SECURITIES AND EXCHANGE COMMISSION
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): March 4, 2021
DIAMONDBACK ENERGY, INC.
(Exact Name of Registrant as Specified in Charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
|500 West Texas|
|(Address of principal |
(Registrant's telephone number, including area code)
(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 (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))
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock||FANG||The Nasdaq Stock Market LLC|
|(NASDAQ Global Select Market)|
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.
On March 4 2021, Diamondback Energy, Inc. (“Diamondback” or the “Company”) issued a press release announcing, in connection with the pending all-stock acquisition of QEP Resources, Inc. (“QEP”), that it has commenced, subject to financing, the closing of the QEP acquisition and other conditions, (i) a cash tender offer (the “Diamondback Tender Offer”) to purchase any and all of Diamondback’s outstanding 5.375% Senior Notes due 2025 (the “2025 Notes”) 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’s 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, the QEP Notes, together with the 2025 Notes, the “Notes”) from holders of each series of the Notes. In connection with the Tender Offers, Diamondback is also soliciting consents from holders of the QEP Notes and the 2025 Notes to effect certain amendments to the indentures governing each series of the Notes.
A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
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 hereunto duly authorized.
|DIAMONDBACK ENERGY, INC.|
|Date:||March 4, 2021|
|By:||/s/ Teresa L. Dick|
|Name:||Teresa L. Dick|
|Title:||Executive Vice President, Chief Accounting|
|Officer and Assistant Secretary|