Diamondback Energy Inc

16. SUBSEQUENT EVENTS

Fourth Quarter 2023 Dividend Declaration

On February 11, 2024, the board of directors of the Company approved an increase in the Company’s annual base dividend to $3.60 per share of common stock and, on February 16, 2024, the board of directors of the Company declared a cash dividend for the fourth quarter of 2023 of $3.08 per share of common stock, payable on March 12, 2024 to its stockholders of record at the close of business on March 5, 2024. The dividend consists of a base quarterly dividend of $0.90 per share of common stock and a variable quarterly dividend of $2.18 per share of common stock. Future base and variable dividends are at the discretion of the board of directors of the Company.

Beginning in the first quarter of 2024, the Company will reduce its return of capital commitment to at least 50% from 75% of its quarterly free cash flow.

On February 11, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC (“Endeavor”), to acquire Endeavor (such acquisition, the “Endeavor Acquisition”) for consideration consisting of a base cash amount of $8.0 billion, subject to adjustments under the terms of the Merger Agreement, and approximately 117.27 million shares of the Company’s common stock. The Endeavor Acquisition is expected to close in the fourth quarter of 2024, subject to the satisfaction or waiver of certain customary closing conditions, including the approval of the issuance of the Company’s common stock in the Endeavor Acquisition by the Company’s stockholders and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. As a result of the Endeavor Acquisition, equityholders of Endeavor are expected to hold, at closing, approximately 39.5% of the outstanding Company common stock. If the Merger Agreement is terminated under certain circumstances, the Company may be required to pay a termination fee of $1.4 billion, including if the proposed Merger Agreement is terminated because the Company’s board of directors has changed its recommendation in respect of the stockholder proposal relating to approval of the issuance of the Company common stock in the Endeavor Acquisition. Additionally, if the Merger Agreement is terminated because the Company’s stockholders fail to approve the issuance of the Company’s common stock in the Endeavor Acquisition and the termination fee is not payable in connection with such termination, the Company is required to reimburse Endeavor for its transaction related expenses, subject to a cap of $260 million. The payment of this reimbursement will reduce any termination fee that is subsequently payable by the Company.

On February 11, 2024, in connection with the execution of the Merger Agreement, the Company entered into a commitment letter with Citigroup Global Markets Inc. (“Citi”) pursuant to which Citi committed to provide an $8.0 billion senior unsecured bridge facility, subject to customary conditions. The Company expects to replace such commitment with permanent debt financing prior to the closing of the Endeavor Acquisition.