration and associated costs for Diamondback's pending acquisition of subsidiaries from Double Eagle IV Midco, LLC. The term loan will be available on a single borrowing basis on the Closing Date and matures two years thereafter, bearing interest at rates tied to the alternate base rate or adjusted Term SOFR, plus an applicable margin based on the company's credit ratings. The agreement includes customary covenants and events of default. In addition, Diamondback Energy entered into a fifteenth amendment to its existing Revolving Credit Agreement. This amendment aligns the representations and warranties required for future revolving borrowings with those of the new Term Loan Agreement, ensuring consistency in financial reporting and operational requirements. The core terms, including interest rates, of the Revolving Credit Agreement remain unchanged. These financings are crucial for facilitating Diamondback's strategic acquisition, underscoring the company's proactive approach to managing its capital structure to support growth initiatives.

Key Highlights

  • 1Execution of a $1.5 billion unsecured Term Loan Credit Agreement to finance the pending acquisition of DE Permian, LLC, DE IV Combo, LLC, and DE IV Operating, LLC.
  • 2The Term Loan Agreement will be used to fund a portion of the cash consideration and related expenses for the Double Eagle IV Midco, LLC acquisition.
  • 3The term loan will be funded in a single borrowing on the Closing Date and matures two years from the Closing Date.
  • 4Borrowings under the Term Loan Agreement will bear interest at fluctuating rates (alternate base rate or adjusted Term SOFR) plus an applicable margin based on Diamondback's credit ratings.
  • 5The Term Loan Agreement contains customary covenants, representations and warranties, and events of default, including provisions related to change of control.
  • 6Fifteenth amendment to the Revolving Credit Agreement executed to align representations and warranties with the new Term Loan Agreement.
  • 7Interest rates and other terms of the Revolving Credit Agreement remain unchanged after the amendment.

Frequently Asked Questions

The $1.5 billion unsecured Term Loan Credit Agreement is intended to provide funding for a portion of the cash consideration and associated fees and expenses related to Diamondback Energy's pending acquisition of three subsidiaries from Double Eagle IV Midco, LLC.

The term loan will be borrowed in a single installment on the Closing Date and matures two years from the Closing Date. Interest rates are variable, based on either the alternate base rate or adjusted Term SOFR, plus an applicable margin determined by Diamondback's senior unsecured long-term debt credit ratings. The loan is unsecured and carries customary covenants and events of default.

The fifteenth amendment to the Revolving Credit Agreement primarily ensures consistency by aligning the representations and warranties required for future revolving borrowings with those of the new Term Loan Agreement. The existing terms, including interest rates, of the Revolving Credit Agreement remain unchanged.

The availability of the loans under the Term Loan Agreement is subject to the satisfaction or waiver of certain customary closing conditions. The funds will be borrowed in a single installment on the 'Closing Date', which is the date these conditions are met.