GlobeNewswire Inc | Apr 1, 2021 08:30AM EDT

April 01, 2021

MIDLAND, Texas, April 01, 2021 (GLOBE NEWSWIRE) -- Diamondback Energy, Inc. (NASDAQ:FANG) (Diamondback or the Company) announced today the final results of Diamondbacks previously announced (i) cash tender offer (the Diamondback Tender Offer) to purchase any and all of Diamondbacks outstanding 5.375% Senior Notes due 2025 (the 2025 Notes) pursuant to the Offer to Purchase for Cash and Consent Solicitation Statement, dated March 4, 2021 (the Diamondback Offer to Purchase) and (ii) cash tender offers (the QEP Tender Offers and, together with the Diamondback Tender Offer, the Tender Offers) to purchase any and all of QEP Resources, Inc.s (QEP) outstanding 5.375% Senior Notes due 2022 (the 2022 Notes), 5.250% Senior Notes due 2023 (the 2023 Notes) and 5.625% Senior Notes due 2026 (the 2026 Notes and, together with the 2022 Notes and the 2023 Notes, the QEP Notes and, together with the 2025 Notes, the Notes) from holders of each series of the QEP Notes pursuant to the Offer to Purchase for Cash and Consent Solicitation Statement, dated March 4, 2021 (the QEP Offer to Purchase and, together with the Diamondback Offer to Purchase, the Offers to Purchase). In connection with the Tender Offers, Diamondback also solicited consents from holders of each series of the Notes (collectively, the Consent Solicitations) to effect certain amendments (the Proposed Amendments) to the indentures governing each series of the Notes (collectively, the Indentures).

According to information received fromD.F. King & Co., Inc., the tender agent and information agent for the Tender Offers and Consent Solicitations, as of11:59 p.m.,New York Citytime, onMarch 31, 2021(the Expiration Date), an aggregate of$367,790,000principal amount of the 2025 Notes, representing approximately 45.97% of the outstanding 2025 Notes and an aggregate of$1,548,731,000principal amount of the QEP Notes, representing approximately 96.68% of the outstanding QEP Notes (which consists of an aggregate of$440,161,000principal amount of the 2022 Notes, representing approximately 94.65% of the outstanding 2022 Notes, an aggregate of$626,815,000principal amount of the 2023 Notes, representing approximately 98.43% of the outstanding 2023 Notes and an aggregate of$481,755,000principal amount of the 2026 Notes, representing approximately 96.35% of the outstanding 2026 Notes), had been validly tendered and not withdrawn pursuant to the Tender Offers and Consent Solicitations.

The Tender Offers and the Consent Solicitations were conditioned on the closing of the acquisition of QEP by the Company pursuant to an Agreement and Plan of Merger (the Merger Agreement), by and among QEP, Diamondback and Bohemia Merger Sub, Inc., dated as of December 20, 2020. The transactions contemplated by the Merger Agreement closed onMarch 17, 2021, as a result of which QEP is now a wholly owned subsidiary of Diamondback. Consummation of the Tender Offers and payment for the Notes validly tendered pursuant to the Tender Offers remain subject to the satisfaction or waiver of certain conditions as set forth in the Offers to Purchase.

Each of the Tender Offers and Consent Solicitations expired on the Expiration Date, and no tenders submitted after the Expiration Date will be valid. The deadline for holders to validly withdraw tenders of the Notes and revoke consents was on March 17, 2021 (the Early Tender Date). March 24, 2021 (the Initial Settlement Date) was the settlement date for Notes tendered prior to the Early Tender Date and accepted for payment on March 23, 2021. Subject to the satisfaction or waiver of certain conditions set forth in the Offers to Purchase, Diamondback expects April 2, 2021 to be the final settlement date for Notes accepted for payment that were validly tendered after the Early Tender Date but prior to the Expiration Date.

Because the principal amount of QEP Notes tendered prior to the Early Tender Date exceeded a majority of the outstanding QEP Notes, treated as one class, the requisite consents necessary to adopt the Proposed Amendments with respect to the QEP Notes as described in the QEP Offer to Purchase was obtained, and Diamondback caused QEP to execute a supplement to the Indentures with respect to the QEP Notes to effect the Proposed Amendments to such Indentures. The Proposed Amendments became operative with respect to the QEP Notes on the Initial Settlement Date when Diamondback purchased a majority in aggregate principal amount of the outstanding QEP Notes, treated as one class, pursuant to the QEP Tender Offer.

Goldman Sachs & Co. LLC, Morgan Stanley and Wells Fargo Securities were retained as dealer managers and solicitation agents. D.F. King & Co., Inc. was retained to serve as both the tender agent and the information agent. Persons with questions regarding the Tender Offers and the Consent Solicitations should contact Goldman Sachs & Co. LLC at (212) 902-5962 (collect) or (800) 828-3182 (U.S. toll-free), Morgan Stanley at (212) 761-1057 (collect) or (800) 624-1808 (U.S. toll-free) and Wells Fargo Securities at (704) 410-4756 (collect) or (866) 309-6316 (U.S. toll-free). Copies of the Offers to Purchase and other related materials may be obtained by contacting D.F. King & Co., Inc. at 1 (866) 796-1292 (US toll-free) or 1 (212) 269-5550 (collect) or email: diamondback@dfking.com.

This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. No offer, solicitation, purchase or sale was made in any jurisdiction in which such offer, solicitation, or sale would have been unlawful. The Tender Offers were made solely pursuant to the terms and conditions set forth in the applicable Offers to Purchase. None of Diamondback or its affiliates, its board of directors, QEP, the dealer managers, the tender agent and the information agent or the trustee for the Notes made any recommendation as to whether holders of the Notes should have tendered or refrained from tendering the Notes.

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 primarily in the Permian Basin in West Texas.

Forward Looking Statements

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than historical facts, that address activities that Diamondback assumes, plans, expects, believes, intends or anticipates (and other similar expressions) will, should or may occur in the future are forward-looking statements. The forward-looking statements are based on managements current beliefs, based on currently available information, as to the outcome and timing of future events, including with respect to the Tender Offers, any future debt financing transactions, current adverse industry and macroeconomic conditions, commodity price volatility, production levels, the impact of the recent presidential and congressional elections on energy and environmental policies and regulations, any other potential regulatory actions (including those that may impose production limits in the Permian Basin), the impact and duration of the ongoing COVID-19 pandemic, acquisitions and sales of assets (including the recently completed Guidon acquisition and the QEP acquisition discussed in this news release and anticipated synergies), future dividends, production, drilling and capital expenditure plans, severe weather conditions (including the impact of the recent severe winter storms on production volumes), impact of impairment charges and effects of hedging arrangements. These forward-looking statements involve certain risks and uncertainties that could cause the results to differ materially from those expected by the management of Diamondback. Information concerning these risks and other factors can be found in Diamondbacks filings with the Securities and Exchange Commission ("SEC"), including its reports on Forms 10-K, 10-Q and 8-K, which can be obtained free of charge on the SECs web site at http://www.sec.gov. Diamondback undertakes no obligation to update or revise any forward-looking statement.

Investor Contact:Adam Lawlis+1 432.221.7467alawlis@diamondbackenergy.com