Diamondback Energy Announces Pricing of Tender Offers for Senior Notes Due 2051 and 2052

Key Highlights

• Tender Offer Announcement: Diamondback Energy, Inc. (NASDAQ: FANG) has announced the pricing of cash tender offers for any and all of its outstanding 4.400% Senior Notes due 2051 and 4.250% Senior Notes due 2052.
• Aggregate Principal Amounts:
  • 4.400% Senior Notes due 2051: \$386,412,000
  • 4.250% Senior Notes due 2052: \$605,258,000
• Consideration Per Note:
  • 2051 Notes: \$825.60 per \$1,000 principal amount
  • 2052 Notes: \$802.42 per \$1,000 principal amount
• Reference Yield: Both notes use the 4.625% U.S. Treasury due November 15, 2055 as the reference, with a yield of 4.921% and a fixed spread of 80 basis points.
• Expiration Date: The tender offers expire at 5:00 p.m. New York City time, April 10, 2026, unless extended or terminated.
• Settlement Dates:
  • Notes accepted for purchase (other than those delivered through guaranteed delivery): April 13, 2026
  • Notes delivered via guaranteed delivery: Expected payment on or about April 15, 2026
• Accrued Interest: In addition to the consideration, Diamondback will pay accrued and unpaid interest from the last interest payment up to (but not including) the settlement date.
• No Minimum Condition: The offers are not conditioned on any minimum amount of notes being tendered, giving Diamondback flexibility in repurchasing debt.
• Withdrawal Rights: Holders may withdraw tendered notes at or prior to the expiration date, but not thereafter unless required by law.
• Dealer Managers: TD Securities, BofA Securities, Citigroup, and Wells Fargo Securities are handling the tender offers, with D.F. King & Co., Inc. serving as the tender and information agent.

Detailed Analysis for Investors

Diamondback Energy’s announcement is significant for investors as it represents a strategic move to manage its long-term debt obligations. By offering to repurchase its 2051 and 2052 senior notes, Diamondback may be looking to reduce interest expenses, improve its balance sheet, and potentially position itself for future capital allocation flexibility.

Pricing Details: The tender offer prices (\$825.60 and \$802.42 per \$1,000 principal amount) are below par value, which could be attractive to bondholders seeking liquidity or a premium over market prices. The use of a consistent reference yield (4.921%) and fixed spread (80 bps) indicates transparent pricing methodology.

Potential Share Price Impact: This announcement could be price-sensitive for shareholders, as it signals Diamondback’s intention to proactively manage its capital structure. Repurchasing long-dated debt could lower future interest costs and reduce leverage, potentially boosting equity value. However, the outlay for the tender may temporarily impact cash reserves.

Flexibility & Risk: The company’s ability to amend, extend, or terminate the offers at its discretion (subject to applicable law) means investors should monitor for further updates. The lack of a minimum tender condition gives Diamondback flexibility to accept any amount, which could influence the pace and effectiveness of debt reduction.

Forward-Looking Statements: Diamondback cautions that the completion of these offers, and other future plans, involve risks and uncertainties. Investors should take note that the company’s statements about future performance, strategy, and objectives are not guarantees and actual outcomes may differ materially.

Additional Shareholder Considerations

• If you hold the notes through a custodian or nominee, you must contact them to tender your notes.
• Withdrawal rights expire at the tender offer deadline; after that, notes cannot be withdrawn unless required by law.
• Diamondback and its affiliates make no recommendation as to whether holders should tender their notes.
• Documents related to the offer, including the Offer to Purchase and Notice of Guaranteed Delivery, are available from D.F. King & Co., Inc. and online at https://www.dfking.com/fang/.

About Diamondback Energy

Diamondback Energy is an independent oil and natural gas company headquartered in Midland, Texas, focused on unconventional onshore reserves in the Permian Basin.

Contact Information

For further inquiries, investors may contact Adam Lawlis at +1 432.221.7467 or via email at [email protected].

Disclaimer

This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any security. Investors should carefully review the official Offer to Purchase and consult their own financial and tax advisors before making any investment decisions. Past performance is not indicative of future results. The company makes no commitment to update or revise any forward-looking statements unless required by law.

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