Diamondback Energy, Inc.
For the period ended Jun 30, 2025. Filed Aug 6, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 6, 2025
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17. Subsequent Events
- SUBSEQUENT EVENTS
Second Quarter 2025 Dividend Declaration
On July 31, 2025, the board of directors of the Company declared a base cash dividend for the second quarter of 2025 of $1.00 per share of common stock, payable on August 21, 2025 to its stockholders of record at the close of business on August 14, 2025. Future base and variable dividends are at the discretion of the Company’s board of directors.
Increase in Stock Repurchase Program Authorization
On July 31, 2025, the board of directors of the Company approved a $2.0 billion increase in stock repurchase authorization under the Company’s existing stock repurchase program from $6.0 billion to $8.0 billion, excluding excise tax. As of August 1, 2025, approximately $3.5 billion remains available for future repurchases under such stock repurchase program, excluding excise tax. The stock repurchase program has no time limit and may be suspended, modified, or discontinued by the board of directors at any time.
Viper 2025 Notes Offering
On July 23, 2025, Viper LLC, as the issuer, and Viper as guarantor, completed an underwritten public offering (the “Viper 2025 Notes Offering”) of $1.6 billion in aggregate principal amount of Viper LLC’s senior notes consisting of (i) $500 million aggregate principal amount of 4.900% senior notes due August 1, 2030 (the “Viper 2030 Notes”), and (ii) $1.1 billion aggregate principal amount of 5.700% senior notes due August 1, 2035 (the “Viper 2035 Notes” and together with the Viper 2030 Notes, the “Viper 2025 Notes”). Viper received net proceeds of approximately $1.58 billion, after underwriters’ discounts and transaction costs. Interest on the Viper 2025 Notes is payable semi-annually in February and August of each year. Concurrently, Viper LLC used a portion of the proceeds to redeem or satisfy and discharge, as discussed below, $780 million in aggregate principal amounts of Viper’s senior notes. Viper intends to use the remaining proceeds from the Viper 2025 Notes (i) if the pending Sitio Acquisition is consummated, to redeem Sitio’s 7.875% senior notes due 2028, repay borrowings under Sitio’s revolving credit facility and pay any fees, costs and expenses related to the redemption or repayment of such debt, and (ii) for general corporate purposes. Viper LLC is not obligated to redeem or repurchase the Viper 2025 Notes if the pending Sitio Acquisition is not consummated.
The Viper 2025 Notes are senior unsecured obligations and are fully and unconditionally guaranteed by Viper and following the completion of the pending Sitio Acquisition will be fully and unconditionally guaranteed by both Viper and New Viper. The Viper 2025 Notes have been registered under the Securities Act.
Viper Redemption of Notes
On July 23, 2025, using proceeds from the Viper 2025 Notes Offering, Viper (i) redeemed all of its outstanding 7.375% senior notes due 2031 (the “Viper 2031 Notes”) for total cash consideration of approximately $434 million including the applicable redemption premium and accrued and unpaid interest up to, but not including, the redemption date, and (ii) issued and delivered a notice of redemption to redeem all of its outstanding Viper 2027 Notes on November 1, 2025, for total cash consideration, including payment of interest due to, but not including, the redemption date at a redemption price equal to 100% of the principal amount of the Viper 2027 Notes. Viper irrevocably deposited with Computershare Trust Company, National Association, the trustee under the indenture governing the Viper 2027 Notes, approximately $390 million, which is sufficient to pay the redemption amount of the Viper 2027 Notes. Following the deposit of the funds, the Viper 2027 Notes indenture was satisfied and discharged in accordance with its terms and ceased to be of further effect as to the Viper 2027 Notes issued thereunder, except those provisions of the indenture that, by their terms, survive the satisfaction and discharge. The satisfaction and discharge of the Viper 2027 Notes did not represent a legal defeasance or release, and as such, the Viper 2027 Notes will remain on the Company’s balance sheet as a short-term obligation until redeemed on November 1, 2025.
Viper 2025 Term Loan
On July 23, 2025, Viper LLC and Viper entered into a term loan credit agreement with Goldman Sachs Bank USA (the “Viper 2025 Term Loan Credit Agreement”) providing for atwo-year senior unsecured delayed draw term loan facility in an aggregate principal amount of $500 million (the “Viper 2025 Term Loan”) to be guaranteed by Viper and, upon completion of the pending Sitio Acquisition, by New Viper. As of the date of this report, the Viper 2025 Term Loan was undrawn. Viper LLC intends to draw on the Viper 2025 Term Loan at the closing of the pending Sitio Acquisition to partially redeem and/or repay Sitio’s debt. Following the consummation of the pending Sitio Acquisition, New Viper will fully and unconditionally guarantee the obligations under the Viper 2025 Term Loan.
Borrowings under the Viper 2025 Term Loan Credit Agreement bear interest at a per annum rate elected by Viper LLC that is equal to term SOFR or 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 term SOFR plus 1.0%, subject to a 1.0% floor), in each case plus the applicable margin. The applicable margin ranges from 0.250% to 1.125% per annum in the case of the alternate base rate loans and from 1.250% to 2.125% per annum in the case of term SOFR loans, in each case based on the pricing level. The pricing level depends on the rating of Viper’s long-term senior unsecured debt by certain ratings agencies. In addition, the fee on undrawn commitments is equal to 0.20% per annum on the aggregate principal amount of such commitments and accrues from and after the date that is 90 days after July 23, 2025 to but excluding the earliest of (i) the date on which the Viper 2025 Term Loan is funded, (ii) if the Applicable Margin Election (as defined in the Viper 2025 Term Loan Credit Agreement) is made, the Sitio Initial Outside Date (as defined in the Viper 2025 Term Loan Credit Agreement) and (iii) the termination or expiration of the commitments in respect of the Viper 2025 Term Loan Credit Agreement, and other fees as set forth therein.
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