Diamondback Energy’s $2.2 Billion Bond Offering and Cash Tender Offers

Latham & Watkins LLP represented the underwriters in the bond offering and dealer managers in the cash tender offers while Akin Gump Strauss Hauer & Feld LLP advised Diamondback Energy, Inc.

Diamondback Energy, Inc. (NASDAQ:FANG) priced an offering of US$650 million in aggregate principal amount of 0.9% senior notes that will mature on March 24, 2023, US$900 million in aggregate principal amount of 3.125% senior notes that will mature on March 24, 2031 and US$650 million in aggregate principal amount of 4.4% senior notes that will mature on March 24, 2051. The prices to the public for the 2023 notes, the 2031 notes and the 2051 notes are 99.99%, 99.659% and 99.669% of the principal amounts, respectively.

Diamondback intends to use the net proceeds from the offering (i) to fund the purchase prices for the tender offers of any and all of Diamondback’s outstanding 5.375% Senior Notes due 2025 and any and all of QEP Resources, Inc.’s outstanding 5.375% Senior Notes due 2022, 5.25% Senior Notes due 2023 and 5.625% Senior Notes due 2026 and to pay any applicable premiums therefor, the accrued and unpaid interest thereon and fees and expenses of the Tender Offers and the related consent solicitations and (ii) for general corporate purposes. The offering of the Notes is not contingent on the closing of the Tender Offers.

Goldman Sachs & Co. LLC, Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC acted as representatives of the several underwriters.

Diamondback is an independent oil and natural gas company headquartered in Midland, Texas focused on the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves in the Permian Basin in West Texas.

Latham & Watkins LLP represented the underwriters in the bond offering and dealer managers in the cash tender offers with a corporate team led by Houston partners Michael Chambers (Picture) and David Miller, with associates Madeleine Neet, Evann Hall, Danielle Kinchen, and Joseph Kmetz. Advice was also provide on tax matters by Houston partner Jim Cole, with associate Marianne Standley; and on environmental matters by Houston partner Joel Mack and Chicago counsel Sara Orr.

The combined Akin Gump teams on the senior notes offering and the tender offers included corporate partners Seth Molay, Alan Laves, John Goodgame, Matt Bivona and Rosa Testani; senior counsel Irina Maistrenko; counsel John Clayton and Katie Dinett; and associates Morgan Francy and Laura Lindsay Tatum. Partners Alison Chen and Jocelyn Tau handled tax aspects of the transactions.

Involved fees earner: Matthew Bivona – Akin Gump; Alison Chen – Akin Gump; John Clayton – Akin Gump; Katie Dinett – Akin Gump; Morgan Francy – Akin Gump; John Goodgame – Akin Gump; Alan Laves – Akin Gump; Irina Maistrenko – Akin Gump; Seth Molay – Akin Gump; Laura Tatum – Akin Gump; Jocelyn Tau – Akin Gump; Rosa Testani – Akin Gump; Michael Chambers – Latham & Watkins; Jim Cole – Latham & Watkins; Evann Hall – Latham & Watkins; Joseph Kmetz – Latham & Watkins; Joel Mack – Latham & Watkins; Danielle Maddox Kinchen – Latham & Watkins; David Miller – Latham & Watkins; Madeleine Neet – Latham & Watkins; Sara Orr – Latham & Watkins; Marianne Standley – Latham & Watkins;

Law Firms: Akin Gump; Latham & Watkins;

Clients: Credit Suisse Securities (USA) LLC; Diamondback Energy, Inc.; Goldman Sachs & Co.; J.P. Morgan Securities LLC;

Author: Martina Bellini