Per Share | Total | |||||
Public offering price | ||||||
Underwriting discount(1) | ||||||
Proceeds, before expenses, to the selling stockholders | ||||||
(1) | See “Underwriting” for a description of the compensation payable to the underwriters. |
Evercore ISI | Citigroup | J.P. Morgan | ||||
Per Share | Total | |||||
Public offering price | ||||||
Underwriting discount(1) | ||||||
Proceeds, before expenses, to the selling stockholders | ||||||
(1) | See “Underwriting” for a description of the compensation payable to the underwriters. |
Evercore ISI | Citigroup | J.P. Morgan | ||||
• | changes in supply and demand levels for oil, natural gas and natural gas liquids, and the resulting impact on the price for those commodities; |
• | the impact of public health crises, including epidemic or pandemic diseases and any related company or government policies or actions; |
• | actions taken by the members of OPEC and Russia affecting the production and pricing of oil, as well as other domestic and global political, economic or diplomatic developments; |
• | changes in general economic, business or industry conditions, including changes in foreign currency exchange rates, interest rates and inflation rates, instability in the financial sector; |
• | regional supply and demand factors, including delays, curtailment delays or interruptions of production, or governmental orders, rules or regulations that impose production limits; |
• | federal and state legislative and regulatory initiatives relating to hydraulic fracturing, including the effect of existing and future laws and governmental regulations; |
• | physical and transition risks relating to climate change; |
• | restrictions on the use of water, including limits on the use of produced water and a moratorium on new produced water well permits recently imposed by the Texas Railroad Commission in an effort to control induced seismicity in the Permian Basin; |
• | significant declines in prices for oil, natural gas, or natural gas liquids, which could require recognition of significant impairment charges; |
• | changes in U.S. energy, environmental, monetary and trade policies; |
• | conditions in the capital, financial and credit markets, including the availability and pricing of capital for drilling and development operations and our environmental and social responsibility projects; |
• | challenges with employee retention and an increasingly competitive labor market; |
• | changes in availability or cost of rigs, equipment, raw materials, supplies and oilfield services; |
• | changes in safety, health, environmental, tax and other regulations or requirements (including those addressing air emissions, water management or the impact of global climate change); |
• | security threats, including cybersecurity threats and disruptions to our business and operations from breaches of our information technology systems, or from breaches of information technology systems of third parties with whom we transact business; |
• | lack of, or disruption in, access to adequate and reliable transportation, processing, storage and other facilities for our oil, natural gas and natural gas liquids; |
• | failures or delays in achieving expected reserve or production levels from existing and future oil and natural gas developments, including due to operating hazards, drilling risks or the inherent uncertainties in predicting reserve and reservoir performance; |
• | difficulty in obtaining necessary approvals and permits; |
• | severe weather conditions; |
• | acts of war or terrorist acts and the governmental or military response thereto; |
• | changes in the financial strength of counterparties to our credit agreement and hedging contracts; |
• | changes in our credit rating; |
• | risks related to our completed acquisition of Endeavor Parent, LLC (“Endeavor”); |
• | the other risk factors discussed in the section of this prospectus supplement entitled “Risk Factors”; and |
• | other factors disclosed in our Annual Report on Form 10-K, any of our Quarterly Reports on Form 10-Q or any of our current reports on Form 8-K. |
Three Months Ended June 30, 2024 | Six Months Ended June 30, 2024 | |||||
2024 | 2024 | |||||
Net cash provided by operating activities | $1,529 | $2,863 | ||||
Less: Changes in cash due to changes in operating assets and liabilities: | ||||||
Accounts receivable | 50 | 74 | ||||
Income tax receivable | — | 69 | ||||
Prepaid expenses and other current assets | — | 13 | ||||
Accounts payable and accrued liabilities | 15 | 100 | ||||
Income taxes payable | (85) | (36) | ||||
Revenues and royalties payable | 49 | 26 | ||||
Other | 47 | 9 | ||||
Total working capital changes | 76 | 255 | ||||
Operating cash flow before working capital changes | 1,453 | 1,258 | ||||
Drilling, completions and infrastructure additions to oil and natural gas properties | (636) | (681) | ||||
Additions to midstream assets | (1) | (30) | ||||
Total Cash CAPEX | (637) | (711) | ||||
Free Cash Flow | 816 | 547 | ||||
Treasury locks | 25 | — | ||||
Adjusted Free Cash Flow | $841 | $1,632 | ||||
June 30, 2024 | |||
Diamondback Energy, Inc.(1)(2) | $12,168 | ||
Viper Energy, Inc.(1) | 1,007 | ||
Total debt | 13,175 | ||
Cash and cash equivalents(3) | (292) | ||
Net debt | $12,883 | ||
(1) | Excludes debt issuance costs, discounts, premiums and fair value hedges. |
(2) | Reflects $1.0 billion of borrowings from the Term Loan Credit Agreement with Diamondback E&P LLC, as borrower, and Citibank, N.A., as administrative agent, entered into on February 29, 2024. |
(3) | Excludes amounts held by Viper Energy, Inc. |
Issuer | Diamondback Energy, Inc. | ||
Common stock offered by the selling stockholders | 11,270,000 shares (or 12,660,500 shares if the underwriters exercise their option to purchase additional shares in full as described below). | ||
Option to purchase additional shares | Certain of the selling stockholders have granted the underwriters an option exercisable for 30 days from the date of this prospectus supplement to purchase on a pro rata basis up to an additional 1,390,500 shares of common stock from the selling stockholders. | ||
Share Repurchase | We intend to purchase from the underwriters 2,000,000 shares of our common stock offered in this offering, at a price per share equal to the price per share to be paid by the underwriters to the selling stockholders, as part of our existing stock repurchase program. The underwriters will not receive any compensation for the shares being repurchased by us in the Share Repurchase. See “Share Repurchase.” | ||
Common stock to be outstanding immediately after the offering and the Share Repurchase | 292,742,493 shares (assuming we repurchase 2,000,000 shares in the Share Repurchase). | ||
Use of proceeds | All of the shares of common stock being offered under this prospectus supplement are being sold by the selling stockholders. Accordingly, we will not receive any proceeds from the sale of these shares. | ||
Dividend | We last declared a dividend of $2.34 per share of our common stock to holders of record as of August 15, 2024, which was paid on August 22, 2024. As of the date of this prospectus supplement, we have not declared any further dividends. | ||
Risk factors | Investing in our common stock involves significant risks. See “Risk Factors” on page S-6 of this prospectus supplement and under similar headings in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus for a discussion of the factors you should carefully consider before deciding to invest in our common stock. | ||
Nasdaq Symbol | FANG | ||
Name of Selling Stockholder | Shares of Common Stock Beneficially Owned Before the Offering | Shares of Common Stock to be Sold in the Offering (Assuming Underwriters’ Option is Not Exercised)(1) | Shares of Common Stock Beneficially Owned After the Offering (Assuming Underwriters’ Option is Not Exercised)(2) | Shares of Common Stock to be Sold in the Offering (Assuming Underwriters’ Option is Exercised in Full)(3) | Shares of Common Stock Beneficially Owned After the Offering (Assuming Underwriters’ Option is Exercised in Full)(4) | |||||||||||||||||||
Number | Percent** | Number | Number | Percent** | Number | Number | Percent** | |||||||||||||||||
ACS Capital Holdings, LP(5) | 11,726,706 | 3.98% | 1,033,405 | 10,693,301 | 3.6% | 1,172,455 | 10,554,251 | 3.6% | ||||||||||||||||
Endeavor Manager, LLC(6) | 1,172,670 | * | 103,341 | 1,069,329 | * | 117,245 | 1,055,425 | * | ||||||||||||||||
SFT 1 Holdings, LLC(7) | 65,901,678 | 22.4% | 5,796,359 | 60,105,319 | 20.4% | 6,588,945 | 59,312,733 | 20.1% | ||||||||||||||||
SFT 2 Holdings, LLC(8) | 36,098,503 | 12.2% | 3,164,225 | 32,934,278 | 11.2% | 3,609,185 | 32,489,318 | 11.0% | ||||||||||||||||
Linda C. Stephens(9) | 1,172,693 | * | 1,172,670 | 23 | * | 1,172,670 | 23 | * | ||||||||||||||||
Total | 116,072,250 | 39.4% | 11,270,000 | 104,802,250 | 35.6% | 12,660,500 | 103,411,750 | 35.1% | ||||||||||||||||
* | Less than 1 % |
** | Component percentages do not add to total percentages due to rounding. |
(1) | Represents the number of shares offered by the selling stockholders pursuant to this prospectus supplement, assuming the underwriters’ option is not exercised. |
(2) | Assumes that each selling stockholder disposes of all of the shares of common stock covered by this prospectus supplement and does not acquire beneficial ownership of any additional shares of our common stock. This also gives effect to the Share Repurchase. |
(3) | Represents the number of shares offered by the selling stockholders pursuant to this prospectus supplement, assuming the underwriters’ option is exercised in full. |
(4) | Assumes that each selling stockholder disposes of all of the shares of common stock covered by this prospectus supplement and does not acquire beneficial ownership of any additional shares of our common stock. This also gives effect to the Share Repurchase. |
(5) | Consists of 11,726,706 shares of common stock owned directly by ACS Capital Holdings, LP, a Texas limited partnership (“ACS Holdings”), the sole limited partner of which is Autry Stephens Management Trust dated March 20, 2018, as amended (“Management Trust”). ACS Capital Management, LLC (“ACS Management”), a Delaware limited liability company, is the general partner of ACS Holdings. Ms. Lyndal Stephens Greth (“Ms. Greth”) is the sole trustee of the Management Trust and the sole manager of ACS Management and has voting and dispositive power over the shares held directly by ACS Holdings. The address of Management Trust is c/o Kevin T. Keen, Esq., Katten Muchin Rosenman LLP, 2121 N. Pearl Street, Suite 1100, Dallas, TX 75201. |
(6) | Consists of 1,172,670 shares owned directly by Endeavor Manager, LLC (“Endeavor Manager”), the sole member of which is ACS Holdings. ACS Management is the general partner of ACS Holdings. Ms. Greth is the sole trustee of the Management Trust and the sole manager of ACS Management and has voting and dispositive power over the shares held directly by Endeavor Manager. The address of Management Trust is c/o Kevin T. Keen, Esq., Katten Muchin Rosenman LLP, 2121 N. Pearl Street, Suite 1100, Dallas, TX 75201. |
(7) | Consists of 65,901,678 shares of common stock held directly by SFT 1 Holdings, LLC, a Delaware limited liability company (“SFT 1 Holdings”), the sole member of which is the Stephens Family Trust dated June 20, 2007 (“Stephens Family Trust”), and the manager of which is SFT Management, LLC, a Delaware limited liability company (“SFT Management”). Ms. Greth is sole manager of SFT Management and the co-trustee and the Investment Direction Adviser of the Stephens Family Trust and has voting and |
(8) | Consists of 36,098,503 shares of common stock held directly by SFT 2 Holdings, LLC, a Delaware limited liability company (“SFT 2 Holdings”), the sole member of which is the Stephens Family Trust #2 dated March 3, 2012 (“Stephens Family Trust #2”), and the manager of which is SFT Management. Ms. Greth is sole manager of SFT Management and the co-trustee and the Investment Direction Adviser of the Stephens Family Trust #2 and has voting and dispositive power over the shares held directly by SFT 2 Holdings. The address of the Stephens Family Trust #2 is c/o Kevin T. Keen, Esq., Katten Muchin Rosenman LLP, 2121 N. Pearl Street, Suite 1100, Dallas, TX 75201. |
(9) | All of the shares held by Linda C. Stephens that are the subject of the registration statement pursuant to which this offering is made are to be sold in this offering, regardless of whether the underwriters’ option is exercised. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation, or an entity treated as a corporation for U.S. federal income tax purposes, created or organized in the United States or under the laws of the United States or of any state thereof or the District of Columbia; |
• | an estate, the income of which is subject to U.S. federal income tax regardless of its source; or |
• | a trust if (1) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons have the authority to control all of the trust’s substantial decisions or (2) the trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person. |
• | the gain is effectively connected with a U.S. trade or business of the non-U.S. holder and, if an applicable income tax treaty so provides, is attributable to a permanent establishment or a fixed base maintained in the United States by such non-U.S. holder, in which case the non-U.S. holder generally will be taxed at the graduated U.S. federal income tax rates applicable to U.S. persons (as defined in the Code) (or such lower rate as may be specified by an applicable income tax treaty) and, if the non-U.S. holder is a foreign corporation, the branch profits tax described above in “Distributions on Our Common Stock” also may apply; |
• | the non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met, in which case the non-U.S. holder will be subject to a 30% tax (or such lower rate as may be specified by an applicable income tax treaty) on the net gain derived from the disposition, which may be offset by U.S. source capital losses of the non-U.S. holder, if any (even though the individual is not considered a resident of the United States); or |
• | our common stock constitutes a U.S. real property interest (as defined in the Code and applicable U.S. Treasury Regulations) because we are, or have been, at any time during the five-year period preceding such disposition (or the non-U.S. holder’s holding period, if shorter) a “United States real property holding corporation.” Generally, a corporation is a United States real property holding corporation only if the fair market value of its U.S. real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus its other assets used or held for use in a trade |
Underwriter | Number of Shares | ||
Evercore Group L.L.C. | |||
Citigroup Global Markets Inc. | |||
J.P. Morgan Securities LLC. | |||
Total | |||
Per Share | Total Without Exercise | Total With Exercise | |||||||
Underwriting Discounts and Commissions to be paid by the selling stockholders | $ | $ | $ | ||||||
• | Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. |
• | Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. If the underwriters sell more shares than could be purchased under the underwriting agreement, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering. |
• | Penalty bids permit the underwriters to reclaim a selling concession from a broker/dealer when the shares originally sold by such broker/dealer are purchased in a stabilizing or covering transaction to cover short positions. |
• | In passive market making a market maker in the common stock who is an underwriter or prospective underwriter may, subject to limitations, make bids for or purchases of our common stock until the time, if any, at which a stabilizing bid is made. |
(a) | to any legal entity which is a “qualified investor” as defined under the EU Prospectus Regulation; |
(b) | to fewer than 150 natural or legal persons (other than “qualified investors” as defined under the EU Prospectus Regulation), subject to obtaining the prior consent of the Joint Global Coordinators/Bookrunners for any such offer; or |
(c) | in any other circumstances falling within Article 1(4) of the EU Prospectus Regulation, |
(a) | to any legal entity which is a “qualified investor” as defined under the UK Prospectus Regulation; |
(b) | to fewer than 150 natural or legal persons (other than “qualified investors” as defined under the UK Prospectus Regulation), subject to obtaining the prior consent of the Joint Global Coordinators/Bookrunners for any such offer; or |
(c) | in any other circumstances falling within section 86 of the Financial Services and Markets Act 2000 (as amended, “FSMA”) |
• | our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 22, 2024; |
• | our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024 and June 30, 2024, filed with the SEC on May 2, 2024 and August 7, 2024; |
• | the information specifically incorporated by reference into the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 from our definitive proxy statement on Schedule 14A, filed with the SEC on April 25, 2024; |
• | our Current Reports on Form 8-K filed with the SEC on February 12, 2024, March 6, 2024, March 18, 2024, April 8, 2024, April 12, 2024, April 18, 2024 (both reports), April 29, 2024, June 12, 2024, September 10, 2024 and September 19, 2024 and our Current Report on Form 8-K/A filed with the SEC on September 19, 2024 (in each case other than documents or portions of those documents deemed to be furnished but not filed); |
• | the description of our common stock contained in our Form 8-A filed with the SEC on October 11, 2012, including any amendment or reports filed for the purpose of updating such description; and |
• | the sections titled “Risk Factors — Risks Relating to the Combined Company” and “Risk Factors — Risks Relating to Endeavor” contained in our prospectus supplement filed pursuant to Rule 424(b)(2) with the SEC on April 11, 2024 to our Registration Statement on Form S-3 (File No. 333-268495), filed with the SEC on November 21, 2022. |
• | changes in supply and demand levels for oil, natural gas and natural gas liquids, and the resulting impact on the price for those commodities; |
• | the impact of public health crises, including epidemic or pandemic diseases and any related company or government policies or actions; |
• | actions taken by the members of OPEC and Russia affecting the production and pricing of oil, as well as other domestic and global political, economic or diplomatic developments; |
• | changes in general economic, business or industry conditions, including changes in foreign currency exchange rates, interest rates and inflation rates, instability in the financial sector; |
• | regional supply and demand factors, including delays, curtailment delays or interruptions of production, or governmental orders, rules or regulations that impose production limits; |
• | federal and state legislative and regulatory initiatives relating to hydraulic fracturing, including the effect of existing and future laws and governmental regulations; |
• | physical and transition risks relating to climate change; |
• | restrictions on the use of water, including limits on the use of produced water and a moratorium on new produced water well permits recently imposed by the Texas Railroad Commission in an effort to control induced seismicity in the Permian Basin; |
• | significant declines in prices for oil, natural gas, or natural gas liquids, which could require recognition of significant impairment charges; |
• | changes in U.S. energy, environmental, monetary and trade policies; |
• | conditions in the capital, financial and credit markets, including the availability and pricing of capital for drilling and development operations and our environmental and social responsibility projects; |
• | challenges with employee retention and an increasingly competitive labor market; |
• | changes in availability or cost of rigs, equipment, raw materials, supplies and oilfield services; |
• | changes in safety, health, environmental, tax and other regulations or requirements (including those addressing air emissions, water management or the impact of global climate change); |
• | security threats, including cybersecurity threats and disruptions to our business and operations from breaches of our information technology systems, or from breaches of information technology systems of third parties with whom we transact business; |
• | lack of, or disruption in, access to adequate and reliable transportation, processing, storage and other facilities for our oil, natural gas and natural gas liquids; |
• | failures or delays in achieving expected reserve or production levels from existing and future oil and natural gas developments, including due to operating hazards, drilling risks or the inherent uncertainties in predicting reserve and reservoir performance; |
• | difficulty in obtaining necessary approvals and permits; |
• | severe weather conditions; |
• | acts of war or terrorist acts and the governmental or military response thereto; |
• | changes in the financial strength of counterparties to our credit agreement and hedging contracts; |
• | changes in our credit rating; |
• | risks related to our acquisition of Endeavor; |
• | the other risk factors discussed in the section of this prospectus entitled “Risk Factors”; and |
• | other factors disclosed under in our Annual Report on Form 10-K, any of our Quarterly Reports on Form 10-Q or any of our current reports on Form 8-K. |
Name of Selling Stockholder | Shares of Common Stock Beneficially Owned Prior to the Offering(1) | Shares of Common Stock Being Offered Hereby | Shares of Common Stock Beneficially Owned After Completion of the Offering(2) | ||||||||||||
Number | Percent(3) | Number | Number | Percent(3) | |||||||||||
Autry Stephens Management Trust dated March 20, 2018(4) | 12,899,376 | 4.4% | 12,899,376 | — | — | ||||||||||
Linda C. Stephens | 1,172,693 | * | 1,172,670 | 23 | * | ||||||||||
Stephens Family Trust dated June 20, 2007(5) | 65,901,678 | 22.4% | 65,901,525 | 156 | — | ||||||||||
Stephens Family Trust #2 dated March 3, 2012(6) | 36,098,503 | 12.2% | 36,098,477 | 26 | — | ||||||||||
Wolfrock Energy, LLC(7) | 1,195,017 | * | 1,195,017 | — | — | ||||||||||
Total | 117,267,267 | 39.8% | 117,267,065 | 202 | * | ||||||||||
* | Less than 1% |
(1) | For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares which such person has the right to acquire within 60 days. For purposes of computing the percentage of outstanding shares held by each person or group of persons named above, any security which such person or group of persons has the right to acquire within 60 days is deemed to be outstanding for the purpose of computing the percentage ownership for such person or persons but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. As a result, the denominator used in calculating the beneficial ownership among our stockholders may differ. |
(2) | Assumes the selling stockholders dispose of all of the shares of common stock covered by this prospectus and do not acquire beneficial ownership of any additional shares of our common stock. |
(3) | Percentage of beneficial ownership is based upon 294,742,493 shares of common stock outstanding as of September 12, 2024. Because the selling stockholders are not obligated to sell any portion of the shares of our common stock shown as offered by them, we cannot estimate the actual number or percentage of shares of our common stock that will be held by the selling stockholders upon completion of this offering. However, for purposes of this table, we have assumed that, after completion of the offering, none of the shares covered by this prospectus will be held by the selling stockholders. |
(4) | Consists of (i) 11,726,706 shares of common stock owned directly by ACS Capital Holdings, LP, a Texas limited partnership (“ACS Holdings”), the sole limited partner of which is Autry Stephens Management Trust dated March 20, 2018, as amended (“Management Trust”), and (ii) 1,172,670 shares owned directly by Endeavor Manager, LLC (“Endeavor Manager”), the sole member of which is ACS Holdings. ACS Capital Management, LLC (“ACS Management”), a Delaware limited liability company, is the general partner of ACS Holdings. Lyndal Stephens Greth (“Ms. Greth”) is the sole trustee of the Management Trust and the sole manager of ACS Management and has voting and dispositive power over the shares held directly by ACS Holdings and Endeavor Manager. The address of Management Trust is c/o Kevin T. Keen, Esq., Katten Muchin Rosenman LLP, 2121 N. Pearl Street, Suite 1100, Dallas, TX 75201. |
(5) | Consists of 65,901,678 shares of common stock held by SFT 1 Holdings, LLC, a Delaware limited liability company (“SFT 1 Holdings”), the sole member of which is the Stephens Family Trust dated June 20, 2007 (“Stephens Family Trust”), and the manager of which is SFT Management, LLC, a Delaware limited liability company (“SFT Management”). Ms. Greth is sole manager of SFT Management and the co-trustee and the Investment Direction Adviser of the Stephens Family Trust and has voting and dispositive power over the shares held directly by SFT 1 Holdings. The address of the Stephens Family Trust is c/o Kevin T. Keen, Esq., Katten Muchin Rosenman LLP, 2121 N. Pearl Street, Suite 1100, Dallas, TX 75201. |
(6) | Consists of 36,098,503 shares of common stock held by SFT 2 Holdings, LLC, a Delaware limited liability company (“SFT 2 Holdings”), the sole member of which is the Stephens Family Trust #2 dated March 3, 2012 (“Stephens Family Trust #2”), and the manager of which is SFT Management. Ms. Greth is sole manager of SFT Management and the co-trustee and the Investment Direction Adviser of the Stephens Family Trust #2 and has voting and dispositive power over the shares held directly by SFT 2 Holdings. The address of the Stephens Family Trust #2 is c/o Kevin T. Keen, Esq., Katten Muchin Rosenman LLP, 2121 N. Pearl Street, Suite 1100, Dallas, TX 75201. |
(7) | Consists of 1,195,017 shares of common stock held directly by Wolfrock Energy, LLC, a Texas limited liability company. Charles A. Meloy is the sole manager and has voting and dispositive power over the shares of common stock of Wolfrock Energy, LLC. The address of Wolfrock Energy, LLC is 29 S. Parkgate Circle, Shenandoah, TX 77381. |
• | 10% of the closing common shares in the aggregate until the date that is the six month anniversary of the closing of the Acquisition (i.e. March 10, 2025); |
• | 33.4% of the closing common shares in the aggregate until the date that is the 12 month anniversary of the closing of the Acquisition (i.e. September 10, 2025); and |
• | 66.7% of the closing common shares in the aggregate until the date that is the 18 month anniversary of the closing of the Acquisition (i.e. March 10, 2026). |
• | the distinctive serial designation and number of shares of the series; |
• | the voting powers and the right, if any, to elect a director or directors; |
• | the terms of office of any directors the holders of preferred shares are entitled to elect; |
• | the dividend rights, if any; |
• | the terms of redemption, and the amount of and provisions regarding any sinking fund for the purchase or redemption thereof; |
• | the liquidation preferences and the amounts payable on dissolution or liquidation; |
• | the terms and conditions under which shares of the series may or shall be converted into any other series or class of stock or debt of the Company; and |
• | any other terms or provisions which the board of directors is legally authorized to fix or alter. |
• | permits us to enter into transactions with entities in which one or more of our officers or directors are financially or otherwise interested so long as it has been approved by our board of directors in accordance with the General Corporation Law of the State of Delaware (the “DGCL”); |
• | permits our non-employee directors and their affiliates to conduct business that competes with us and to make investments in any kind of property in which we may make investments; and |
• | provides that if any of our non-employee directors or their affiliates become aware of a potential business opportunity, transaction or other matter (other than one expressly offered to that director or his or her affiliate solely in his or her capacity as our director), that director will have no duty to communicate or offer that opportunity to us, and will be permitted to communicate or offer that opportunity to any other entity or individual and that director or officer will not be deemed to have (i) acted in a manner inconsistent with his or her fiduciary duty to us or our stockholders regarding the opportunity or (ii) acted in bad faith or in a manner inconsistent with our best interests. |
• | sales on the Nasdaq Stock Market LLC or any national securities exchange or quotation service on which our common stock may be listed or quoted at the time of sale; |
• | over-the-counter sales or distributions; |
• | to underwriters or dealers for resale to the public or to institutional investors; |
• | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
• | block trades (which may involve crosses) in which the broker-dealer will attempt to sell the common stock as agent, but may position and resell a portion of the block as principal to facilitate the transaction; |
• | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
• | an exchange distribution and/or secondary distribution in accordance with the rules of the applicable exchange; |
• | privately negotiated transactions; |
• | short sales effected after the date of this prospectus; |
• | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
• | broker-dealers may agree to sell a specified number of such common stock at a stipulated price per share; |
• | through the distributions of the shares by any selling stockholder to its general or limited partners, members, managers affiliates, employees, directors or stockholders; |
• | in option transactions; |
• | through agents to the public or to institutional investors; |
• | directly to a limited number of purchasers; |
• | directly to institutional investors; |
• | a combination of any such methods of sale; and |
• | any other method permitted pursuant to applicable law. |
• | commercial and savings banks; |
• | insurance companies; |
• | pension funds; |
• | investment companies; and |
• | educational and charitable institutions. |
• | our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 22, 2024; |
• | our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024 and June 30, 2024, filed with the SEC on May 2, 2024 and August 7, 2024; |
• | the information specifically incorporated by reference into the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 from our definitive proxy statement on Schedule 14A, filed with the SEC on April 25, 2024; |
• | our Current Reports on Form 8-K filed with the SEC on February 12, 2024, March 6, 2024, March 18, 2024, April 8, 2024, April 12, 2024, April 18, 2024 (both reports), April 29, 2024, June 12, 2024, September 10, 2024 and September 19, 2024 and our Current Report on Form 8-K/A filed with the SEC on September 19, 2024 (in each case other than documents or portions of those documents deemed to be furnished but not filed); |
• | the description of our common stock contained in our Form 8-A filed with the SEC on October 11, 2012, including any amendment or reports filed for the purpose of updating such description; and |
• | the sections titled “Risk Factors — Risks Relating to the Combined Company” and “Risk Factors — Risks Relating to Endeavor” contained in our prospectus supplement filed pursuant to Rule 424(b)(2) with the SEC on April 11, 2024 to our Registration Statement on Form S-3 (File No. 333-268495), filed with the SEC on November 21, 2022. |
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Date | Price Target | Rating | Analyst |
---|---|---|---|
10/14/2024 | $195.00 | Neutral | Citigroup |
10/4/2024 | $205.00 → $215.00 | Market Perform → Outperform | BMO Capital Markets |
10/2/2024 | $216.00 → $210.00 | Equal Weight → Overweight | Barclays |
10/2/2024 | $167.00 → $182.00 | Overweight | JP Morgan |
9/16/2024 | $185.00 | Hold | Jefferies |
7/18/2024 | Peer Perform | Wolfe Research | |
6/6/2024 | $243.00 | Outperform | Bernstein |
4/10/2024 | $214.00 | Equal Weight | Barclays |
4 - Diamondback Energy, Inc. (0001539838) (Issuer)
3 - Diamondback Energy, Inc. (0001539838) (Issuer)
4 - Diamondback Energy, Inc. (0001539838) (Issuer)
MIDLAND, Texas, Nov. 04, 2024 (GLOBE NEWSWIRE) -- Diamondback Stockholders, This letter is meant to be a supplement to our earnings release and is being furnished to the Securities and Exchange Commission (SEC) and released to our stockholders simultaneously with our earnings release. Please see the information regarding forward-looking statements and non-GAAP financial information included at the end of this letter. Endeavor Closing: Diamondback closed the Endeavor transaction on September 10th, which began the next chapter of the Company's short history. In just under two months, the Diamondback and Endeavor teams have worked quickly towards a seamless integration. We onboarded more
MIDLAND, Texas, Nov. 04, 2024 (GLOBE NEWSWIRE) -- Diamondback Energy, Inc. (NASDAQ:FANG) ("Diamondback" or the "Company") today announced financial and operating results for the third quarter ended September 30, 2024. THIRD QUARTER 2024 HIGHLIGHTS As previously announced, closed merger with Endeavor Energy Resources, L.P. ("Endeavor") on September 10, 2024Average production of 321.1 MBO/d (571.1 MBOE/d)Net cash provided by operating activities of $1.2 billion; Operating Cash Flow Before Working Capital Changes (as defined and reconciled below) of $1.4 billionCash capital expenditures of $688 millionFree Cash Flow (as defined and reconciled below) of $708 million; Adjusted Free Cash Flow
MIDLAND, Texas, Nov. 04, 2024 (GLOBE NEWSWIRE) -- Viper Energy, Inc., (NASDAQ:VNOM) ("Viper" or the "Company"), a subsidiary of Diamondback Energy, Inc. (NASDAQ:FANG) ("Diamondback"), today announced financial and operating results for the third quarter ended September 30, 2024. THIRD QUARTER HIGHLIGHTS Q3 2024 average production of 26,978 bo/d (49,370 boe/d), an increase of 2.4% from Q2 2024Q3 2024 consolidated net income (including non-controlling interest) of $109.0 million; net income attributable to Viper Energy, Inc. of $48.9 million, or $0.52 per common shareQ3 2024 cash available for distribution to Viper's common shares (as defined and reconciled below) of $75.4 million, or $0.7
MIDLAND, Texas, Nov. 04, 2024 (GLOBE NEWSWIRE) -- Diamondback Stockholders, This letter is meant to be a supplement to our earnings release and is being furnished to the Securities and Exchange Commission (SEC) and released to our stockholders simultaneously with our earnings release. Please see the information regarding forward-looking statements and non-GAAP financial information included at the end of this letter. Endeavor Closing: Diamondback closed the Endeavor transaction on September 10th, which began the next chapter of the Company's short history. In just under two months, the Diamondback and Endeavor teams have worked quickly towards a seamless integration. We onboarded more
MIDLAND, Texas, Nov. 04, 2024 (GLOBE NEWSWIRE) -- Diamondback Energy, Inc. (NASDAQ:FANG) ("Diamondback" or the "Company") today announced financial and operating results for the third quarter ended September 30, 2024. THIRD QUARTER 2024 HIGHLIGHTS As previously announced, closed merger with Endeavor Energy Resources, L.P. ("Endeavor") on September 10, 2024Average production of 321.1 MBO/d (571.1 MBOE/d)Net cash provided by operating activities of $1.2 billion; Operating Cash Flow Before Working Capital Changes (as defined and reconciled below) of $1.4 billionCash capital expenditures of $688 millionFree Cash Flow (as defined and reconciled below) of $708 million; Adjusted Free Cash Flow
Acquisition of High-Quality Acreage in Core Regions of the Permian to Generate Accretive Growth Texas Pacific Land Corporation (NYSE:TPL) (the "Company" or "TPL") today announced the closing of an acquisition of Permian oil and gas mineral and royalty interests for $286 million in cash. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20241002719080/en/Asset Map (Graphic: Business Wire) The interests span across approximately 7,490 net royalty acres ("NRA") located primarily in the Midland Basin in Martin (~2,220 NRA), Midland (~2,080 NRA), and other counties, with over 80% of the acquired interests adjacent to or overlapping existi
10-Q - Diamondback Energy, Inc. (0001539838) (Filer)
8-K - Diamondback Energy, Inc. (0001539838) (Filer)
8-K - Diamondback Energy, Inc. (0001539838) (Filer)
B of A Securities analyst Kalei Akamine maintains Diamondback Energy (NASDAQ:FANG) with a Neutral and raises the price target from $201 to $215.
Financial giants have made a conspicuous bearish move on Diamondback Energy. Our analysis of options history for Diamondback Energy (NASDAQ:FANG) revealed 8 unusual trades. Delving into the details, we found 12% of traders were bullish, while 25% showed bearish tendencies. Out of all the trades we spotted, 3 were puts, with a value of $91,850, and 5 were calls, valued at $152,830. What's The Price Target? Analyzing the Volume and Open Interest in these contracts, it seems that the big players have been eyeing a price window from $166.75 to $220.0 for Diamondback Energy during the past quarter. Analyzing Volume & Open Interest Assessing the volume and open interest is a strategic step in opt
MIDLAND, Texas, Dec. 15, 2022 (GLOBE NEWSWIRE) -- Viper Energy Partners LP (NASDAQ:VNOM) ("Viper" or the "Company"), a subsidiary of Diamondback Energy, Inc. (NASDAQ:FANG) ("Diamondback"), today announced that Rosalind Redfern Grover, who has served as a member of the Board of Directors of Viper's General Partner since 2014, has elected to retire from the Board, effective at the end of the year. "On behalf of the entire Board and management team, I would like to thank Rosalind for her over eight years of service as a member of the Board. Her leadership and experience in the oil and gas industry was instrumental in helping Viper pave the way as a public company in the minerals and royaltie
Citigroup resumed coverage of Diamondback Energy with a rating of Neutral and set a new price target of $195.00
BMO Capital Markets upgraded Diamondback Energy from Market Perform to Outperform and set a new price target of $215.00 from $205.00 previously
Barclays upgraded Diamondback Energy from Equal Weight to Overweight and set a new price target of $210.00 from $216.00 previously
SC 13G/A - Diamondback Energy, Inc. (0001539838) (Subject)
SC 13G/A - Diamondback Energy, Inc. (0001539838) (Subject)
SC 13G/A - Diamondback Energy, Inc. (0001539838) (Subject)