Diamondback Energy Files 8-K for Material Agreement

TL;DR

DBK filed an 8-K for a big deal, more details to come.

AI Summary

Diamondback Energy, Inc. filed an 8-K on March 18, 2024, to report the entry into a material definitive agreement and to file financial statements and exhibits. The filing does not contain specific details about the agreement or financial figures within the provided text.

Why It Matters

This filing indicates a significant business transaction or event for Diamondback Energy, Inc., requiring disclosure to investors.

Risk Assessment

Risk Level: low — The filing is a standard disclosure and does not inherently present new risks without further details on the agreement.

Key Players & Entities

• Diamondback Energy, Inc. (company) — Registrant
• March 18, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — ich registered Common stock, par value $0.01 per share FANG The Nasdaq Stock Mar

Filing Documents

• ny20021341x11_8k.htm (8-K) — 44KB
• ny20021341x11_ex2-1.htm (EX-2.1) — 500KB
• 0001140361-24-013891.txt ( ) — 747KB
• fang-20240318.xsd (EX-101.SCH) — 4KB
• fang-20240318_lab.xml (EX-101.LAB) — 21KB
• fang-20240318_pre.xml (EX-101.PRE) — 16KB
• ny20021341x11_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. As previously announced, Diamondback Energy, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (as amended, supplemented or otherwise modified, the "Merger Agreement"), by and among the Company, Eclipse Merger Sub I, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company ("Merger Sub I"), Eclipse Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company ("Merger Sub II"), Endeavor Manager, LLC, a Texas limited liability company (the "Company Representative") (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, a Texas limited liability company ("Endeavor"). The Merger Agreement provides that at the Closing, the Company will enter into a stockholders agreement (the "Stockholders Agreement"), in the form set forth in an exhibit to the Merger Agreement, with Endeavor's equityholders (the "Endeavor Stockholders") receiving the Company's common stock ("Company Common Stock") as consideration under the terms of the Merger Agreement. On March 18, 2024, the Company, Merger Sub I, Merger Sub II, the Company Representative and Endeavor entered into an amendment to the Merger Agreement (the "Merger Agreement Amendment"). The Merger Agreement Amendment amended and restated the form of Stockholders Agreement to (i) remove certain provisions that would have restricted the Endeavor Stockholders from transferring their shares of Company Common Stock to an "Activist Stockholder" (as defined in the prior form of Stockholders Agreement) and (ii) revise the voting obligations of the Endeavor Stockholders in Company director elections, which will apply so long as they hold at least 20% of the outstanding shares of Company Common Stock, from (A) as recommended by the board of directors of the Company to (B) in the same proportion as other stockholders of the Company. The foregoing

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 2.1 Letter Agreement, amending the Merger Agreement, by and among the Company, Endeavor, Merger Sub I, Merger Sub II and the Company Representative, dated March 18, 2024 99.1* Form of Stockholders Agreement, by and among the Company and the stockholders party thereto (included as Exhibit A to Exhibit 2.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). *Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K promulgated by the SEC. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. Additional Information about the Acquisition and Where to Find It In connection with the potential transaction between Diamondback and Endeavor, Diamondback expects to file relevant materials with the SEC including a proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, Diamondback will mail the definitive proxy statement to each stockholder entitled to vote at the meeting relating to the proposed transaction. This Current Report on Form 8-K is not a substitute for the proxy statement or for any other document that Diamondback may file with the SEC and send to its stockholders in connection with the proposed transaction. INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT DIAMONDBACK WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE PARTIES TO THE TRANSACTION. The definitive proxy statement, the preliminary proxy statement, and other relevant materials in connection with the transaction (when they become available) and any other documents filed by Diamondback with the SEC, m

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DIAMONDBACK ENERGY, INC. Date: March 18, 2024 By: /s/ Kaes Van't Hof Name: Kaes Van't Hof Title: President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR