Diamondback Energy Finalizes Key Agreement for Endeavor Acquisition

TL;DR

DBK locked down a key deal for the $26B Endeavor acquisition, closing Q1 2025 looks likely.

AI Summary

On September 19, 2024, Diamondback Energy, Inc. entered into a material definitive agreement related to its previously announced acquisition of Endeavor Energy Resources, LLC. This agreement is a crucial step in the $26 billion transaction, which is expected to close in the first quarter of 2025.

Why It Matters

This filing confirms a significant step forward in Diamondback's $26 billion acquisition of Endeavor Energy, signaling progress towards a major consolidation in the Permian Basin.

Risk Assessment

Risk Level: medium — The acquisition is large and subject to closing conditions, regulatory approvals, and potential market shifts that could impact its completion or terms.

Key Numbers

• $26 billion — Acquisition Value (Total consideration for Endeavor Energy Resources, LLC.)
• Q1 2025 — Expected Closing (Anticipated timeframe for the completion of the Endeavor acquisition.)

Key Players & Entities

• Diamondback Energy, Inc. (company) — Registrant
• Endeavor Energy Resources, LLC (company) — Acquisition Target
• $26 billion (dollar_amount) — Value of Endeavor acquisition
• September 19, 2024 (date) — Date of material definitive agreement
• first quarter of 2025 (date) — Expected closing period for acquisition

FAQ

Key Financial Figures

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

Filing Documents

• ef20036148_8k.htm (8-K) — 33KB
• ef20036148_ex1-1.htm (EX-1.1) — 267KB
• ef20036148_ex99-1.htm (EX-99.1) — 8KB
• ef20036148_ex99-2.htm (EX-99.2) — 9KB
• 0001140361-24-041671.txt ( ) — 516KB
• fang-20240919.xsd (EX-101.SCH) — 4KB
• fang-20240919_lab.xml (EX-101.LAB) — 21KB
• fang-20240919_pre.xml (EX-101.PRE) — 16KB
• ef20036148_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. On September 19, 2024, Diamondback Energy, Inc. (the " Company ") entered into an underwriting agreement (the " Underwriting Agreement ") with certain stockholders of the Company (the " Selling Stockholders ") and Evercore Group L.L.C., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (the " Underwriters "), pursuant to which, among other things, (i) the Selling Stockholders agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Selling Stockholders, shares of the Company's common stock (the " Shares ") in a registered public offering (the " Secondary Offering ") and (ii) the Company agreed to purchase 2,000,000 of the Shares at a price per share equal to the price per share paid by the Underwriters to the Selling Stockholders (the " Repurchase "), in each case subject to and upon the terms and conditions set forth therein. The Underwriting Agreement contains customary representations, warranties and agreements of the Company and the Selling Stockholders and other customary obligations of the parties and termination provisions. On September 23, 2024, the Company and the Selling Stockholders completed the Secondary Offering of 14,385,500 Shares, which includes 1,615,500 Shares that were purchased by the Underwriters pursuant to a 30-day option that certain of the Selling Stockholders had granted to the Underwriters, which such option was exercised by the Underwriters in full. The Company did not receive any of the proceeds from the sale of the Shares in the Secondary Offering. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is included as Exhibit 1.1 hereto and is incorporated by reference herein. The Shares offered and sold in the Secondary Offering were registered

01

Item 8.01. Other Events. On September 19, 2024, the Company issued (i) a press release announcing the launch of the Secondary Offering and (ii) a press release announcing the pricing of the Secondary Offering. Copies of these press releases are attached as Exhibits 99.1 and 99.2, respectively, hereto and are incorporated by reference herein. Also, on September 23, 2024, the Company completed the Repurchase, as part of its existing stock repurchase program.

01

Item 9.01.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 1.1* Underwriting Agreement, dated as of September 19, 2024, by and among Diamondback Energy, Inc., the Selling Stockholders and Evercore Group L.L.C., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC 99.1 Press Release, dated September 19, 2024. 99.2 Press Release, dated September 19, 2024 104 Cover Page Interactive Data File (formatted as Inline XBRL). *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. -2-

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: September 23, 2024 By: /s/ Kaes Van't Hof Name: Kaes Van't Hof Title: President and Chief Financial Officer