Diamondback gives final tender results for 5 3/8% notes, QEP notes

Chicago, April 1 – Diamondback Energy Inc. announced the final results for its 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 on Thursday morning.

The offer ended at 11:59 p.m. ET on March 31.

Final tender results

The company has offered 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.

As of the final deadline, noteholders had tendered $367.79 million of their notes, or 45.97%.

Additionally, in Diamondback’s offer to purchase any and all notes from the three series listed below, and issued by QEP Resources, noteholders tendered an aggregate amount of $1,548,731,000, or 96.68% of the notes.

The breakout of that amount is the following:

• $440,161,000, or 94.65%, of the $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;

• $626,815,000, or 98.43%, of the $636.84 million outstanding of the 5¼% senior notes due 2023 (Cusip: 74733VAC4) for a total tender consideration of $1,058.75 per $1,000 note; and

• $481,755,000, or 96.35%, of the $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 was a related consent solicitation as part of the offer.

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

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

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

The requisite consents have been obtained for the QEP notes, since they are treated as one class.

A supplement to the indentures will become operative when a majority of the notes are purchased by Diamondback.

Details

The tender offers, which began on March 4, were being made in connection with, and were conditioned upon, the acquisition of QEP by Diamondback. The merger closed on March 17.

Additionally, the tender offers and consent solicitations were 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 were also conditioned upon the receipt of a sufficient number of consents in the related consent solicitations.

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

The early acceptance date was March 23. March 24 was the early settlement date.

Final settlement 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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