Material Agreement - Form 8-K

Item 1.01.

Entry into a Material Definitive Agreement.

On April 18, 2024, Diamondback Energy, Inc. (the "Company" or "Diamondback") completed its previously announced underwritten public offering (the "Notes Offering") of (i) $850,000,000 aggregate principal amount of its 5.200% Senior Notes due 2027 (the "2027 Notes"), (ii) $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the "2030 Notes"), (iii) $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the "2034 Notes"), (iv) $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the "2054 Notes") and (v) $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the "2064 Notes" and, together with the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2054 Notes, each a "series of Notes" and collectively, the "Notes").

The Notes have been registered under the Securities Act of 1933, as amended (the "Act"), pursuant to a registration statement on Form S-3 (No. 333-268495), filed with the Securities and Exchange Commission (the "SEC") and automatically effective on November 21, 2022 (the "Shelf Registration Statement"). The terms of the Notes are further described in the Company's prospectus supplement dated April 9, 2024, as filed with the SEC under Rule 424(b)(2) of the Act on April 11, 2024 (the "Prospectus").

On April 18, 2024, the Notes were issued pursuant to the Indenture (the "Base Indenture"), dated as of December 13, 2022, between the Company and Computershare Trust Company, National Association (the "Trustee"), as trustee, as supplemented by the Second Supplemental Indenture, dated as of April 18, 2024 (the "Second Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), among the Company, as the issuer, Diamondback E&P LLC, as the subsidiary guarantor ("E&P"), and the Trustee, setting forth specific terms applicable to the Notes.

Each series of Notes and E&P's guarantee thereof are the Company's and E&P's respective senior unsecured obligations and rank equally in right of payment with all of the Company's and E&P's respective existing and future senior indebtedness, including the Company's outstanding senior notes and E&P's guarantees thereof and all of E&P's obligations under its revolving credit facility with Wells Fargo Bank, National Association, as administrative agent and under its term loan facility with Citibank, N.A., as administrative agent and the respective lenders party thereto and the Company's guarantees thereof, and senior in right of payment to any of the Company's and E&P's future indebtedness that is expressly subordinated in right of payment to the Notes and E&P's guarantees thereof, respectively.

The Company may optionally redeem (i) the 2027 Notes in whole or in part at any time prior to March 18, 2027 (the "2027 Par Call Date"); (ii) the 2030 Notes in whole or in part at any time prior to December 30, 2029 (the "2030 Par Call Date"); (iii) the 2034 Notes in whole or in part at any time prior to January 18, 2034 (the "2034 Par Call Date"); (iv) the 2054 Notes in whole or in part at any time prior to October 18, 2053 (the "2054 Par Call Date"); and (v) the 2064 Notes in whole or in part at any time prior to October 18, 2063 (the "2064 Par Call Date", and, together with the 2027 Par Call Date, the 2030 Par Call Date, the 2034 Par Call Date and the 2054 Par Call Date, collectively, the "Par Call Dates"), each at a redemption price calculated in a manner set forth in the Indenture. On or after the applicable Par Call Date in respect of a series of Notes, the Company may redeem the Notes of such series, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes of such series being redeemed plus accrued and unpaid interest thereon to but not including the redemption date.

Additionally, if (i) the consummation of the Company's pending acquisition of Endeavor Parent, LLC ("Endeavor") does not occur on or before the later of (x) the date that is five (5) business days after August 11, 2025 and (y) the date that is five (5) business days after any later date to which Endeavor and the Company may agree to extend the "Outside Date" in the merger agreement governing such acquisition or (ii) the Company notifies the Trustee that it will not pursue the consummation of the acquisition, the Company is required to redeem (the "special mandatory redemption") the 2027 Notes, the 2030 Notes, the 2034 Notes and the 2064 Notes then outstanding (collectively, the "mandatorily redeemable Notes") at a redemption price equal to 101% of the principal amount of the mandatorily redeemable Notes, plus accrued and unpaid interest thereon, if any, to, but excluding the date of the special mandatory redemption. The 2054 Notes are not subject to the special mandatory redemption.

The Indenture contains customary terms and covenants, including limitations on the Company's ability and the ability of certain of its subsidiaries to incur liens securing funded indebtedness and on the Company's ability to consolidate or merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets on a consolidated basis to, any person.

The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture and the Second Supplemental Indenture, which are set forth as Exhibits 4.1 and 4.2, respectively, hereto and are incorporated by reference herein.