Diamondback Energy Files SC 13D/A Amendment for Viper Energy

TL;DR

Diamondback Energy updated its filing on Viper Energy. Keep an eye on Viper.

AI Summary

Diamondback Energy, Inc. filed an amendment (SC 13D/A) on March 7, 2024, regarding its ownership of Viper Energy, Inc. The filing indicates a change in the reporting person's beneficial ownership, though specific new percentages or dollar amounts are not detailed in this excerpt. This amendment updates previous filings concerning Diamondback's stake in Viper Energy.

Why It Matters

This filing signals a potential shift or update in Diamondback Energy's control or influence over Viper Energy, Inc., which could impact Viper's stock performance and strategic direction.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate significant changes in beneficial ownership or control, which can lead to increased volatility and strategic shifts for the subject company.

Key Players & Entities

• Diamondback Energy, Inc. (company) — Reporting Person
• Viper Energy, Inc. (company) — Subject Company
• DIAMONDBACK E&P LLC (company) — Group Member

FAQ

Key Financial Figures

• $0.000001 — (Name of Issuer) Class A Common Stock, $0.000001 Par Value (Title of Class of Securitie
• $14.3812 — om underwriters in a public offering at $14.3812. Recapitalization, Tax Status Election
• $1.0 million — ner made a cash capital contribution of $1.0 million to the Issuer in respect of its general
• $10,000 — LP's common units and a cash amount of $10,000 representing a proportionate return of
• $190.2 million — sued to a subsidiary of Diamondback and $190.2 million in cash, after giving effect to closing
• $27.72 — k (the " 2023 Issuance ") at a price of $27.72 per unit for total net proceeds of appr
• $200.0 million — for total net proceeds of approximately $200.0 million The net proceeds of the 2023 Issuance w

Filing Documents

• form_sc13da-viper.htm (SC 13D/A) — 174KB
• 0001011438-24-000278.txt ( ) — 176KB

Security and

Item 1. Security and Issuer

of this Schedule 13D is hereby amended and restated as follows

Item 1 of this Schedule 13D is hereby amended and restated as follows: This Statement is being filed with respect to Class A Common Stock, $0.000001 par value (" Class A Common Stock "), of Viper Energy, Inc. (the " Issuer "). Prior to the Conversion (as defined below), Viper Energy Partners LP was organized as a limited partnership (such predecessor, " Viper LP ") The address of the principal executive offices of the Issuer is: Issuer: Viper Energy, Inc. 500 West Texas, Suite 100 Midland, Texas 79701

Identity and Background

Item 2. Identity and Background

of this Schedule 13D is hereby amended and restated as follows

Item 2 of this Schedule 13D is hereby amended and restated as follows: (a) This Statement is filed by Diamondback Energy, Inc. (" Diamondback "), a Delaware corporation, and Diamondback E&P LLC (" Diamondback E&P "), a Delaware limited liability company. Diamondback is hereinafter sometimes referred to together with Diamondback E&P each as a " Reporting Person " and collectively the " Reporting Persons ." All disclosures herein with respect to a Reporting Person are made by such Reporting Person. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to such party. (b) The address of the principal business and principal office of the Reporting Persons is c/o Diamondback Energy, Inc., 500 West Texas, Suite 100, Midland, Texas 79701. (c) Diamondback is a publicly traded independent oil and natural gas company focused on the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves in the Permian Basin in West Texas. Diamondback is the parent company of the Issuer. Diamondback E&P is a wholly owned subsidiary of Diamondback. The name and present principal occupation of each director and executive officer of the Reporting Persons (collectively, the " Listed Persons ") are set forth on Exhibit A to this Schedule 13D, which is incorporated herein by reference. (d) During the last five years, neither of the Reporting Persons has been and, to the applicable Reporting Person's knowledge, none of the Listed Persons has been, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither of the Reporting Persons has been and, to the applicable Reporting Persons' knowledge, none of the Listed Persons has been, a party to civil proceeding of a judicial administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decre

Source and

Item 3. Source and Amount of Funds or Other Consideration

of this Schedule 13D is supplemented and superseded, as the case may be, as follows

Item 3 of this Schedule 13D is supplemented and superseded, as the case may be, as follows: The information contained in Item 4 is incorporated herein by reference. All securities were acquired with working capital.

Purpose of

Item 4. Purpose of the Transaction Item 4 of this Schedule 13D is supplemented and superseded, as the case may be, as follows. Information disclosed below regarding issuances or conversions was previously disclosed on the Issuer's or Diamondback's filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, at the appropriate time. 2017 Acquisition On July 21, 2017, Diamondback purchased 700,000 common units representing limited partner interests of Viper LP (" Common Units ") from underwriters in a public offering at $14.3812. Recapitalization, Tax Status Election and Related Transactions In March 2018, the Issuer announced that the board of directors of the general partner (the " General Partner ") of Viper LP unanimously approved a change of their federal income tax status from that of a pass-through partnership to that of a taxable entity via a "check the box" election. In connection with making this election, on May 10, 2018 the Issuer (i) amended and restated their First Amended and Restated Partnership Agreement, which is incorporated by reference herein as Exhibit 99.1 , (ii) amended and restated the First Amended and Restated Limited Liability Company Agreement of Viper Energy Partners LLC (the " Operating Company "), (iii) amended and restated their existing registration rights agreement with Diamondback, which is incorporated by reference herein as Exhibit 99.2 , and (iv) entered into an exchange agreement with Diamondback, the General Partner and the Operating Company, which is incorporated by reference herein as Exhibit 99.3 . Simultaneously with the effectiveness of these agreements, Diamondback delivered and assigned to Viper LP the 73,150,000 Common Units held by Diamondback owned at the time in exchange for (i) 73,150,000 of the Issuer's newly-issued Class B units of Viper LP (the " Class B Units ") and (ii) 73,150,000 newly-issued units of the Operating Company (the " Recapitalization ") pursuant t

Interest in Securities of the

Item 5. Interest in Securities of the Issuer Item 5 of the Schedule 13D is hereby amended and restated as follows. Information disclosed below regarding issuances or conversions was previously disclosed on the Issuer's or the Reporting Person's filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, at the appropriate time. Diamondback (a)-(b) The aggregate number and percentage of Common Units beneficially owned by Diamondback (on the basis of the number of Common Units outstanding (113,882,045 units) as of April 27, 2018, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 2, 2018, as adjusted by the Recapitalization and the 2018 Exchange described above: As of May 10, 2018: a) Amount beneficially owned: 73,150,000 (1) Percentage: 64.2% b) Number of shares to which Diamondback has: i. Sole power to vote or to direct the vote: 73,150,000 (1) ii. Shared power to vote or to direct the vote: 0 iii. Sole power to dispose or to direct the disposition of: 73,150,000 (1) iv. Shared power to dispose or to direct the disposition of: 0 (1) Includes 72,418,500 Class B Units of Viper Energy Partners LP and 72,418,500 OpCo Units. As of May 10, 2018, Diamondback had the right to exchange their Class B Units and an equal number of OpCo Units on a one-for-one basis for Common Units. (a)-(b) The aggregate number and percentage of Common Units beneficially owned by Diamondback (on the basis of the number of Common Units outstanding (62,653,583 units) as of October 25, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 30, 2019: As of October 1, 2019 a) Amount beneficially owned: 91,441,446 (1) Percentage: 59.6% b) Number of shares to which Diamondback has: i. Sole power to vote or to direct the vote: 91,441,446 (1) ii. Shared power to vote or to direct the vote: 0 iii. Sole power

View Full Filing

View this SC 13D/A filing on SEC EDGAR