VNOM Sub, Inc.

VNOM Sub, Inc. deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

The Sitio Royalties merger signed June 2, 2025 closed on August 19, 2025. Former Viper shares (this registrant, now renamed VNOM Sub, Inc.) were cancelled and converted one-for-one into Class A (and Class B) shares of a new parent, now named Viper Energy, Inc., which trades as VNOM on Nasdaq in place of the old shares; Sitio Class A holders received 0.4855 new Class A shares per share. Seven directors (West, Argo, Armour, Hu, Perry, Rubin, Stice) left the old Viper board at closing, and Austen Gilfillian and Matt Zmigrosky were appointed to it; the filing text is cut off before the rest of the board and officer changes. Registration rights, exchange and tax sharing agreements, and the Diamondback services agreement were assigned to the new parent.

asset acquisition disposition

On July 23, 2025 the $1.6 billion notes offering closed (4.900% due 2030 and 5.700% due 2035), and Viper used the refinancing to retire its older debt. It redeemed all of its 7.375% notes due 2031 at par plus a make-whole premium, and gave notice to redeem all 5.375% notes due 2027 on Nov 1, 2025, with funds deposited to cover that. The operating company also signed a $500M unsecured term loan with Goldman Sachs, not yet funded and available only on conditions that include closing the Sitio acquisition. Subsidiary guarantees under the June revolver were released.

debt financing

On July 9, 2025 Viper's operating company priced $1.6 billion of senior notes: $500M of 4.900% notes due 2030 and $1.1B of 5.700% notes due 2035, guaranteed by Viper Energy, Inc. and, after the Sitio deal closes, New Viper. Net proceeds of about $1.58 billion are intended for general corporate purposes, including redeeming Viper's 5.375% 2027 and 7.375% 2031 notes and, if the Sitio deal closes, Sitio's 7.875% 2028 notes and its revolver borrowings. The filing also mentions a proposed $500M term loan facility with Goldman Sachs. Closing was expected July 23, 2025.

material agreement

On June 12, 2025 Viper's operating company signed a new $1.5 billion unsecured revolving credit facility with Wells Fargo as agent, replacing the earlier revolver (commitments of $850M in the prior context, due Sept 22, 2028). About $365 million was outstanding under the new facility on that date, which also answers the earlier open question of how much was drawn. The existing facility was terminated, its borrowings repaid and its guarantees and security released. The new agreement requires the company to keep total net debt to capitalization at or below 65%.

debt financing

This filing gives the terms of the Sitio merger agreement signed June 2, 2025. Each Viper Class A share converts into one New Parent Class A share and each Class B share into one New Parent Class B share, so Viper holders keep the same share count. Each Sitio Class A share converts into 0.4855 New Parent Class A shares. Viper holders will own about 80% and Sitio holders about 20% of New Parent, which will take the name Viper Energy, Inc. with the same board and executives. Diamondback, Diamondback E&P and Endeavor Energy Resources, together holding a majority of Viper's voting power, delivered written consent approving it on June 2, so no separate Viper stockholder vote is needed. Closing also needs Sitio stockholder approval, HSR clearance, an effective Form S-4 and Nasdaq listing, with an end date of June 2, 2026. A termination fee is payable by Sitio in certain cases; the amount is not in the text provided.

business combination

On June 2, 2025 Viper agreed to acquire Sitio Royalties in an all-equity merger using a new holding company, New Cobra Pubco. After closing, former Viper holders would own about 80% and Sitio holders about 20% of the new parent on a fully diluted basis. This filing only furnishes the announcement press release and an investor presentation; the terms are in the companion agreement filing. It is a new deal alongside the pending Endeavor drop-down. Sitio stockholder approval, a registration statement on Form S-4 and regulatory clearances are still needed.

business combination

Viper filed the final proxy statement for the Endeavor drop-down, with the special meeting set for May 1, 2025 at 8:00 a.m. Central in Midland, record date March 26, 2025. The terms are unchanged from the preliminary version: $1.0 billion cash plus 69,626,640 OpCo units and Class B shares, with Diamondback estimated to hold about 52% afterwards. The statement is dated March 31 and was to be mailed from about April 2, 2025. The board unanimously recommends voting for all three proposals, and the drop-down needs a majority of the voting power excluding Diamondback and its subsidiaries.

business combination

Viper filed a preliminary proxy statement for a special stockholder meeting on the Endeavor drop-down first announced Jan 30, 2025. Viper would pay $1.0 billion cash plus 69,626,640 OpCo units and matching Class B shares for the Endeavor subsidiaries owned by parent Diamondback. After closing, Diamondback is estimated to own about 52% of Viper and other holders about 48%. The audit committee of independent directors and the board unanimously recommend voting for it. The drop-down needs a majority of the voting power excluding Diamondback and its subsidiaries; abstaining counts as a vote against it. The record date is March 26, 2025, and the meeting date was left blank in this draft.

business combination

On Jan 30, 2025 Viper priced a Class A stock offering, with the filing dated Feb 3, 2025. 28,336,000 shares were sold at $44.50 (24,640,000 plus the underwriters' extra 3,696,000, exercised in full on Jan 31), raising about $1.2 billion net. The money is meant to fund the cash price of the pending Endeavor drop-down from Diamondback, with the rest for general corporate purposes. If the drop-down does not close, the proceeds go to general corporate purposes. This dilutes existing shareholders and funds the Endeavor deal announced the same day.

material agreement

On Jan 30, 2025 Viper agreed to buy Endeavor mineral and royalty subsidiaries (about 22,847 net royalty acres in the Permian, ~17,097 BO/d current oil production) from Endeavor Energy Resources, in a deal involving its parent Diamondback. Price is $1.0 billion cash plus 69,626,640 OpCo units and matching Class B shares, exchangeable into Class A stock. It needs approval of a majority of unaffiliated holders (excluding Diamondback) and of all holders, plus antitrust clearance, with closing expected in Q2 2025; the audit committee of independent directors negotiated and approved it. Viper also agreed to buy about 1,691 net royalty acres in Howard County, Texas from Morita Ranches Minerals for $211 million cash plus 2,400,297 OpCo units and matching Class B shares, expected to close in February 2025. The filing also announced Q4 2024 results and dividends, but the figures are not in the text provided.

capital raising announcement

On Oct 1, 2024 Viper closed the Tumbleweed Royalty IV acquisition that was announced Sept 11, as expected. It paid about $459.0 million in cash and issued 10,093,670 OpCo units to TWR IV, plus an option for TWR IV to acquire 10,093,670 Class B shares. Up to $41.0 million more may be paid in January 2026 depending on 2025 WTI oil prices. TWR IV can exchange its units for Class A shares and gets registration rights (resale shelf due within 90 days of closing), so this adds potential dilution. The cash was funded from cash on hand, revolver borrowings and the September stock offering.

asset acquisition disposition

The Class A stock offering announced on Sept 11, 2024 closed on Sept 13, 2024: 11,500,000 shares sold at $42.50 (10,000,000 plus the underwriters' extra 1,500,000, exercised in full on Sept 12), raising about $475.9 million net. Goldman Sachs & Co. led the underwriters. The money is meant to fund part of the cash price of the pending Tumbleweed Royalty IV purchase, together with cash on hand and revolver borrowings, so existing shareholders are diluted by the new shares.

material agreement

On September 11, 2024 Viper agreed to buy Tumbleweed Royalty IV (about 3,727 net royalty acres, mainly Permian) for $461.0 million in cash plus 10,093,670 OpCo units, with an option for the seller to take matching Class B shares, and up to $41.0 million more in January 2026 depending on 2025 oil prices. Closing is expected October 1, 2024, funded by cash, revolver borrowings and possible capital markets deals. It also disclosed a September 3, 2024 purchase of two other Tumbleweed-related royalty companies (about 672 net royalty acres) for $113.4 million and $75.6 million in cash, plus up to $9.0 million of contingent cash; the units issued to the seller can be exchanged into Class A shares and dilute existing holders.

capital raising announcement

On March 5, 2024 Diamondback agreed to sell 11,500,000 Viper Class A shares (plus an option for up to 1,725,000 more) at $35.00 per share, with no proceeds to Viper. After the offering Diamondback will hold about 49% of the voting power, so Viper stops being a Nasdaq 'controlled company' and formed compensation and nominating committees of independent directors.

material agreement

The company, now Viper Energy, Inc. after converting from a Delaware limited partnership to a corporation effective November 13, 2023, took on the 2027 and 2031 notes through supplemental indentures with Computershare. Warwick Royalty and Mineral Master Fund sold 9,018,760 Class A shares (the shares it received in the acquisition) at $28.70 in a public offering that closed November 16, with no proceeds to the company. The company bought 1,000,000 of those shares at $28.70 under its repurchase program.

material agreement

On November 1, 2023 the company closed the Warwick/GRP mineral and royalty purchase signed September 4, effective October 1, 2023, paying $750 million in cash plus 9,018,760 new common units. The cash came from cash on hand, the $400 million 2031 notes, $200 million from selling 7,215,007 units to Diamondback, and revolver borrowings. This resolves the pending deal, so the new units and the Diamondback units now dilute existing holders, and the sellers get registration rights; the 2031 notes' December 29 mandatory-redemption condition no longer applies (inference from closing before that date).

asset acquisition disposition

On October 19, 2023 the company completed the $400 million 7.375% senior notes offering due November 1, 2031, with interest paid May 1 and November 1 starting May 1, 2024. The notes are unsecured, guaranteed by the operating company, callable from November 1, 2026, and carry a 101% change-of-control repurchase offer. The company must redeem them if the pending acquisition does not close by December 29, 2023. The indenture limits distributions and unit repurchases, which could matter to unitholders.

security holder rights change

On October 12, 2023 the company agreed to sell $400 million of 7.375% senior notes due 2031 in a private placement to initial purchasers led by Wells Fargo Securities, expected to close October 19. Proceeds are to be lent to the operating company to pay part of the cash price of the pending Warwick/GRP acquisition, and may repay revolver debt until closing. The company also said it intends to exercise in full its right to sell common units to Diamondback.

material agreement

On September 22, 2023 two more revolver amendments extended maturity from June 2, 2025 to September 22, 2028, raised the elected commitment from $750 million to $850 million, and lifted the borrowing base from $1 billion to $1.25 billion once the pending Warwick/GRP acquisition closes. They also waive the borrowing-base reduction for up to $750 million of new senior unsecured notes. Separately, on September 27 the operating company signed a lease with a Diamondback subsidiary (approved by the conflicts committee) with a $95.8 million lease bonus, to be used to temporarily reduce revolver debt.

debt financing

On September 4, 2023 the company agreed to buy mineral and royalty interests (about 7,300 net royalty acres, over 90% Permian by production and value) from affiliates of Warwick Capital Partners and GRP Energy Capital, for an agreed value of $1 billion: $750 million cash plus 9,018,760 new common units. Closing is expected mid-Q4 2023; the cash may come from cash on hand, revolver borrowings, up to $200 million of committed equity from Diamondback (up to 7,215,007 units), and possibly a bond offering. The new units dilute existing holders and the sellers get registration rights.

capital raising announcement

On May 31, 2023 a tenth amendment to the revolving credit agreement raised the borrowing base from $580 million to $1 billion and the elected commitment from $500 million to $750 million. This lifts the $580M base that had been in place since May 2020, giving more borrowing room.

debt financing

On October 1, 2021 the company closed the Swallowtail acquisition announced in August, paying 15.25 million new common units plus about $225 million in cash (from cash on hand and revolver borrowings). This adds roughly 2,302 net royalty acres, about 65% operated by Diamondback, and the 15.25 million new units dilute existing unitholders; the sellers got registration rights, with a resale shelf registration due within 15 days of closing.

asset acquisition disposition

On August 6, 2021 the company agreed to buy 2,302 net royalty acres, mainly in the Northern Midland Basin and about 65% operated by Diamondback, from Swallowtail entities controlled by Blackstone. It will pay 15.25 million new common units plus $225 million in cash, funded from cash on hand and revolver borrowings. The effective date is August 1, 2021 and closing is expected by early Q4 2021, subject to diligence and conditions including antitrust clearance. The new units dilute existing holders, and the seller gets registration rights. Blackstone owns about 5.9% of Diamondback and sold Diamondback other Northern Midland assets in February 2021.

capital raising announcement

On June 2, 2021 a seventh amendment to the revolving credit agreement extended its maturity to June 2, 2025 (from November 2022) and changed the interest rates and fees. It added a covenant capping secured debt at 2.50 times EBITDAX, set the elected commitment at $500 million, and reaffirmed the borrowing base at $580 million. The maximum credit amount stays at $2.0 billion.

debt financing

On November 6, 2020 a sixth amendment kept the borrowing base at $580 million (the November 2020 scheduled review) and allowed unit buybacks of up to $100 million. On November 9 the board approved a program to buy back up to $100 million of common units through December 31, 2021, to be done opportunistically with cash, free cash flow and possible asset-sale proceeds, and bought units will be retired. Management said it is not a buy-in of Viper by Diamondback and that it will also keep reducing net debt.

debt financing

On May 11, 2020 a fifth amendment to the revolving credit agreement cut the borrowing base from $775 million to $580 million, reversing the November 2019 increase. It also bars the borrower and guarantors from holding more than $75 million of cash when borrowing or issuing letters of credit. The filing calls it the scheduled May 2020 review and does not state the reason or the amount drawn.

debt financing

The $500 million of 5.375% senior unsecured notes due November 1, 2027 closed on October 16, 2019, as expected in the October 10 pricing. The proceeds were lent to the operating company to repay revolver borrowings. The notes are guaranteed by the operating company (not by Diamondback or the general partner), rank behind the secured revolver, and the indenture limits things like new debt, distributions and asset sales. Interest is paid each May 1 and November 1, starting May 1, 2020.

security holder rights change

On October 10, 2019 the company priced an upsized $500 million of 5.375% senior unsecured notes due 2027 at par (net about $492 million, closing expected October 16), with proceeds to repay revolver borrowings. A third credit agreement amendment on October 8 lifted the limit on unsecured notes from $400 million to $1 billion and allowed up to $500 million of notes before the November 2019 borrowing base review without a borrowing base cut. This continues the October 7 notes proposal, upsized by $100 million, and replaces part of the bank debt with fixed-rate notes.

debt financing

On October 1, 2019 the company completed the Drop-Down Acquisition from Diamondback subsidiaries (about 5,490 net royalty acres) for about 18.3 million new Class B units, about 18.3 million new operating company units and $190.2 million in cash, valued at $740.2 million; the borrowing base rose by $125 million to $725 million. It also disclosed about $193.6 million of third-party mineral purchases in Q3 2019, the Santa Elena deal still pending, and a proposed $400 million senior notes offering to repay revolver borrowings. The new Class B units dilute existing holders and increase Diamondback's stake.

asset acquisition disposition

On September 9, 2019 the company agreed to buy about 1,358 net royalty acres in Glasscock and Martin counties (Midland Basin) from Santa Elena Minerals, LP, an unrelated seller, for $150 million paid entirely in new common units, about 5.2 million at $29.02 per unit. Closing is expected in Q4 2019 with an October 1 effective date; the seller waives Q4 2019 distributions on those units and is locked up for 180 days, so this issues new units (dilution for existing holders) rather than using cash or debt. Production from the assets was about 1,400 BOE/d in Q2 2019.

capital raising announcement

On February 26, 2019 the company agreed to sell 9,500,000 units at $32.00 (plus a 1,425,000-unit option, exercised in full February 28); the sale closed March 1 with net proceeds of about $340.4 million. Proceeds go to buy operating company units, which will repay part of the revolver and fund general purposes, possibly including acquisitions. This is another unit sale for debt repayment, at a price slightly above August 2018's $31.25 (comparison from earlier filings).

material agreement

On July 31, 2018 the company agreed to sell 9,000,000 units at $31.25 (plus a 1,080,000-unit option, exercised in full August 1); the sale closed August 3 with net proceeds of about $305.3 million. The proceeds go to buy operating company units, which will repay part of the revolver and fund general purposes, possibly including acquisitions. The price is roughly double the $14.75 of July 2017 (comparison from earlier filings), and the units are sold under a new automatic shelf registration.

material agreement

On May 9-10, 2018 the company completed its switch from a pass-through to a taxable entity, approved by the board on March 29, 2018. Diamondback swapped its 73,150,000 common units for 73,150,000 Class B units plus the same number of units in the operating company, which are exchangeable back into common units one-for-one. Diamondback exchanged 731,500 of these into common units on May 10 and still controls the company through the general partner. The company also signed a sixth credit agreement amendment letting the operating company pay distributions to other holders and issue nonvoting units. The filing says the steps are not expected to be taxable to the company and describes the structure as expected to give operational and tax benefits.

capital raising announcement

On November 28, 2017 the company signed a fifth amendment to its Wells Fargo credit agreement, extending maturity from July 2019 to November 1, 2022 and lowering interest margins (0.75%-1.75% over the alternate base rate, 1.75%-2.75% over LIBOR). The maximum credit amount rose to $2.0 billion and the borrowing base to $400 million from $275 million. It also raised the mortgage requirement to 85% of property value and allowed cash to be netted against debt in the leverage covenant. This reverses the higher margins set in the October 2016 amendment.

debt financing

On July 17, 2017 the company agreed to sell 14,000,000 units at $14.75 (plus a 2,100,000-unit option, exercised in full on July 18); the sale closed July 21 with net proceeds of about $232.6 million. Diamondback bought 700,000 units and held about 64% of the partnership afterward, down from about 84% in 2016 (earlier context). Proceeds are to repay revolver debt, fund part of the price of 'pending acquisitions' (not named or priced in this filing) and for general purposes.

material agreement

The January 2017 unit sale (the one flagged by the earlier prospectus filings) closed on January 24: 8,500,000 units at $15.50, plus the underwriters' full 1,275,000-unit option exercised on January 19, for net proceeds of about $147.6 million. The money is meant to repay revolver borrowings and for general purposes, possibly including more acquisitions. The price is below the $16.00 paid in the July 2016 offering (comparison from earlier context), and new units add to the unit count.

material agreement

On July 26, 2016 the company agreed to sell 7,000,000 common units at $16.00 each (plus a 1,050,000-unit option), and the firm offering closed August 1, 2016 with net proceeds of about $109.0 million. Diamondback bought 2,000,000 of the units and held about 84% of the partnership afterward. Proceeds are intended to repay part of the revolving credit facility and fund a pending acquisition of Delaware Basin mineral interests, which the filing does not price or detail. The $16.00 price is well below the $26.00 and $28.50 offering prices from 2014, a comparison drawn from earlier filings.

material agreement

On September 15, 2014 the company agreed to sell 3,500,000 common units at $28.50 each (plus a 525,000-unit over-allotment option), and the firm units closed September 19, 2014 with net proceeds of about $95.4 million. Unlike the June 2014 offering, where proceeds went to Diamondback, the company says it will use these proceeds to repay borrowings under its credit agreement and fund pending and future acquisitions. For shareholders, this means more units outstanding (dilution of existing holders' percentage).

material agreement

On July 8, 2014 the company entered a $500.0 million senior secured revolving credit facility with Wells Fargo as administrative agent, maturing July 8, 2019. The borrowing base was initially $110.0 million, and Wells Fargo was the only lender with a maximum credit amount of $55.0 million. The facility is secured by substantially all assets, limits distributions, and requires total debt to EBITDAX of no more than 4.0 to 1.0 and a current ratio of at least 1.0 to 1.0. This is the company's first debt facility after the June 2014 offering.

security holder rights change

The company (filing as Viper Energy Partners LP) closed its first public offering of common units on June 23, 2014: 5,000,000 units at $26.00 each, with the 750,000-unit over-allotment option exercised in full on June 19. Net proceeds of about $137.5 million were paid as a distribution to Diamondback Energy, the Sponsor, not kept by the company. After the closing Diamondback owns 70,450,000 units, about 92% of the partnership, and controls the general partner. The filing also records a long-term incentive plan (up to 9,144,000 units), 2,000,000 unit options granted to executive officers, and a $500,000 annual advisory agreement with Wexford Capital.

asset acquisition disposition

Nasdaq certified VNOM Sub, Inc.'s securities for listing, clearing them to begin trading.

listing compliance notice