Diamondback Energy Inc

8. DEBT

The Company’s debt consisted of the following as of the dates indicated:

(1) At the effective time of the QEP Merger, QEP became a wholly owned subsidiary of the Company and remained the issuer of these senior notes.

(2) Represents the unamortized basis adjustment related totwo receive-fixed, pay variable interest rate swap agreements which were previously designated as fair value hedges of the Company’s $1.2 billion 3.500% fixed rate senior notes due 2029. These swaps were dedesignated in the second quarter of 2022 as discussed further in Note 12—Derivatives.

Debt maturities as of December 31, 2023, excluding debt issuance costs, premiums and discounts and the unamortized basis adjustment of dedesignated interest rate swap agreements are as follows:

References in this section to the Company shall mean Diamondback Energy, Inc. and Diamondback E&P, collectively, unless otherwise specified.

Second Amended and Restated Credit Facility

The Company maintains a credit agreement, as amended, which provides for a maximum credit amount of $1.6 billion, which may be further increased to a total maximum commitment of $2.6 billion. As of December 31, 2023, the Company hadno outstanding borrowings under the credit agreement and $1.6 billion available for future borrowings. The weighted average interest rate on borrowings under the credit agreement was 6.31%,3.91% and 1.67% for the years ended December 31, 2023, 2022 and 2021, respectively. During the second quarter of 2023, the Company exercised an election to extend the maturity date of the credit agreement by one year to June 2, 2028, which may be further extended byone one-year extension pursuant to the terms set forth in the credit agreement.

Outstanding borrowings under the credit agreement bear interest at a per annum rate elected by Diamondback E&P that is equal to (i) term SOFR plus 0.10% (“Adjusted Term SOFR”) or (ii) an alternate base rate (which is equal to the greatest of the prime rate, the Federal Funds effective rate plus 0.50%, and 1-month Adjusted Term SOFR plus 1.0%), in each case plus the applicable margin. After giving effect to the amendment, (i) the applicable margin ranges from 0.125% to 1.000% per annum in the case of the alternate base rate, and from 1.125% to 2.000% per annum in the case of Adjusted Term SOFR, in each case based on the pricing level, and (ii) the commitment fee ranges from 0.125% to 0.325% per annum on the average daily unused portion of the commitments, based on the pricing level. The pricing level depends on the Company’s long-term senior unsecured debt ratings.

The credit agreement contains a financial covenant that requires us to maintain a Total Net Debt to Capitalization Ratio (as defined in the credit agreement) of no more than 65%. As of December 31, 2023, the Company was in compliance with all financial maintenance covenants under the revolving credit facility, as then in effect.

2023 Issuance of Notes

Viper 2031 Notes

On October 19, 2023, Viper completed an offering of $400 million in aggregate principal amount of its 7.375% Senior Notes maturing on November 1, 2031 (the “Viper 2031 Notes”). Viper received net proceeds of approximately $394 million, after deducting the initial purchasers’ discount and transaction costs, from the Viper 2031 Notes. Viper loaned the gross proceeds to Viper LLC, which used the proceeds to partially fund the cash portion of the GRP Acquisition.

2023 Retirement of Notes

In the second quarter of 2023, the Company repurchased principal amounts of $30 million of its 3.250% Senior Notes due 2026 and $100 million of its 3.500% Senior Notes due 2029 for total cash consideration, including accrued interest paid, of $124 million. These repurchases resulted in an immaterial loss on extinguishment of debt during the year ended December 31, 2023.

The Company redeemed the principal amount of its $10 million 5.250% Senior Notes due 2023 at maturity on May 1, 2023.

2022 Issuance of Notes

2053 Notes Offering

On December 13, 2022, the Company issued $650 million aggregate principal amount of 6.250% Senior Notes due March 15, 2053 (the “2053 Notes”) and received net proceeds of $643 million, after deducting debt issuance costs and discounts of $7 million and underwriting discounts and offering expenses. Interest on the 2053 Notes is payable semi-annually on March 15 and September 15 of each year, beginning on March 15, 2023.

2033 Notes Offering

On October 28, 2022, the Company issued $1.1 billion of 6.250% Senior Notes due March 15, 2033 (the “2033 Notes”) and received net proceeds of $1.1 billion, after deducting debt issuance costs and discounts of $15 million and underwriting discounts and offering expense. Interest on the 2033 Notes is payable semi-annually on March 15 and September 15 of each year, beginning on March 15, 2023.

2052 Notes Offering

On March 17, 2022, the Company issued $750 million aggregate principal amount of 4.250% Senior Notes due March 15, 2052 (the “2052 Notes”) and received net proceeds of $739 million, after deducting debt issuance costs and discounts of $11 million and underwriting discounts and offering expenses. Interest on the 2052 Notes is payable semi-annually on March 15 and September 15 of each year, beginning on September 15, 2022.

2022 Retirement of Notes

In the third quarter of 2022, the Company fully redeemed the $25 million principal amount of the outstanding 5.375% Notes due 2022 and fully repaid at maturity the $20 million principal amount of the outstanding 7.320% Medium-term Notes, Series A due 2022. The Company funded these transactions with cash on hand.

Additionally, the Company used a portion of the net proceeds from the 2033 Notes offering to fund, in full, the redemption of the $500 million principal amount of Rattler’s 5.625% Senior Notes due 2025. The redemption included a premium and accrued and unpaid interest for a total cash consideration of $522 million. These redemptions resulted in an immaterial loss on extinguishment of debt.

In the second quarter of 2022, the Company repurchased principal amounts of $27 million of its 7.125% Medium-term Notes due 2028, $111 million of its 3.125% Senior Notes due 2031, $179 million of its 3.500% Senior Notes due 2029 and $20 million of its 3.250% Senior Notes due 2026 for total cash consideration, including accrued interest of $322 million.

Additionally, during the second quarter of 2022, Viper repurchased $50 million in principal amount of its 5.375% Senior Notes due 2027 for total cash consideration of $49 million. These repurchases resulted in an immaterial loss on extinguishment of debt. The Company funded its repurchases with cash on hand and Viper funded its repurchases with cash on hand and borrowings under the Viper credit agreement.

In the first quarter of 2022, the Company fully redeemed the $500 million and $1.0 billion principal amounts of its outstanding 4.750% Senior Notes due 2025 and 2.875% Senior Notes due 2024, respectively. Cash consideration for these redemptions totaled $1.6 billion, including make-whole premiums of $47 million, which resulted in a loss on extinguishment of debt of $54 million. The Company funded the redemptions with a portion of the net proceeds from the 2052 Notes offering and cash on hand.

Guaranteed Senior Notes

The Guaranteed Senior Notes are the Company’s senior unsecured obligations and are fully and unconditionally guaranteed by Diamondback E&P, are senior in right of payment to any of the Company’s future subordinated indebtedness and rank equal in right of payment with all of the Company’s existing and future senior indebtedness.

The Viper Notes are senior unsecured obligations of Viper, initially guaranteed on a senior unsecured basis by Viper LLC, and will pay interest semi-annually. The Company will not guarantee the Viper Notes. In the future, each of Viper’s restricted subsidiaries that either (i) guarantees any of its or a guarantor’s indebtedness, or (ii) is a domestic restricted subsidiary and is an obligor with respect to any indebtedness under any credit facility will be required to guarantee the Viper Notes.

Viper’s Credit Agreement

On May 31, 2023, Viper LLC entered into a tenth amendment to the existing credit agreement, which among other things, (i) maintained the maximum credit amount of $2.0 billion, (ii) increased the borrowing base from $580 million to $1.0 billion and (iii) increased the aggregate elected commitment amount from $500 million to $750 million.

On September 22, 2023, Viper LLC entered into an eleventh and separately a twelfth amendment to the existing credit agreement, which among other things, (i) extended the maturity date from June 2, 2025, to September 22, 2028, (ii) maintained the maximum credit amount of $2.0 billion, (iii) further increased the borrowing base from $1.0 billion to $1.3 billion, (iv) further increased the aggregate elected commitment amount from $750 million to $850 million, and (v) waived the automatic reduction of the borrowing base that otherwise would have occurred upon the consummation of the issuance of the 2031 Notes.

As of December 31, 2023, Viper LLC had $263 million of outstanding borrowings and $587 million available for future borrowings under the Viper credit agreement. The weighted average interest rates on borrowings under the Viper credit agreement were 7.41%,4.22%, and 2.35% for the years ended December 31, 2023, 2022 and 2021, respectively.

The outstanding borrowings under the Viper credit agreement bear interest at a rate elected by Viper LLC that is equal to (i) term SOFR plus 0.10% (“Adjusted Term SOFR”), or (ii) an alternate base rate (which is equal to the greatest of the prime rate, the Federal Funds effective rate plus 0.50% and 1-month Adjusted Term SOFR plus 1.0%), in each case plus the applicable margin. The applicable margin ranges from 1.00% to 2.00% per annum in the case of the alternative base rate and from 2.00% to 3.00% per annum in the case of Adjusted Term SOFR, in each case depending on the amount of the loans outstanding in relation to the commitment, which is calculated using the least of the maximum credit amount, the aggregate elected commitment amount and the borrowing base. Viper LLC is obligated to pay a quarterly commitment fee ranging from 0.375% to 0.500% per year on the unused portion of the commitment. The credit agreement is secured by substantially all the assets of Viper and Viper LLC.

The Viper credit agreement contains various affirmative, negative and financial maintenance covenants. These covenants, among other things, limit additional indebtedness, additional liens, sales of assets, mergers and consolidations, dividends and distributions, transactions with affiliates, excess cash and entering into certain swap agreements and require the maintenance of the financial ratios described below.

As of December 31, 2023, Viper LLC was in compliance with all financial maintenance covenants under the Viper credit agreement.

Interest expense

The following amounts have been incurred and charged to interest expense for the years ended December 31, 2023, 2022 and 2021: