PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before investing in our common units. You should carefully read the entire prospectus, including “Risk Factors” and the historical and unaudited pro forma financial statements and related notes included elsewhere in this prospectus, before making an investment decision. Unless otherwise indicated, the information in this prospectus assumes (i) an initial public offering price of $$17.50 per common unit (themid-point of the price range set forth on the cover page of this prospectus) and (ii)  that the underwriters do not exercise their option to purchase additional common units. You should read “Risk Factors” beginning on page 2930 for more information about important factors that you should consider before purchasing our common units.

References in this prospectus to “our predecessor,” “we,” “our,” “us” or like terms when used in a historical context refer to the assets and interests owned by Rattler LLC (as defined below) at the closing of this offering. When used in the present tense or prospectively, “the partnership,” “we,” “our,” “us” or like terms refer to Rattler Midstream LP (formerly Rattler Midstream Partners LPLP) and its subsidiaries, including Rattler LLC, after giving effect to the transactions that will occur at the closing of this offering. Except where expressly noted otherwise, references in this prospectus to “our sponsor” or “Diamondback” refer to Diamondback Energy, Inc. (Nasdaq: FANG) and its subsidiaries other than Rattler Midstream Partners LP and its subsidiaries (including Rattler LLC). References in this prospectus to the “Rattler LLC” refer to Rattler Midstream LLC.Operating LLC (formerly Rattler Midstream LLC). References in this prospectus to “our general partner” refer to Rattler Midstream GP LLC, a wholly-owned subsidiary of Diamondback. Upon completion of this offering, we will own aan approximate 22% controlling         % managing member interest in Rattler LLC (        %(or an approximate 25% controlling managing member interest in Rattler LLC if the underwriters exercise in full their option to purchase additional common units) and we will consolidate Rattler LLC in our financial statements. Unless otherwise specifically noted, financial results and operating data are shown on a 100% basis and are not adjusted to reflect Diamondback’snon-controlling interest in Rattler LLC. References in this prospectus to “our executive officers” and “our directors” refer to the executive officers and directors of our general partner, respectively. We have provided definitions for some of the terms we use to describe our business and industry and other terms used in this prospectus in the “Glossary of Terms” beginning on pageC-1 of this prospectus.

Rattler Midstream Partners LP

Overview

We are a growth-oriented Delaware limited partnership formed in July 2018 by Diamondback to own, operate, develop and acquire midstream infrastructure assets in the Midland and Delaware Basinsof the Permian Basin, or the Permian, one of the most prolific oil producing areas in the world. Immediately following this offering, we expect to be the only publicly-traded, pure-play Permian midstream operator.company focused on the Midland and Delaware Basins. We provide crude oil, natural gas and water-related midstream services (including fresh water sourcing and transportation and saltwater gathering and disposal) to Diamondback under long-term,fixed-fee contracts. TheAs of March 31, 2019, the assets Diamondback has contributed to us include 528a total of 781 miles of pipeline across the Midland and Delaware Basins with a total of approximately 216,000232,000 Bbl/d of crude oil gathering capacity, 589,000 Bbl/2.720 MMBbl/d of permitted saltwater disposal, or SWD, capacity, 740,700575,000 Bbl/d of fresh water gathering capacity, 36,00080,000 Mcf/d of natural gas compression capability and 150,000 Mcf/d of natural gas gathering capacity. In addition to the midstream infrastructure assets that Diamondback contributed to us, we also have an option, subject to certain conditions, to acquireown equity interests in atwo long-haul crude oil pipeline,pipelines, which, upon completion, will run from the Permian to the Texas Gulf Coast. We are critical to Diamondback’s growth plans because we provide a long-term midstream solution to its increasing crude oil, natural gas and water-related services needs through our robust infield gathering systems and SWD capabilities.

Our general partner’s management team consists of members of the management teams of Diamondback and the general partner of Viper Energy Partners LP (Nasdaq: VNOM), or Viper. We will elect to be treated as a

of Diamondback’s underlying acreage will help ensure continued development even with lower commodity prices. As of June 30,December 31, 2018, only 100345 of Diamondback’s approximately 1,7005,407 gross wells in its Delaware Basin drilling inventory had been developed, but our currently existing infrastructure in the Delaware Basin already has enough capacity to provide midstream services for substantially all of Diamondback’s currently anticipated development. As of June 30, 2018, Diamondback was running five rigs in the Delaware Basin and has publicly stated that it plans to run eight rigs while operating within cash flow in the coming years, which we believe will be a significant driver of our future growth.

Diamondback Acquisition Track Record (2012 – June 30, 2018)- Q1 2019)

The graph below shows Diamondback’s net Midland and Delaware Basin production and drilling activity from the quarter ended March 31, 2015 through the quarter ended June 30,December 31, 2018, and demonstrates the impact that its horizontal drilling program has had on its Midland and Delaware Basin production. A number of factors impact Diamondback’s production and drilling activity, including the number of drilling rigs that Diamondback operates on its acreage. See “Risk Factors—Risks Related to Our Business.”

Diamondback and Viper Net Production and Cumulative Wells Drilled⁽¹⁾

As of December 31, 2018, Diamondback hashad identified approximately 3,80010,000 gross economic potential horizontal drilling locations at $60 per barrel of oil, and the table below shows that the significant majority of those locations may remain economic at materially lower oil prices. Moreover, we believe that Diamondback’s location estimate is conservative relative to peer Permian operator spacing assumptions and there is still significant resource upside from additional zone delineation, downspacing and optimization of estimated ultimate recoveries, or EURs, through advanced drilling and completion techniques. Approximately 58% of

advanced drilling and completion techniques. Approximately 85% of Diamondback’s gross identified economic potential horizontal drilling locations haveat December 31, 2018 had lateral lengths in excess of at least 7,500 feet, andwith approximately 3,550 drilling locations are split approximately 2,100 and 1,700 betweenin the Midland Basin and 2,768 drilling locations in the Delaware Basins, respectively.Basin.

Diamondback’s Horizontal Drilling Locations at Various Crude Oil Prices as of December 31, 2018

As of December 31, 2017,2018, Diamondback’s estimated proved crude oil and natural gas reserves were 335,352 MBoe992 MMBoe (approximately 62%65% proved developed producing), based on a reserve report prepared by Diamondback’s independent reserve engineer.. As of December 31, 2017,2018, Diamondback’s estimated proved reserves were approximately 70%63% oil, 14%18% natural gas and 16%19% natural gas liquids, all in the Permian.

Diamondback produced, on average on a consolidated basis, 107.6262.6 MBoe/d, in the Permian during the sixthree months ended June 30, 2018,March 31, 2019, with 73%68% of such volumes being crude oil. Our midstream operations in the Delaware Basin were established to service Diamondback’s growing production associated with its horizontal drilling program. Since our predecessor’s operations began in 2016, Diamondback’s overall horizontal production in the Delaware Basin has grown organically from acquisitions from an average of 0.307 net MBoe/d for the year ended December 31, 2016 to 20.689.4 net MBoe/d for the sixthree months ended June 30, 2018,March 31, 2019; an increase of 6,154%28,973%.

The table below shows Diamondback’s Permian drilling activities for the periods presented.

Management believes that Diamondback is an operational and cost leader in the Permian with a track record of achieving robust production growth within cash flow and, beginning in 2018, was at the forefront of returning cash to shareholders through dividends. As of March 31, 2019, Diamondback iswas targeting over 45%26% annual organic production growth in 2018 within cash flow2019 and believesbelieved its asset base cancould support growth within cash flow for multiple years at current commodity prices. Diamondback has publicly stated that for the most efficient execution of its development plan across its entire existing acreage position, it anticipates increasing the number of rigs from 11 as of June 30, 2018 to between 16 and 18 in the future as operating cash flow allows.

In connection with the completion of this offering, we will (i), in exchange for a $1.0 million cash contribution from Diamondback, issue 113,181,819 Class B Units and the right to receive additional Class B Units to the extent the underwriters do not exercise their option to purchase additional common units to Diamondback, representing an aggregate %78% voting limited partner interest in us (or an aggregate %75% voting limited partner interest in us if the underwriters exercise in full their option to purchase additional common units), (ii) issue a general partner interest in us to our general partner, in exchange for a $1.0 million cash contribution from our general partner, and (iii) cause Rattler LLC to use a portionall of the net proceeds from this offering to make a distribution of approximately $$546 million to Diamondback. Diamondback, as the holder of the Class B Units, and the general partner, as the holder of the general partner interest, are entitled to receive cash preferred distributions equal to 8% per annum on the outstanding amount of their respective $1.0 million capital contributions, payable quarterly. Please read “—The Offering,” “Use of Proceeds,” “Security Ownership of Certain Beneficial Owners and Management,” “Certain Relationships and Related Party Transactions—Distributions and Payments to Our General Partner and Its Affiliates,” and “Risk Factors—Risks Inherent in an Investment in Us” and “Conflicts of Interest and Fiduciary Duties.”

Our Assets

WeAs of March 31, 2019, we own and operate 528a total of 781 miles of crude oil gathering pipelines, natural gas gathering pipelines and a fully integrated water system on acreage that overlays Diamondback’s sixseven core Midland and Delaware Basin development areas, which are characterized as areas with high concentrations of wells and undeveloped drilling locations with at least one bench with an EUR in excess of one million barrels of oil equivalent for a7,500-foot lateral per type curves approved by Diamondback’s independent reserve engineer. Our water system sources and distributes fresh water for use in drilling and completion operations and collects flowback and produced water, which we refer to collectively as saltwater, for recycling and disposal. We also have an option to acquire up toown a 10% equity interest in each of the EPIC Project, aand Gray Oak projects, long-haul crude oil pipelinepipelines under development that we expect, following exercise of our option and commencement of operations, will provide us with a steady,oil-weighted cash flow stream. The pipelineThese pipelines will also provide Diamondback with long-term long-haul transportation capacity for the majoritya portion of its Delaware and Midland Basin crude oil production. This pipelineThese pipelines will provide Diamondback a total takeaway capacity of up to 100,000200,000 Bbl/d.

The transportation of water and hydrocarbon volumes away from the producing wellhead is paramount to ensuring the efficient operations of a crude oil or natural gas well. To facilitate this transportation, our midstream infrastructure was built to include a network of gathering pipelines that collect and transport crude oil, natural gas, fresh water and produced water from Diamondback’s operations in the Midland and Delaware Basins. These assets are predominately located in Pecos, Reeves, Ward, Midland, Howard, Andrews, Martin and Glasscock Counties and have 216,000a total of approximately 232,000 Bbl/d of crude oil gathering capacity, (14% utilized), 150,000 Mcf/d of natural gas gathering capacity, (20% utilized), 36,00080,000 Mcf/d of natural gas compression capability, (84% utilized), 589,000 Bbl/2.720 MMBbl/d of saltwater gatheringSWD capacity (34% utilized) and 740,700575,000 Bbl/d of fresh water gathering capacity (32% utilized) as of June 30, 2018.March 31, 2019.

Crude oil and natural gas gathering and transportation assets

OurAs of March 31, 2019, our crude oil and natural gas gathering system covers a total of approximately 201274 miles. WeAs of March 31, 2019, we have 74a total of approximately 133 miles of crude oil pipelines, 216,000232,000 Bbl/d of crude oil throughputgathering capacity, 79,000 Bbl of crude oil storage, 127141 miles of

gas gathering and transportation system is purpose built with firm capacity on intermediary pipelines providing connections to long-haul pipelines that terminate on the Texas Gulf Coast. Our crude oil and natural gas gathered volumes averaged 28.284.7 MBoe/d for the quarter ended DecemberMarch 31, 2017.2019. For the six monthsyear ended June 30,December 31, 2018, our crude oil and natural gas gathered volumes averaged approximately 3553.9 MBoe/d. Our Acreage Dedication along with our commercial agreements and operating footprint will allow us to capture the majority of the incremental production volumes associated with Diamondback’s horizontal drilling program.

Saltwater gathering and disposal assets

Crude oil and natural gas cannot be produced without significant produced water transport and disposal capacity given the high water volumes produced alongside the hydrocarbons. Produced water volumes are of particular importance in the Delaware Basin where the average well produces four to six barrels of water for every one barrel of crude oil while the average Midland Basin well produces one to two barrels of water for every one barrel of crude oil. At the well site, crude oil and produced water are separated to extract the crude oil for sale and the produced water for proper disposal and recycling. WeAs of March 31, 2019, we own strategically located produced water gathering pipeline systems spanning a total of 250approximately 414 miles that connect 992approximately 2,500 crude oil and natural gas producing wells to our SWD well sites. WeAs of March 31, 2019, we have a total of 25123 SWD wells with an aggregate capacity of 589,000 Bbl/2.720 MMBbl/d located across the Midland and Delaware Basins. Diamondback has instituted a program in its operations in the Delaware Basin and Spanish Trail acreage in the Midland Basin to use treated water for 15%10% to 30% of the water used during completion operations, which may be between 16,0005,500 and 24,00016,500 Bbl/d per completion crew operating in each field, as Diamondback traditionally uses 80,00055,000 Bbl/d per completion crew. We expect to realize increased margins for SWD as a result of this recycling program.

Fresh water sourcing and distribution assets

Our fresh water sourcing and distribution system, with storage capacity of 39.450.7 MMBbl as of March 31, 2019, is critical to Diamondback’s completion operations, and distributes water from fresh water wells sourced from the Capitan Reef formation, Edwards-Trinity, Pecos Alluvium and Rustler aquifers in the Permian. Our fresh water system consists of a combination of permanent buried pipelines, portable surface pipelines and fresh water storage facilities, as well as pumping stations to transport the fresh water throughout the pipeline network. To the extent necessary, we will move surface pipelines to service completion operations in concert with Diamondback’s drilling program. Having access to fresh water sources is an important element of the hydraulic fracturing process in the Delaware Basin because modern completion methods require significantly more fresh water relative to the Midland Basin. To hydraulically fracture a 10,000 foot well, Diamondback currently estimates that approximately 500,000425,000 barrels of water are required in the Midland Basin and approximately 850,000650,000 barrels of water are required in the Delaware Basin. Because hydraulic fracturing relies on substantial volumes of fresh water, we believe our fresh water distribution services will be in high demand as Diamondback proceeds with its full field development plan over the next several years.

The following table provides information regarding our gathering, compression and transportation system as of June 30, 2018.March 31, 2019 and utilization for the quarter ended March 31, 2019.

Pipeline Infrastructure Assets

Throughput Volumes

The following table provides information regarding our throughput volumes for the three months ended March 31, 2019.

InvestmentInvestments in a long-haul crude oil pipelinepipelines

We also have an option to acquire up toown a 10% equity interest in the EPIC project, a long-haul crude oil pipeline that, upon completion, will be capable of transporting 550,000approximately 600,000 Bbl/d, which, with the installation of additional pumps and storage, can be increased to approximately 900,000 Bbl/d, from Midland, Texas,the Permian and the Eagle Ford Shale to Corpus Christi, Texas. We intend to exercise this option in full on the earlier of (a) February 1, 2019 and (b) the completion of this offering. Our exercise of this option is not subject to any material conditions. Once the EPIC project is operational, which is anticipated to occur in the second half of 2019, our equity interest in the EPIC project, following exercise of our option, is expected to provide us with a steady cash flow stream fromoil-weighted long-haul crude oil transportation. This pipeline will provide Diamondback a total takeaway capacity of up to 100,000 Bbl/d.

ThisWe also own a 10% equity interest in the Gray Oak project, a long-haul crude oil pipeline that, upon completion, will be capable of transporting 900,000 Bbl/d from the Permian and the Eagle Ford Shale to points along the Texas Gulf Coast, including a marine terminal connection in Corpus Christi, Texas. This pipeline will provide Diamondback a total takeaway capacity of up to 100,000 Bbl/d.

Once these projects are operational, our equity interests in the EPIC and Gray Oak projects are expected to provide us with a steady cash flow stream from oil-weighted long-haul crude oil transportation. We anticipate that each of the EPIC and Gray Oak pipelines will begin interim operations in the second half of 2019, and commence full commercial operations in the first quarter of 2020. These long-haul crude oil pipelines will terminate in the refinery-dense, export-focused Texas Gulf Coast market, allowing Diamondback access to premium Texas Gulf Coast pricing as opposed to discounted local pricing at Midland, Texas, which recently fell to a low of negative $17.90 per barrel differential relative to WTI in August 2018. In addition, Diamondback has securedend-use sales through contracts with downstream customers and the ability to export through reserved dock space.Texas.

Permian Overview

The Permian is one of the most prolific crude oil and natural gas basins in the world and spans approximately 75,000 square miles across west Texas and southeast New Mexico, encompassing severalsub-basins, including the Midland Basin and the Delaware Basin. The Permian has a history of over 90 years of conventional crude oil and natural gas production and is characterized by high crude oil and liquids rich natural gas, multiple horizontal target horizons, extensive production history, long-lived reserves and high drilling success rates. The region has produced over 29 billion barrels of oil and 75 trillion cubic feet of natural gas, with remaining reserve estimates significantly exceeding these totals with the addition of shale resources. Unconventional shale development has led to the resurgence in development activity and Permian crude oil production has tripled from approximately one million Bbl/MMBbl/d to three million Bbl/MMBbl/d over the last ten years, with forecasted growth to over five million Bbl/MMBbl/d by the end of 2022.

Permian Basin Horizontal Oil Rig Count Overview

(2012 – Current)

Beginning in November 2014, during the recent commodity price downturn, Permian exploration and production, or E&P, companies began generally focusing on improving their operating efficiencies. Most E&P companies continue to be focused on optimizing the development of their assets through actions such as drilling longer laterals, further delineating zones, continued downspacing, using modern high intensity completion methods with local frac sand and utilizing multi-well pads. Although the Permian is already known as one of the most productiveoil-weighted basins in the world, it is believed that there is still significant upside in the realizable resource potential. It is expected that many of the aforementioned techniques will further enhance crude oil and natural gas recoveries.

Operators initiated horizontal drilling programs at scale in the Midland Basin approximately three to five years earlier than they did in the Delaware Basin. As a result, the Delaware Basin is not as developed as the Midland Basin in both the upstream and midstream sectors. The graph below highlights the daily oil production of the three main basins in the Permian and illustrates that both the Midland and Delaware Basins make up an increasingly disproportionate percentage of total crude oil production in the Permian. This growth continued even through the recent period of lower crude oil prices. Additionally, the graph illustrates the Delaware Basin’s significant growth over the last five yearsyear period ended September 30, 2018 in its contribution to total crude oil production in the Permian.

Permian Basin Total Daily Production (2012 – 2017)September 30, 2018)

Crude oil production in the Permian increased at a 20%19% CAGR over the last five yearsyear period ended September 30, 2018 and outpaced midstream infrastructure development. As a result of these supply and demand dynamics, the Midland, Texas oil differential to WTI recently fell to a low of negative $17.90 per barrel in August 2018, from a 2018 high of positive $1.90 per barrel in January.2018. The development of midstream infrastructure to alleviate takeaway constraints continues to be a prevalent strategy in the Permian. Diamondback’s firm capacity on the EPIC and Gray Oak long-haul crude oil pipelinepipelines will help insulate it from future pricing dynamics in the local Midland, Texas market and, once operational, our equity investment following exercise of our option, in this pipelinethese pipelines is also expected to provide us with a steady cash flow stream fromoil-weighted long-haul crude oil transportation.

Produced water is a natural byproduct of the crude oil and natural gas production process and is a particular focus in the water-heavy Permian. E&P companies are required to recycle or dispose of produced water associated with crude oil and natural gas production in an environmentally responsible manner. Produced water is water naturally trapped in subsurface formations and is brought to the surface during crude oil and natural gas exploration and production. Produced water is by far the largest volume byproduct stream associated with crude oil and natural gas exploration and production. Although produced water is a significant issue that operators have to address in both the Midland and Delaware Basins, the issue is much larger in the Delaware Basin. Delaware Basin wells generate approximately four to six barrels of produced water for every barrel of oil, while Midland Basin wells produce approximately one to two barrels of produced water for every barrel of oil. This difference in produced water production in Delaware Basin wells highlights the importance of having robust produced water infrastructure assets to support crude oil and natural gas production. We believe that in order for E&P companies to bring their hydrocarbons to market, they need to transport produced water efficiently using pipelines rather than trucks. Our purpose-built saltwater gathering, disposal and recycling system is designed to handle gathering

of up to 589,000 Bbl/2,027 MBbl/d of produced water, allowing Diamondback to more efficiently develop its acreage and grow production on our Dedicated Acreage.

last day of the fiscal year in which we have more than $1.07 billion in annual revenue, (iii) the date on which we issue more than $1.0 billion ofnon-convertible debt over a three-year period and (iv) the date on which we are deemed to be a “large accelerated filer,” as defined in Rule12b-2 promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

We have elected to take advantage of all of the applicable JOBS Act provisions, except that we will elect to opt out of the exemption that allows emerging growth companies to extend the transition period for complying with new or revised financial accounting standards (this election is irrevocable); accordingly, the information that we provide you may be different than what you may receive from other public companies in which you hold equity interests.

Risk Factors

An investment in our common units involves risks associated with our business, our partnership structure and the tax characteristics of our common units. Below is a summary of certain key risk factors that you should

Risks Related to Taxation

In addition, if following the expiration of the underwriter’s option to purchase additional common units such option was not fully exercised, we will (1) issue a number of Class B Units to Diamondback equal to the difference between (i) the number of common units that the underwriters would have purchased had the underwriters exercised in full such option and (ii) the number of common units that the underwriters in fact purchased pursuant to such option and (2) Rattler LLC will issue a number of Rattler LLC Units to Diamondback equal to the number of Class B Units issued.

Following completion of this offering, Diamondback will own, through its ownership of Class B Units, a     %an approximate 78% voting interest in us (     %(or an approximate 75% voting interest in us if the underwriters exercise in full their option to purchase additional common units) and, through its ownership of Rattler LLC Units, a     %an approximate 78% economic,non-voting interest in Rattler LLC (    %(or an approximate 75% economic, non-voting interest in Rattler LLC if the underwriters exercise in full their option to purchase additional common units).

Neither our general partner interest nor our Class B Units will be entitled to participate in distributions made by us, except that (i) our Class B Units will be entitled to quarterly aggregate cash preferred distributions of 8% per annum on the $1.0 million capital contribution made in respect of such units, or $0.02 million in aggregate per quarter to all Class B Units, and (ii) our general partner will be entitled to a quarterly cash preferred distribution of 8% per annum on the $1.0 million capital contribution made in respect of its general partner interest, or $0.02 million per quarter.

Ownership and Organizational Structure

AfterThe diagram below sets forth a simplified version of our organizational structure after giving effect to the transactions described above, assuming the underwriters’ option to purchase additional common units from us is not exercised, our organizational structure will be as follows:exercised.

Diamondback Energy, Inc. Public 100% membership interest Class B Units(1) Rattler % voting interest Midstream GP LLC common units(3) % voting interest Rattler LLC Units general partner % economic non-voting interest interest(2) Rattler Midstream Partners LP Rattler LLC Units managing member interest % economic interest Rattler Midstream Operating LLC 10% membership interest Gray Oak pipeline, LLC 100% membership interest Tall City Towers LLC 10% limited partnership interest 10% voting interest EPIC Curde Holdings GP, LLC general partner interest EPIC Crude Holdings, LP

Delaware law provides that a Delaware limited partnership may, in its partnership agreement, expand, restrict or eliminate the fiduciary duties otherwise owed by the general partner to limited partners and the

The Offering

Summary Historical and Pro Forma Financial Data

The following table presents summary historical financial data of our predecessor and summary unaudited pro forma financial data for Rattler Midstream Partners LP for the periods and as of the dates indicated. The summary historical financial data of our predecessor as of and for the yearyears ended December 31, 2017 isand 2018 are derived from the audited financial statements of our predecessor appearing elsewhere in this prospectus. In addition, the summary historical financial data of our predecessor as of and for the sixthree months ended June 30,March 31, 2019 and March 31, 2018 and June 30, 2017 are derived from the unaudited condensed consolidated interim financial statements of our predecessor also appearing elsewhere in this prospectus. The following table should be read together with, and is qualified in its entirety by reference to, the historical and pro forma financial statements and the accompanying notes included elsewhere in this prospectus. The table should also be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Upon the completion of this offering, we will own a %22% controlling membership interest in Rattler LLC (assuming no exercise of the underwriters’ option to purchase additional common units) and Diamondback will own, through its ownership of Rattler LLC Units, a %78% economic non-voting interest in Rattler LLC (assuming no exercise of the underwriters’ option to purchase additional common units). However, as required by GAAP, we will consolidate 100% of the assets and operations of Rattler LLC in our financial statements and reflect anon-controlling interest.

The summary unaudited pro forma financial data presented in the following table for the year ended December 31, 20172018 and the sixthree months ended June 30, 2018March 31, 2019 are derived from the unaudited pro forma combined financial statements included elsewhere in this prospectus. The unaudited pro forma combined balance sheet data as of June 30, 2018 assumesMarch 31, 2019 assume the offering and the related transactions occurred as of June 30, 2018March 31, 2019, and the unaudited pro forma combined statements of operations and statement of cash flows data for the year ended December 31, 20172018 and the sixthree months June 30, 2018ended March 31, 2019 assume the offering and the related transactions occurred as of January 1, 2017.2018. These transactions include, and the unaudited pro forma combined financial statements give effect to, the following:

Non-GAAP Financial Measures

We define EBITDA as net income before income taxes, net interest expense, depreciation, amortization and accretion. EBITDA is used as a supplemental financial measure by management and by external users of our financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess:

We believe that the presentation of EBITDA in this prospectus provides information useful to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to EBITDA are net income and net cash provided by operating activities. EBITDA should not be considered an alternative to net income, net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. EBITDA excludes some, but not all, items that affect net income or net cash, and these measures may vary from those of other companies. As a result, EBITDA as presented below may not be comparable to similarly titled measures of other companies.

The following tables present a reconciliation of EBITDA to net income and net cash provided by operating activities, the most directly comparable GAAP financial measures, on a historical basis and pro forma basis, as applicable, for each of the periods indicated.