Diamondback Energy, Inc DEFA14A, filed Mar 6, 2024

Diamondback Energy, Inc. (FANG)

DEFA14A 2024-03-06

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Delaware	001-35700	45-4502447
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☒	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	FANG	The Nasdaq Stock Market LLC (NASDAQ Global Select Market)

Exhibit No.		Description

10.1		Term Loan Credit Agreement, dated as of February 29, 2024, by and among the Company, the Borrower, the lenders party thereto, and Citibank, N.A., as Administrative Agent.

10.2		Fourteenth Amendment to Second Amended and Restated Credit Agreement, dated as of March 6, 2024, by and among the Company, the Borrower, the lenders and other parties party thereto, and Wells Fargo Bank, National Association, as Administrative Agent.

104		Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document

	Diamondback Energy, Inc.



	By:	/s/ Kaes Van’t Hof
		Kaes Van’t Hof
		President and Chief Financial Officer

Article I Definitions and Accounting Matters		2
Section 1.01	Terms Defined Above	2
Section 1.02	Certain Defined Terms	2
Section 1.03	Types of Loans and Borrowings	31
Section 1.04	Terms Generally; Rules of Construction	32
Section 1.05	Accounting Terms and Determinations; GAAP	32
Section 1.06	Divisions	32
Section 1.07	Interest Rates	32
Article II The Credits		33
Section 2.01	Commitments	33
Section 2.02	Loans and Borrowings	33
Section 2.03	Requests for Borrowings	34
Section 2.04	Interest Elections	35
Section 2.05	Funding of Borrowings	36
Section 2.06	Termination and Reduction of Commitments	37
Section 2.07	[Reserved]	38
Section 2.08	[Reserved]	38
Section 2.09	[Reserved]	38
Section 2.10	Defaulting Lenders	38
Article III Payments of Principal and Interest; Prepayments; Fees		39
Section 3.01	Repayment of Loans	39
Section 3.02	Interest	39
Section 3.03	Changed Circumstances	40
Section 3.04	Prepayments	42
Section 3.05	Fees	43
Article IV Payments; Pro Rata Treatment; Sharing of Set-offs		43
Section 4.01	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	43
Section 4.02	Presumption of Payment by the Borrower	44
Article V Increased Costs; Break Funding Payments; Taxes; Illegality		45
Section 5.01	Increased Costs	45
Section 5.02	Break Funding Payments	46
Section 5.03	Taxes	46
Section 5.04	Mitigation Obligations	50
Article VI Conditions Precedent		50
Section 6.01	Effective Date	50
Section 6.02	Funding Date	52
Section 6.03	Action by Lenders During Certain Funds Period	54

Article VII Representations and Warranties		54
Section 7.01	Organization; Powers	54
Section 7.02	Authority; Enforceability	55
Section 7.03	Approvals; No Conflicts	55
Section 7.04	Financial Condition; No Material Adverse Change	55
Section 7.05	Litigation	56
Section 7.06	Environmental Matters	56
Section 7.07	Compliance With Laws	56
Section 7.08	Investment Company	56
Section 7.09	Taxes	56
Section 7.10	ERISA	57
Section 7.11	Disclosure; No Material Misstatement	57
Section 7.12	Use of Loans	58
Section 7.13	Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions	58
Article VIII Affirmative Covenants		59
Section 8.01	Financial Statements; Other Information	59
Section 8.02	Notices of Material Events	60
Section 8.03	Existence	60
Section 8.04	Payment of Taxes	61
Section 8.05	[Reserved]	61
Section 8.06	Insurance	61
Section 8.07	Books and Records	61
Section 8.08	Compliance With Laws	61
Section 8.09	Environmental Matters	62
Section 8.10	[Reserved]	62
Section 8.11	Unrestricted Subsidiaries	62
Article IX Negative Covenants		62
Section 9.01	Financial Covenant	62
Section 9.02	Subsidiary Debt	62
Section 9.03	Liens	63
Section 9.04	Proceeds of Loans	65
Section 9.05	Mergers, Etc.	65
Section 9.06	Designation of Restricted and Unrestricted Subsidiaries	66
Article X Events of Default; Remedies		67
Section 10.01	Events of Default	67
Section 10.02	Remedies	68
Article XI The Administrative Agent		70
Section 11.01	Appointment; Powers	70
Section 11.02	Duties and Obligations of Administrative Agent	71
Section 11.03	Action by Administrative Agent	71
Section 11.04	Reliance by Administrative Agent	72
Section 11.05	Subagents	72
Section 11.06	Resignation of the Administrative Agent	73

Section 11.07	Agents as Lenders	73
Section 11.08	No Reliance	73
Section 11.09	Administrative Agent May File Proofs of Claim	74
Section 11.10	Authority of Administrative Agent to Release Guarantors	75
Section 11.11	The Arrangers and the Syndication Agents	75
Section 11.12	Erroneous Payments	75
Article XII Miscellaneous		78
Section 12.01	Notices	78
Section 12.02	Waivers; Amendments	79
Section 12.03	Expenses, Indemnity; Damage Waiver	81
Section 12.04	Successors and Assigns	84
Section 12.05	Survival; Revival; Reinstatement	88
Section 12.06	Counterparts; Integration; Effectiveness	88
Section 12.07	Severability	89
Section 12.08	Right of Setoff	89
Section 12.09	GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS	90
Section 12.10	Headings	91
Section 12.11	Confidentiality	92
Section 12.12	Interest Rate Limitation	93
Section 12.13	EXCULPATION PROVISIONS	93
Section 12.14	Swap Agreements	94
Section 12.15	No Third Party Beneficiaries	94
Section 12.16	USA PATRIOT Act Notice	94
Section 12.17	[Reserved]	94
Section 12.18	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	95
Section 12.19	Certain ERISA Matters	95
Section 12.20	Acknowledgment Regarding Any Supported QFCs	96

*Ratings Grid*
	Pricing Level I	Pricing Level II	Pricing Level III	Pricing Level IV	Pricing Level V
Index Debt Rating (S&P/Moody’s/Fitch)	≥ BBB+/ Baa1/BBB+	BBB/ Baa2/BBB	BBB-/ Baa3/BBB-	BB+/ Ba1/BB+	≤ BB/ Ba2/BB
Tranche A SOFR Loans	1.125%	1.250%	1.500%	1.750%	2.000%
Tranche A ABR Loans	0.125%	0.250%	0.500%	0.750%	1.000%
Tranche B SOFR Loans	1.250%	1.375%	1.625%	1.875%	2.125%
Tranche B ABR Loans	0.250%	0.375%	0.625%	0.875%	1.125%

	DIAMONDBACK E&P LLC, as the Borrower

	By:	/s/ Kaes Van't Hof
		Name: Kaes Van't Hof
		Title: President and Chief Financial Officer

	DIAMONDBACK ENERGY, INC., as the Parent Guarantor

	By:	/s/ Kaes Van't Hof
		Name: Kaes Van't Hof
		Title: President and Chief Financial Officer

	CITIBANK, N.A., individually as a Lender and as the Administrative Agent,

	By:	/s/ Maureen Maroney
		Name: Maureen Maroney
		Title: Vice President

	Bank of America, N.A., as a Lender:

	By:	/s/ Greg Smothers
		Name: Greg Smothers
		Title: Director

	THE TORONTO-DOMINION BANK, NEW YORK BRANCH as a Lender:

	By:	/s/ Evans Swann
		Name: Evans Swann
		Title: Authorized Signatory

	GOLDMAN SACHS BANK USA, as a Lender:

	By:	/s/ Charles Johnston
		Name: Charles Johnston
		Title: Authorized Signatory

	MORGAN STANLEY BANK, N.A., as a Lender:

	By:	/s/ Michael King
		Name: Michael King
		Title: Authorized Signatory

	PNC BANK, NATIONAL ASSOCIATION, as a Lender:

	By:	/s/ Brittany Lehr
		Name: Brittany Lehr
		Title: Senior Vice President

	THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, as a Lender:

	By:	/s/ Sam Cutler
		Name: Sam Cutler
		Title: Director

	U.S. BANK NATIONAL ASSOCIATION, as a Lender:

	By:	/s/ Bruce Hernandez
		Name: Bruce Hernandez
		Title: Senior Vice President

	For any Lender requiring a second signature block:

	By:
		Name:
		Title:

	WELLS FARGO BANK, N.A., as a Lender:

	By:	/s/ Michael Real
		Name: Michael Real
		Title: Managing Director

	BARCLAYS BANK PLC, as a Lender:

	By:	/s/ Sydney G. Dennis
		Name: Sydney G. Dennis
		Title: Director

	Capital One, National Association, as a Lender:

	By:	/s/ Jason Groll
		Name: Jason Groll
		Title: Director

	JPMORGAN CHASE BANK, N.A., as a Lender:

	By:	/s/ Kyle Gruen
		Name: Kyle Gruen
		Title: Authorized Officer

	ROYAL BANK OF CANADA, as a Lender:

	By:	/s/ Don J. McKinnerney
		Name: Don J. McKinnerney
		Title: Authorized Signatory

	TRUIST BANK, as a Lender:

	By:	/s/ Greg Krablin
		Name: Greg Krablin
		Title: Director

	Comerica Bank, as a Lender:

	By:	/s/ Cassandra Lucas
		Name: Cassandra Lucas
		Title: Vice President

	BOKF, NA dba Bank of Oklahoma as a Lender:

	By:	/s/ John Krenger
		Name: John Krenger
		Title: Senior Vice President

Name of Lender	Tranche A	Tranche B
Citibank, N.A.	$85,000,000	$42,500,000
Bank of America, N.A.	$80,000,000	$40,000,000
The Toronto-Dominion Bank, New York Branch	$80,000,000	$40,000,000
Goldman Sachs Bank USA	$75,000,000	$37,500,000
Morgan Stanley Bank, N.A.	$75,000,000	$37,500,000
Wells Fargo Bank, National Association	$75,000,000	$37,500,000
Barclays Bank PLC	$60,000,000	$30,000,000
Capital One, National Association	$60,000,000	$30,000,000
JPMorgan Chase Bank, N.A.	$60,000,000	$30,000,000
PNC Bank, National Association	$60,000,000	$30,000,000
Royal Bank of Canada	$60,000,000	$30,000,000
The Bank of Nova Scotia	$60,000,000	$30,000,000
Truist Bank	$60,000,000	$30,000,000
U.S. Bank National Association	$60,000,000	$30,000,000
Comerica Bank	$25,000,000	$12,500,000
BOKF, NA dba Bank of Oklahoma	$25,000,000	$12,500,000
Total	$1,000,000,000	$500,000,000

	DIAMONDBACK E&P LLC

	By:
	Name:
	Title:

	DIAMONDBACK ENERGY, INC.

	By:
	Name:
	Title:

1.	Assignor:	______________________________

2.	Assignee:	______________________________

		[and is an Affiliate of [identify Lender]²]

3.	Borrower:	Diamondback E&P LLC

4.	Administrative Agent: Citibank, N.A., as the administrative agent under the Credit Agreement

5.	Credit Agreement: The Term Loan Credit Agreement dated as of February 29, 2024 among Diamondback E&P LLC, Diamondback Energy, Inc., the Lenders parties thereto, Citibank, N.A., as Administrative Agent, and the other agents parties thereto, together with all amendments, restatements, supplements or other modifications thereto.

Commitment Assigned	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans³
	$	$	%
	$	$	%
	$	$	%

	ASSIGNOR

	[NAME OF ASSIGNOR]

	By:
	Title:

	ASSIGNEE

	[NAME OF ASSIGNEE]

	By:
	Title:

[Consented to and]⁴Accepted:

Citibank, N.A., as
Administrative Agent

By
Title:

[Consented to:]⁵

Diamondback E&P LLC

By
Name:
Title:

		DIAMONDBACK E&P LLC, as Borrower

		By:	/s/ Kaes Van’t Hof
		Name: Kaes Van’t Hof
		Title: President and Chief Financial Officer

		DIAMONDBACK ENERGY, INC., as the Parent Guarantor

		By:	/s/ Kaes Van’t Hof
		Name: Kaes Van’t Hof
		Title: President and Chief Financial Officer

	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, a Lender, Issuing Bank, and Swingline Lender

	By:	/s/ Michael Real
		Name: Michael Real
		Title: Managing Director

	Bank of America, N.A., as a Lender

	By:	/s/ Greg Smothers
		Name: Greg Smothers
		Title: Director

	BARCLAYS BANK PLC, as a Lender

	By:	/s/ Sydney G. Dennis
		Name: Sydney G. Dennis
		Title: Director

	CITIBANK N.A., as a Lender

	By:	/s/ Maureen Maroney
		Name: Maureen Maroney
		Title: Vice President

	GOLDMAN SACHS BANK USA, as a Lender

	By:	/s/ Charlie Johnston
		Name: Charlie Johnston
		Title: Authorized Signatory