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.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
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.
24 Sept 2018material agreement● Neutral
Diamondback raised $750 million in new 2024 bonds to pay down its revolving credit line and help fund a newly disclosed pending purchase of assets from Ajax Resources, LLC.
13 Sept 2018business combination● NeutralMajor
Registration statement and joint proxy for Diamondback's all-stock purchase of Energen, at 0.6442 Diamondback shares per Energen share - about $84.95 an Energen share when the agreement was signed on August 14, 2018. The background section shows Diamondback raising its bid from an implied $85 on August 1 to roughly $87 two days later; J.P. Morgan gave Energen's board the fairness opinion, and Diamondback owes a $400 million reverse break fee if it is the side that walks.
7 Sept 2018debt financing● Neutral
Diamondback adjusted its credit agreement to support drilling joint ventures, formally carving Rattler Midstream and Tall City Towers out as separate entities outside the credit facility.
15 Aug 2018merger communication● Neutral
Diamondback reported its August 14, 2018 merger agreement with Energen: each Energen share converts into 0.6442 of a Diamondback share. Termination fees are $400 million payable by Diamondback and $250 million by Energen, with an outside date of March 31, 2019.
15 Aug 2018merger communication▲ Good
Diamondback's CEO sent employees a note about the newly announced Energen Corporation merger, framing it as a step up in scale without changing the company's low-cost strategy.
15 Aug 2018merger communication▲ Good
Diamondback filed an 8-K posting an updated investor presentation, 'Transformational Combination with Energen', and attaching the joint press release announcing the Energen merger agreement signed August 14, 2018.
15 Aug 2018business combination● Neutral
Another required duplicate filing of Diamondback's investor presentation and press release on the pending Energen Corporation merger.
15 Aug 2018business combination▲ Good
Diamondback entered into a merger agreement with Energen on August 14, 2018, under which each Energen share converts into 0.6442 of a Diamondback share. Termination fees are $400 million payable by Diamondback and $250 million by Energen, with an outside date of March 31, 2019.
14 Aug 2018merger communication▲ GoodMajor
Diamondback agreed to buy Energen in an all-stock deal valued at about $9.2 billion including net debt. The combined company would hold over 266,000 net Tier One Permian acres, up 57%, and 390,000 net acres across the Midland and Delaware basins, up 85%.
28 June 2018debt financing● Neutral
Diamondback registered the $300 million of add-on 5.375% notes due 2025 it had placed privately in January so holders could swap them for identical SEC-registered notes -- a securities-law formality that changes nothing about the debt itself.
1 June 2018debt financing● Neutral
Diamondback signed a sixth amendment to its credit agreement that removed an automatic 0.25% interest step-up, raised the letter of credit limits, allowed more midstream investments and released the lenders' lien on midstream assets. The borrowing base rose to $2.0 billion while the elected commitment stayed at $1.0 billion.
30 Jan 2018security holder rights change● Neutral
Diamondback added $300 million to its 2025 bonds, using the roughly $308 million raised to pay down its revolving credit line.
4 Dec 2017debt financing▲ Good
Diamondback signed a fifth amendment to its credit agreement, extending maturity to November 2022 and lowering interest rates. The maximum credit amount rose to $5.0 billion and the borrowing base to $1.8 billion, with a $1.0 billion elected commitment.
15 Aug 2017material agreement● Neutral
The Brigham Resources sellers who received Diamondback stock in the 2017 acquisition sold about $278 million of those shares to the public; Diamondback received none of the proceeds.
21 June 2017debt financing● Neutral
Diamondback and its co-registrants filed Amendment No. 1 to their Form S-4 registration statement on June 20, 2017, solely to add an updated Grant Thornton LLP consent as Exhibit 23.2.
3 May 2017asset acquisition disposition● Neutral
Diamondback filed the audited financial statements required to complete disclosure on its March 2017 Brigham Resources acquisition.
26 Apr 2017debt financing● Neutral
Diamondback registered two exchange offers covering the $1 billion of notes it had sold privately the previous winter - $500 million of 4.750% notes due 2024 issued on October 28, 2016 and $500 million of 5.375% notes due 2025 issued on December 20, 2016 - so holders could swap into freely tradeable paper. Terms identical, no new money raised.
6 Mar 2017asset acquisition disposition▲ GoodMajor
Diamondback closed its $2.55 billion purchase of Brigham Resources' Delaware Basin leasehold and midstream assets, paying $1.62 billion cash plus about 7.7 million Diamondback shares.
21 Dec 2016security holder rights change● Neutral
Diamondback issued $500 million of new 2025 bonds, the debt piece of the financing package for its pending Brigham Resources acquisition.
20 Dec 2016material agreement▲ GoodMajor
Diamondback closed a stock offering with about $1.15 billion of net proceeds and sold $500 million of 5.375% senior notes due 2025. The money, plus cash on hand, will fund the cash portion of its pending Brigham Resources acquisition.
14 Dec 2016capital raising announcement● NeutralMajor
On Dec 13, 2016 Diamondback agreed to buy Brigham Resources' Pecos and Reeves county assets for about $2.43 billion ($1.62 billion cash plus 7.69 million shares), with closing scheduled for February 2017. To fund the cash portion it launched a 10.5 million-share stock offering and proposed $250 million of senior notes due 2025.
2 Nov 2016security holder rights change● Neutral
The $500 million of 2024 bonds priced days earlier were formally issued, completing the refinancing of Diamondback's 2021 notes.
26 Oct 2016material agreement● Neutral
Diamondback lined up $500 million in new 2024 bonds to pay off and retire its higher-cost 2021 bonds, lowering its borrowing costs.
18 July 2016material agreement▲ GoodMajor
Diamondback raised about $552 million selling new shares to fund its first big push into the Delaware Basin: a $560 million deal for oil and gas leases in Reeves and Ward counties, Texas.