24 Mar 2021debt financing● Neutral
Diamondback and its newly acquired QEP Resources subsidiary bought back roughly $2.1 billion of their own outstanding bonds, cleaning up QEP's legacy debt after the merger.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
17 Mar 2021asset acquisition disposition▲ GoodMajor
Diamondback completed its all-stock merger with QEP Resources, Inc.; QEP shareholders received 0.05 of a Diamondback share for each QEP share, and QEP was delisted from the NYSE.
24 Feb 2021merger communication● Neutral
Diamondback filed the transcript of its fourth-quarter 2020 earnings call.
23 Feb 2021merger communication● Neutral
Diamondback posted its updated investor presentation alongside its fourth-quarter 2020 results.
22 Feb 2021merger communication▲ GoodMajor
Diamondback reported strong fourth-quarter 2020 results, raised its annual dividend 6.7% to $1.60 per share, and reaffirmed its Guidon Operating and QEP Resources deals were both on track to close within weeks.
3 Feb 2021business combination▼ Bad
The amendment added a litigation section: by 3 February 2021 three suits had been filed over the deal, in the federal courts for the Southern District of New York, Delaware and Colorado, the first of them by QEP shareholder Elaine Wang on 25 January, all alleging the registration statement itself was misleading. It also fixed 5 February as the record date for QEP's shareholder meeting, to be held virtually because of the pandemic.
22 Jan 2021business combination● NeutralMajor
Diamondback registered the shares for its all-stock purchase of QEP Resources at 0.050 of a Diamondback share per QEP share -- a fixed ratio, so QEP holders carry the price risk to closing -- and put the joint proxy in front of both sets of shareholders.
22 Dec 2020merger communication● Neutral
Diamondback's conference call on the QEP Resources and Guidon Operating deals was filed as a transcript, repeating the terms already announced.
21 Dec 2020merger communication● Neutral
QEP Resources' own filing confirmed the merger terms with Diamondback: each QEP share converts into 0.05 of a Diamondback share.
21 Dec 2020business combination▲ GoodMajor
Diamondback announced two new Midland Basin deals the same day: an all-stock merger with QEP Resources, Inc., and a $375 million cash-plus-stock purchase of Guidon Operating LLC's roughly 32,500 net acres.
21 Dec 2020merger communication● Neutral
A duplicate SEC filing repeating the same-day announcement of the QEP Resources merger and Guidon Operating acquisition.
21 Dec 2020merger communication● Neutral
Diamondback's CEO told employees about the newly announced QEP Resources merger and Guidon Operating acquisition, framing both as additions to its Midland Basin inventory.
26 May 2020debt financing● Neutral
Energen's tender offer for its own 2021 notes expired, wrapping up the note buyback funded by Diamondback's bond sale days earlier.
21 May 2020material agreement● Neutral
Diamondback raised $500 million in new bonds, using the proceeds to help its Energen subsidiary buy back its own 2021 notes and pay down revolving debt - a defensive refinancing move as oil prices collapsed in the pandemic downturn.
5 Dec 2019debt financing● Neutral
Diamondback redeemed all $1.25 billion of its 4.75% notes due 2024, completing the refinancing funded by last month's bond sale.
22 Nov 2019material agreement● NeutralMajor
Diamondback raised $3.0 billion across three new bond issues to refinance its existing 4.75% notes and pay down revolving debt, extending its debt maturities out to 2029.
4 Sept 2019debt financing● Neutral
Diamondback got its lenders' consent to use larger interest-rate swaps, up to $3 billion, to manage its debt costs.
3 July 2019debt financing● Neutral
A short amendment to the notes exchange registration whose explanatory note states its whole purpose: re-file a current Grant Thornton consent, the previous one having gone stale, and add a counsel's opinion. The exchange offer itself is untouched.
3 July 2019debt financing▲ Good
Diamondback amended its credit facility to prepare for an eventual switch to unsecured borrowing once its debt reaches investment grade, and raised its borrowing base to $3.4 billion in the meantime.
29 May 2019material agreement▲ GoodMajor
Diamondback's midstream subsidiary, Rattler Midstream LP, sold 38 million units to the public for about $626.5 million, distributing the proceeds back up to Diamondback to reimburse capital spending.
29 Mar 2019debt financing● Neutral
Diamondback raised its revolving credit commitment from $2.0 billion to $2.5 billion.
22 Mar 2019debt financing● Neutral
Diamondback registered its $750 million of add-on 2024 bonds from September 2018 so holders could exchange them for public notes.
6 Dec 2018asset acquisition disposition▲ GoodMajor
Diamondback completed its $9.2 billion all-stock acquisition of Energen Corporation, repaying $560 million of Energen's existing debt and assuming Energen's remaining $530 million of legacy bonds.
16 Nov 2018business combination● Neutral
Diamondback and Energen Corporation added extra disclosures to their merger filings after shareholders sued alleging the proxy materials omitted information - a standard step taken to head off the litigation before the vote.
14 Nov 2018merger communication▲ Good
Proxy advisors ISS and Glass Lewis both recommended shareholders vote in favor of the Energen Corporation merger, clearing a key hurdle before the November 27 vote.
7 Nov 2018merger communication● Neutral
Diamondback published an investor presentation ahead of the shareholder vote on its pending Energen Corporation merger.
1 Nov 2018debt financing▲ Good
Diamondback raised its credit-facility borrowing base to $2.5 billion, rising further to $2.65 billion now that its acquisition of Ajax Resources' assets closed on October 31, 2018.
18 Oct 2018business combination● Neutral
Amendment No. 2 to the Energen registration, still a preliminary document with the special meeting and record dates left blank. It re-states the deal it exists to register - 0.6442 Diamondback shares per Energen share, J.P. Morgan's opinion for Energen, the $400 million reverse break fee - with the disclosure reorganised rather than repriced.
11 Oct 2018business combination● Neutral
The amendment delivered the two tax opinions the original had only promised -- Akin Gump for Diamondback and Wachtell Lipton for Energen, both to the effect that the merger is a tax-free reorganisation -- and added a risk factor Energen holders would inherit: Diamondback's charter makes the Delaware Court of Chancery the only place they can bring derivative or fiduciary-duty claims.
1 Oct 2018security holder rights change● Neutral
Diamondback formally issued the $750 million of add-on 2024 bonds it had priced a week earlier.