Diamondback Energy Inc

9. DEBT

Long-term debt consisted of the following as of the dates indicated:

(1) 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. This basis adjustment is being amortized to interest expense over the remaining term of the 2029 Notes utilizing the effective interest method.

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

Credit Agreement

On March 6, 2024, Diamondback E&P, as borrower, and Diamondback Energy, Inc., as parent guarantor, entered into a fourteenth amendment to the existing credit agreement, which upon consummation of the Endeavor Acquisition, (i) increased the maximum credit amount from $1.6 billion to $2.5 billion, (ii) decreased the swingline commitments amount from $100 million to $50 million and (iii) made certain amendments to the representations and warranties, affirmative and negative covenants, and events of default. As of September 30, 2024, the Company had $115 million outstanding borrowings under the credit agreement and approximately $2.4 billion available for future borrowings. During the three and nine months ended September 30, 2024, the weighted average interest rate on borrowings under the credit agreement was 6.64%. During the three and nine months ended September 30, 2023, the weighted average interest rate on borrowings under the credit agreement was 6.59% and 6.31%, respectively. The credit agreement matures on June 2, 2028.

As of September 30, 2024, the Company was in compliance with all financial maintenance covenants under the credit agreement.

Term Loan Agreement

In connection with the Endeavor Acquisition, Diamondback Energy, Inc., as guarantor, entered into a Term Loan Credit Agreement with Diamondback E&P LLC, as borrower, and Citibank, N.A., as administrative agent (the “Term Loan Agreement”) on February 29, 2024.

The Term Loan Agreement provided the Company with the ability to borrow up to $1.5 billion, which was comprised of $1.0 billion of Tranche A Loans and $500 million of Tranche B Loans on an unsecured basis to fund a portion of the cash consideration for the Endeavor Acquisition, repay certain debt of Endeavor or pay fees, costs and expenses related to the acquisition. The undrawn Tranche B Loans were terminated on August 2, 2024. As of September 30, 2024, the Company had $1.0 billion outstanding borrowings under the Tranche A Loans under the Term Loan Agreement andno availability for future borrowings. During the three and nine months ended September 30, 2024, the weighted average interest rate on borrowings under the Term Loan Agreement was 6.46%.

The Tranche A Loans were made in a single borrowing on the date of closing of the Endeavor Acquisition (the “Closing Date”) and will mature and be payable in full on the first anniversary of the Closing Date.

Outstanding borrowings under the Term Loan Agreement bear interest at a per annum rate elected by the Company 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 is equal to 0.125% per annum on the aggregate principal amount of the commitments. The pricing level depends on the Company’s long-term senior unsecured debt ratings.

Bridge Facility

On February 11, 2024, in connection with the Endeavor Acquisition, Diamondback Energy, Inc., as guarantor, obtained commitments of $8.0 billion to a 364-day senior unsecured term loan facility with Diamondback E&P LLC, as borrower, and Citigroup Global Markets Inc., as administrative agent (the “Bridge Facility”). The Bridge Facility was reduced on a dollar-for-dollar basis by the amount of the Term Loan Agreement to $6.5 billion on February 29, 2024 and was further reduced on a dollar-for-dollar basis by the amount of the April 2024 Notes (as defined below) to $1.0 billion. The undrawn Bridge Facility was terminated on June 4, 2024. The Company recorded additional interest expense of $28 million during the nine months ended September 30, 2024, respectively, related to the amortization and write-off of debt issuance costs incurred for the Bridge Facility.

Issuance of Notes

On April 18, 2024, Diamondback Energy, Inc., as borrower, and Diamondback E&P LLC, as guarantor, issued an aggregate of $5.5 billion in senior notes, consisting of (i) $850 million aggregate principal amount of 5.200% Senior Notes due April 18, 2027 (the “2027 Notes”), (ii) $850 million aggregate principal amount of 5.150% Senior Notes due January 30, 2030 (the “2030 Notes”), (iii) $1.3 billion aggregate principal amount of 5.400% Senior Notes due April 18, 2034 (the “2034 Notes”), (iv) $1.5 billion aggregate principal amount of 5.750% Senior Notes due April 18, 2054 (the “2054 Notes”), and (v) $1.0 billion aggregate principal amount of 5.900% Senior Notes due April 18, 2064 (the “2064 Notes” and together with the 2027 Notes, the 2030 Notes the 2034 Notes and the 2054 Notes, the “April 2024 Notes”). The Company received net proceeds of $5.5 billion, after underwriters’ discounts and transaction costs. Interest on the 2030 Notes is payable semi-annually on January 30 and July 30 of each year, beginning on July 30, 2024. Interest on each other series of notes will be payable semi-annually on April 18 and October 18 of each year, beginning on October 18, 2024. The Company used the net proceeds to fund a portion of the cash consideration for the Endeavor Acquisition.

The April 2024 Notes are included in the Guaranteed Senior Notes for the Company, which are 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.

Retirement of Notes

In the first quarter of 2024, the Company opportunistically repurchased principal amounts of $22 million of its 3.125% Senior Notes due 2031 and $6 million of its 3.500% Senior Notes due 2029 for total cash consideration, including accrued interest paid of $25 million. These repurchases resulted in an immaterial gain on extinguishment of debt during the nine months ended September 30, 2024.

Viper’s Credit Agreement

Viper LLC’s credit agreement, as amended to date, provides for a revolving credit facility in the maximum credit amount of $2.0 billion with a borrowing base of $1.3 billion. As of September 30, 2024, the elected commitment amount was $850 million, withno outstanding borrowings and $850 million available for future borrowings. During the three and nine months ended September 30, 2024 and 2023, the weighted average interest rates on borrowings under the Viper credit agreement were 7.51%,7.52%,7.58% and 7.37%, respectively. The revolving credit facility will mature on September 22, 2028. As of September 30, 2024, Viper LLC was in compliance with all financial maintenance covenants under the Viper LLC credit agreement.