DIAMONDBACK ENERGY, INC. (NASDAQ:FANG) Files An 8-K Entry into a Material Definitive Agreement

DIAMONDBACK ENERGY, INC. (NASDAQ:FANG) Files An 8-K Entry into a Material Definitive AgreementItem 9.01. Entry into a Material Definitive Agreement.

Underwriting Agreement for the Secondary Equity Offering

On August 9, 2017, Diamondback Energy, Inc. (“Diamondback”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Brigham Resources, LLC and Brigham Resources Upstream Holdings, LP (together, the “Selling Stockholders”), and Credit Suisse Securities (USA) LLC, as underwriter (the “Underwriter”). The Underwriting Agreement relates to a public offering (the “Firm Shares Offering”) by the Selling Stockholders of an aggregate of 3,000,000 shares of Diamondback’s common stock at a purchase price to the Selling Stockholders of $91.98 per share (the “Purchase Price”). The Underwriter proposes to offer such shares from time to time for sale in one or more transactions on the NASDAQ Global Select Market, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The Firm Shares Offering closed on August 15, 2017. to the Underwriting Agreement, the Selling Stockholders granted the Underwriter a 30-day option to purchase up to an aggregate of 450,000 additional shares of Diamondback’s common stock at the Purchase Price (the “Optional Shares Offering” and, together with the Firm Shares Offering, the “Secondary Equity Offering”). Diamondback will not receive any proceeds from the sale of shares in the Secondary Equity Offering. The Underwriting Agreement contains customary representations, warranties and agreements of Diamondback and the Selling Stockholders and other customary obligations of the parties and termination provisions. Diamondback and the Selling Stockholders, in each case severally and not jointly, have agreed to indemnify the Underwriter against certain liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments the Underwriter may be required to make because of any such liabilities. Under the Underwriting Agreement, Diamondback, its executive officers and directors and the Selling Stockholders have also agreed, subject to certain exceptions, that they will not, among other things, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Diamondback’s common stock or securities convertible into or exchangeable or exercisable for any shares of its common stock, or publicly disclose the intention to make any such offer, sale, pledge or disposition or, in the case of Diamondback, file with the SEC a registration statement under the Securities Act relating thereto, without the prior written consent of Credit Suisse Securities (USA) LLC for a period of 45 days from the date of the Underwriting Agreement.

The Secondary Equity Offering was made to Diamondback’s effective automatic shelf registration statement on Form S-3 (File No. 333- 218346), filed with the Securities and Exchange Commission (the “SEC”) on May 30, 2017, and a prospectus, which consists of a base prospectus, filed with the SEC May 30, 2017, a preliminary prospectus supplement, filed with the SEC on August 9, 2017, and a final prospectus supplement, filed with the SEC on August 11, 2017.

The Underwriter and its affiliates have from time to time performed, and may in the future perform, various financial advisory, commercial banking and investment banking services for Diamondback and its affiliates in the ordinary course of business for which they have received and would receive customary compensation.

The preceding summary of the Underwriting Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01. Other Events.

On August 9, 2017, Diamondback issued a press release announcing the pricing of the Secondary Equity Offering. A copy of such press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

Diamondback Energy, Inc. ExhibitEX-10.1 2 diamondbackex101-81517.htm EXHIBIT 10.1 Exhibit Exhibit 10.13,…To view the full exhibit click here
About DIAMONDBACK ENERGY, INC. (NASDAQ:FANG)
Diamondback Energy, Inc. is an independent oil and natural gas company. The Company is focused on the acquisition, development, exploration and exploitation of unconventional onshore oil and natural gas reserves in the Permian Basin in West Texas. Its total net acreage position in the Permian Basin is approximately 84,680 net acres. The Company, through its subsidiary Viper Energy Partners LP (Viper), owns mineral interests underlying approximately 46,560 gross (17,060 net) acres primarily in Midland County, Texas in the Permian Basin. Approximately 60% of these net acres are operated by the Company. It has drilled or participated in the drilling 490 gross wells on its leasehold acreage in Permian Basin area, primarily targeting the Wolfberry play. The Permian Basin area covers a portion of western Texas and eastern New Mexico. Its activities are focused on the Clearfork, Spraberry, Wolfcamp, Cline, Strawn and Atoka formations, which it collectively refers as the Wolfberry play.