VIPER ENERGY PARTNERS LP (NASDAQ:VNOM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
Underwriting Agreement
On January 19, 2017, Viper Energy Partners LP (the Partnership),
a subsidiary of Diamondback Energy, Inc. (Diamondback), entered
into an Underwriting Agreement (the Underwriting Agreement), by
and among the Partnership, Viper Energy Partners GP LLC (the
General Partner), Viper Energy Partners LLC (OpCo and, together
with the Partnership and the General Partner, the Partnership
Parties) and Credit Suisse Securities (USA) LLC, as
representative of the several underwriters named therein (the
Underwriters), providing for the offer and sale by the
Partnership and the purchase by the Underwriters, of 8,500,000
common units representing limited partner interests in the
Partnership (the Firm Unit Offering) at a purchase price to the
public of $15.50 per common unit. to the Underwriting Agreement,
the Partnership also granted the Underwriters an option for a
period of 30 days to purchase up to an additional 1,275,000
common units on the same terms (the Optional Unit Offering and,
together with the Firm Unit Offering, the Offering), which was
exercised in full on January 19, 2017.
a subsidiary of Diamondback Energy, Inc. (Diamondback), entered
into an Underwriting Agreement (the Underwriting Agreement), by
and among the Partnership, Viper Energy Partners GP LLC (the
General Partner), Viper Energy Partners LLC (OpCo and, together
with the Partnership and the General Partner, the Partnership
Parties) and Credit Suisse Securities (USA) LLC, as
representative of the several underwriters named therein (the
Underwriters), providing for the offer and sale by the
Partnership and the purchase by the Underwriters, of 8,500,000
common units representing limited partner interests in the
Partnership (the Firm Unit Offering) at a purchase price to the
public of $15.50 per common unit. to the Underwriting Agreement,
the Partnership also granted the Underwriters an option for a
period of 30 days to purchase up to an additional 1,275,000
common units on the same terms (the Optional Unit Offering and,
together with the Firm Unit Offering, the Offering), which was
exercised in full on January 19, 2017.
The Offering closed on January 24, 2017. The Partnership received
net proceeds of approximately $147.6 million (after deducting
underwriting discounts and commissions and estimated offering
expenses) from the Offering. The Partnership intends to use the
net proceeds from the Offering to repay the outstanding
borrowings under the Partnerships revolving credit facility and
for general partnership purposes, which may include additional
acquisitions.
net proceeds of approximately $147.6 million (after deducting
underwriting discounts and commissions and estimated offering
expenses) from the Offering. The Partnership intends to use the
net proceeds from the Offering to repay the outstanding
borrowings under the Partnerships revolving credit facility and
for general partnership purposes, which may include additional
acquisitions.
The Underwriting Agreement contains customary representations,
warranties and agreements of the Partnership Parties and
customary conditions to closing, obligations of the parties and
termination provisions. The Partnership Parties have agreed to
indemnify the Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the
Securities Act), or to contribute to payments the Underwriters
may be required to make because of any of those liabilities.
warranties and agreements of the Partnership Parties and
customary conditions to closing, obligations of the parties and
termination provisions. The Partnership Parties have agreed to
indemnify the Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the
Securities Act), or to contribute to payments the Underwriters
may be required to make because of any of those liabilities.
The Offering was made to the Partnerships effective shelf
registration statement on Form S-3 (File No. 333-205432), filed
with the Securities and Exchange Commission (the SEC) on July 2,
2015 and declared effective by the SEC on July 13, 2015 (the
Shelf Registration Statement), and a prospectus, which consists
of a base prospectus, dated as of July 13, 2015, a preliminary
prospectus supplement, filed with the SEC on January 18, 2017,
and a final prospectus supplement, filed with the SEC on January
23, 2017 (collectively, the Prospectus).
registration statement on Form S-3 (File No. 333-205432), filed
with the Securities and Exchange Commission (the SEC) on July 2,
2015 and declared effective by the SEC on July 13, 2015 (the
Shelf Registration Statement), and a prospectus, which consists
of a base prospectus, dated as of July 13, 2015, a preliminary
prospectus supplement, filed with the SEC on January 18, 2017,
and a final prospectus supplement, filed with the SEC on January
23, 2017 (collectively, the Prospectus).
As more fully described under the caption Underwriting in the
Prospectus, the Underwriters and certain of their affiliates are
full service financial institutions engaged in various
activities, which may include securities trading, commercial and
investment banking, financial advisory, investment management,
investment research, principal investment, hedging, financing and
brokerage activities. The Underwriters and certain of their
affiliates have, from time to time, performed, and may in the
future perform, various commercial and investment banking and
financial advisory services for the Partnership and its
affiliates, for which they received or may in the future receive
customary fees and expenses. An affiliate of one of the
Underwriters, Wells Fargo Securities, LLC, is a lender under the
Partnerships revolving credit facility and therefore will receive
a portion of the net proceeds from the Offering.
Prospectus, the Underwriters and certain of their affiliates are
full service financial institutions engaged in various
activities, which may include securities trading, commercial and
investment banking, financial advisory, investment management,
investment research, principal investment, hedging, financing and
brokerage activities. The Underwriters and certain of their
affiliates have, from time to time, performed, and may in the
future perform, various commercial and investment banking and
financial advisory services for the Partnership and its
affiliates, for which they received or may in the future receive
customary fees and expenses. An affiliate of one of the
Underwriters, Wells Fargo Securities, LLC, is a lender under the
Partnerships revolving credit facility and therefore will receive
a portion of the net proceeds from the Offering.
The foregoing description of the Underwriting Agreement is not
complete and is qualified in its entirety by reference to the
full text of the Underwriting Agreement, which is filed as
Exhibit 1.1 to this Current Report on Form 8-K and incorporated
in this Item 1.01 by reference.
complete and is qualified in its entirety by reference to the
full text of the Underwriting Agreement, which is filed as
Exhibit 1.1 to this Current Report on Form 8-K and incorporated
in this Item 1.01 by reference.
Item 7.01. Regulation FD Disclosure.
On January 19, 2017, the Partnership announced that it had priced
the Offering described in Item 1.01 of this Current Report on
Form 8-K. A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K and incorporated into
this Item 7.01 by reference.
the Offering described in Item 1.01 of this Current Report on
Form 8-K. A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K and incorporated into
this Item 7.01 by reference.
In accordance with General Instruction B.2 of Form 8-K, the
information furnished under Item 7.01 of this Current Report on
Form 8-K, including Exhibit 99.1, is deemed to be furnished and
shall not be deemed filed for the purpose of Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act),
or otherwise subject to the liabilities of that section, nor
shall such information and Exhibits be deemed incorporated by
reference into any filing under the Securities Act or the
Exchange Act.
information furnished under Item 7.01 of this Current Report on
Form 8-K, including Exhibit 99.1, is deemed to be furnished and
shall not be deemed filed for the purpose of Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act),
or otherwise subject to the liabilities of that section, nor
shall such information and Exhibits be deemed incorporated by
reference into any filing under the Securities Act or the
Exchange Act.
Item 8.01. Other Events.
In connection with the Offering, the Partnership is filing two
legal opinions of Akin Gump Strauss Hauer Feld LLP, one regarding
the legality of the common units issued in the Offering and the
other regarding certain federal income tax matters, attached as
Exhibits 5.1 and 8.1, respectively, to this Current Report on
Form 8-K, to incorporate such opinions by reference into the
Shelf Registration Statement.
legal opinions of Akin Gump Strauss Hauer Feld LLP, one regarding
the legality of the common units issued in the Offering and the
other regarding certain federal income tax matters, attached as
Exhibits 5.1 and 8.1, respectively, to this Current Report on
Form 8-K, to incorporate such opinions by reference into the
Shelf Registration Statement.
Item 9.01. Financial Statements and Exhibits.
Exhibits
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Number
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Exhibit
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1.1*
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Underwriting Agreement, dated as of January 19, 2017,
by and among Viper Energy Partners LP, Viper Energy Partners GP LLC, Viper Energy Partners LLC and Credit Suisse Securities (USA) LLC, as representative of the several underwriters named therein. |
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5.1*
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Opinion of Akin Gump Strauss Hauer Feld LLP regarding
the legality of the common units issued in the Offering. |
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8.1*
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Opinion of Akin Gump Strauss Hauer Feld LLP regarding
certain federal income tax matters. |
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23.1*
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Consent of Akin Gump Strauss Hauer Feld LLP (included
in Exhibit 5.1 hereto). |
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23.2*
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Consent of Akin Gump Strauss Hauer Feld LLP (included
in Exhibit 8.1 hereto). |
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99.1**
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Press release dated January 19, 2017.
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* Filed herewith.
** Furnished herewith.
About VIPER ENERGY PARTNERS LP (NASDAQ:VNOM)
Viper Energy Partners LP is a limited partnership that owns, acquires and exploits oil and natural gas properties in North America. The Company’s business objective is to provide an attractive return to its unitholders by focusing on business results, maximizing distributions through organic growth and pursuing accretive growth opportunities through acquisitions of mineral, royalty, overriding royalty, net profits and similar interests from Diamondback Energy, Inc. and from third parties. Its segment is engaged in the acquisition of oil and natural gas properties. Its assets consist of mineral interests in oil and natural gas properties in the Permian Basin in West Texas, all of which are leased to working interest owners. The Permian Basin, which consists of approximately 85,000 square miles centered on Midland, Texas, has been the source of oil production. Its assets consisted of mineral interests underlying approximately 46,560 gross (17,060 net) acres in the Permian Basin. VIPER ENERGY PARTNERS LP (NASDAQ:VNOM) Recent Trading Information
VIPER ENERGY PARTNERS LP (NASDAQ:VNOM) closed its last trading session up +0.03 at 15.95 with 183,356 shares trading hands.
