Diamondback Energy starts tender offers for 5 3/8% notes and QEP notes

Chicago, March 9 – Diamondback Energy Inc. started any-and-all tender offers for one series of notes issued by Diamondback and three series of notes issued by QEP Resources, Inc. along with consent solicitations, according to a press release.

Tender offers

The company is offering to purchase any and all of Diamondback’s $800 million outstanding 5 3/8% senior notes due 2025 (Cusip: 25278XAH2) for a total tender consideration of $1,033.75 per $1,000 note.

Additionally, Diamondback is offering to purchase any and all notes from the following three series issued by QEP Resources:

• $465,061,000 outstanding of the 5 3/8% senior notes due 2022 (Cusip: 74733VAB6) for a total tender consideration of $1,058.75 per $1,000 note;

• $636,840,000 outstanding of the 5¼% senior notes due 2023 (Cusip: 74733VAC4) for a total tender consideration of $1,058.75 per $1,000 note; and

• $500 million outstanding of the 5 5/8% senior notes due 2026 (Cusip: 74733VAD2) for a total tender consideration of $1,152.50 per $1,000 note.

The total considerations include a $30 early tender premium per $1,000 note.

Consent solicitation

There is a related consent solicitation as part of the offer.

The amendments in the consent solicitation would eliminate substantially all of the restrictive covenants and related provisions and some events of default contained in the indenture.

Holders may not tender their notes without delivering consents and vice versa.

Noteholders representing a majority of the notes must deliver consents to amend the provisions.

Details

The tender offers, which began on March 4, are being made in connection with, and are conditioned upon, the acquisition of QEP by Diamondback.

The stockholder meeting to approve the merger is scheduled for March 16.

Additionally, the tender offers and consent solicitations are conditioned upon Diamondback completing at least one investment-grade public debt financing transactions that is sufficient with not more than $500 million being used under the company’s credit facility to pay for the offers.

The tender offers are also conditioned upon the receipt of a sufficient number of consents in the related consent solicitations.

The early deadline is 5 p.m. ET on March 17, also the withdrawal deadline.

The early acceptance date is currently planned for March 23, with early settlement expected soon after that.

The offer and consent solicitation will both expire at 11:59 p.m. ET on March 31.

Final settlement, if necessary, will occur on April 2.

Goldman Sachs & Co. LLC (212 902-5962, 800 828-3182), Morgan Stanley (212 761-1057, 800 624-1808) and Wells Fargo Securities (704 410-4756, 866 309-6316) are dealer managers and solicitation agents.

D.F. King & Co., Inc. is the tender agent and the information agent (866 796-1292, 212 269-5550, diamondback@dfkings.com).

Diamondback is a Midland, Tex., oil and natural gas company.

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