Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 18, 2018




(Exact Name of Registrant as Specified in Charter)




Delaware   001-35700   45-4502447

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification Number)

500 West Texas

Suite 1200

Midland, Texas

(Address of principal executive offices)     (Zip code)

(432) 221-7400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act


Soliciting material pursuant to Rule 14a-12 under the Exchange Act


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act  ☐




Item 8.01.

Other Events.

Notes Offering

On September 18, 2018, Diamondback Energy, Inc. (“Diamondback”) issued a press release announcing that it proposes to offer, subject to market conditions and other factors, $500.0 million aggregate principal amount of its 4.750% Senior Notes due 2024 (the “Notes”) under its existing indenture, dated as of October 28, 2016 (the “Tack-On Offering”). Diamondback intends to use the net proceeds from the Tack-On Offering to repay the outstanding borrowings under the revolving credit facility of Diamondback O&G LLC, Diamondback’s wholly-owned subsidiary, and for general corporate purposes, which may include a portion of the cash consideration for the pending acquisition of certain assets from Ajax Resources, LLC. The Notes will be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. This report is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.


Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.





99.1    Press release dated September 18, 2018 entitled “Diamondback Energy Launches $500 Million Tack-On Offering of Senior Notes.”


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Date: September 18, 2018     By:  

/s/ Teresa L. Dick


Teresa L. Dick

Executive Vice President, Chief Financial Officer and Assistant Secretary