Each one in plain English, with the numbers worked through for a shareholder.
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.
Capital Research Global Investors reported a Diamondback Energy, Inc. shareholding of 19,337,005 shares (12.20% of votes) in a periodic institutional filing.
Diamondback filed Amendment No. 1 to its S-4 for the QEP merger, with QEP shareholders to receive 0.050 Diamondback share per QEP share, valued at about $2.921 per share. The QEP special meeting was set for 16 March 2021, held virtually, with a 5 February record date.
Wellington Management Group and its affiliated holding entities reported owning 5,083,481 Diamondback shares (3.22%) at December 31, 2020, below the 5% threshold, indicating they had ceased to be a 5% holder.
Diamondback filed an S-4 registering up to about 12.4 million shares for its all-stock purchase of QEP Resources, at a fixed 0.050 Diamondback share per QEP share. The filing included a proxy statement/prospectus for a QEP stockholder vote, and QEP holders bear the price risk until closing.
Diamondback filed the transcript of its December 21, 2020 call on the QEP Resources and Guidon Operating acquisitions, in which management cited at least $60-80 million of annual synergies and plans to shift capital to the acquired Northern Midland Basin assets.
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.
Diamondback agreed to acquire QEP Resources in an all-stock merger at 0.05 Diamondback share per QEP share. It also agreed to buy about 32,500 net acres in the Northern Midland Basin from Guidon for $375 million in cash plus 10.63 million shares.
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.
Diamondback filed its quarterly report for the period ended June 30, 2020, covering the second quarter, in which it reported a net loss of $2,393 million after $2.5 billion of impairment charges.
Diamondback reported a second quarter 2020 net loss of $2,393 million, including $2.5 billion of impairment charges from lower SEC pricing. Adjusted net income was $23 million, and it declared a $0.375 per share dividend.
Diamondback Energy, Inc. shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
Energen's tender offer for its 4.625% 2021 notes expired with $208.7 million (52.17%) tendered and paid for on May 26, funded by Diamondback's new $500 million notes, which closed that day. Untendered notes remain outstanding.
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.