Diamondback Energy Announces Pricing of Upsized Secondary Common Stock Offering
2024年9月20日 - 12:35PM
Diamondback Energy, Inc. (NASDAQ: FANG) (“Diamondback”) announced
today the upsize and pricing of an underwritten public offering
of 12,770,000 shares of its common stock (the “Secondary
Offering”) by certain Legacy Endeavor Stockholders (the “Selling
Stockholders”). The gross proceeds from the sale of the shares by
the Selling Stockholders will be approximately $2.2 billion.
Diamondback will not receive any proceeds from the sale of the
shares by the Selling Stockholders. The Secondary Offering is
expected to close on September 23, 2024, subject to customary
closing conditions.
The Selling Stockholders have also granted the underwriters a
30-day option to purchase up to an additional 1,615,500 shares of
common stock.
In addition, Diamondback has agreed to purchase from the
underwriters 2,000,000 shares of common stock that are the subject
of the Secondary Offering at a price per share equal to the price
per share to be paid by the underwriters to the Selling
Stockholders (the “Share Repurchase”) under Diamondback’s existing
share repurchase program. Diamondback plans to fund the Share
Repurchase from existing cash on hand. The underwriters will not
receive any compensation for the shares being repurchased by
Diamondback in the Share Repurchase.
Evercore ISI, Citigroup and J.P. Morgan are acting as joint
book-running managers for the Secondary Offering.
Copies of the written base prospectus and prospectus supplement
for the Secondary Offering, when available, may be obtained from
Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East
52nd Street, 35th Floor, New York, New York 10055, by telephone at
(888) 474-0200, or by email at ecm.prospectus@evercore.com;
Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, NY 11717 (Tel: 800-831-9146); and J.P. Morgan
Securities LLC, c/o Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, New York 11717, via email at
prospectus-eq_fi@jpmchase.com.
The common stock will be sold pursuant to an effective automatic
shelf registration statement on Form S-3 previously filed with the
Securities and Exchange Commission.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. The Secondary Offering may only be made by
means of a prospectus supplement and related base prospectus.
About Diamondback Energy, Inc.
Diamondback is an independent oil and natural gas company
headquartered in Midland, Texas focused on the acquisition,
development, exploration and exploitation of unconventional,
onshore oil and natural gas reserves in the Permian Basin in West
Texas.
Cautionary Note Regarding Forward-Looking
Statements
This news release contains “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, which involve risks, uncertainties, and assumptions. All
statements, other than statements of historical fact, including
statements regarding the completion of the Secondary Offering,
Diamondback’s future performance; business strategy; future
operations (including drilling plans and capital plans); estimates
and projections of revenues, losses, costs, expenses, returns, cash
flow, and financial position; reserve estimates and its ability to
replace or increase reserves; anticipated benefits of strategic
transactions (including acquisitions and divestitures); and plans
and objectives of management (including plans for future cash flow
from operations and for executing environmental strategies) are
forward-looking statements. When used in this news release or
otherwise by Diamondback, the words “aim,” “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “forecast,” “future,”
“guidance,” “intend,” “may,” “model,” “outlook,” “plan,”
“positioned,” “potential,” “predict,” “project,” “seek,” “should,”
“target,” “will,” “would,” and similar expressions (including the
negative of such terms) as they relate to Diamondback are intended
to identify forward-looking statements, although not all
forward-looking statements contain such identifying words. Although
Diamondback believes that the expectations and assumptions
reflected in its forward-looking statements are reasonable as and
when made, they involve risks and uncertainties that are difficult
to predict and, in many cases, beyond Diamondback’s control.
Accordingly, forward-looking statements are not guarantees of
future performance and Diamondback’s actual outcomes could differ
materially from what Diamondback has expressed in its
forward-looking statements. Information concerning these risks and
uncertainties and other factors can be found in Diamondback’s
filings with the U.S. Securities and Exchange Commission ("SEC"),
including the registration statement, prospectus and prospectus
supplement relating to the Secondary Offering and its reports on
Forms 10-K, 10-Q and 8-K, each of which can be obtained free of
charge on the SEC’s web site at http://www.sec.gov. Diamondback
undertakes no obligation to update or revise any forward-looking
statement unless required by applicable law.
Investor Contact:Adam Lawlis+1
432.221.7467alawlis@diamondbackenergy.com
Diamondback Energy (NASDAQ:FANG)
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