DEBT | DEBT Long-term debt consisted of the following as of the dates indicated: December 31, 2019 2018 (in millions) 4.625% Notes due 2021 $ 399 $ 400 7.320% Medium-term Notes, Series A, due 2022 21 20 2.875% Senior Notes due 2024 1,000 — 4.750% Senior Notes due 2024 — 1,250 5.375% Senior Notes due 2025 800 800 3.250% Senior Notes due 2026 800 — 7.350% Medium-term Notes, Series A, due 2027 11 10 7.125% Medium-term Notes, Series B, due 2028 108 100 3.500% Senior Notes due 2029 1,200 — DrillCo Agreement 39 — Unamortized debt issuance costs (19 ) (27 ) Unamortized discount costs (31 ) — Unamortized premium costs 9 10 Revolving credit facility 13 1,490 Viper revolving credit facility 97 411 Viper 5.375% Senior Notes due 2027 500 — Rattler revolving credit facility 424 — Total long-term debt $ 5,371 $ 4,464 Diamondback Notes 4.750% Senior Notes On October 28, 2016, the Company issued $500 million in aggregate principal amount of 4.750% senior notes due 2024 (“4.750% senior notes”), under an indenture among the Company, the subsidiary guarantors party thereto and Wells Fargo, as the trustee. On September 25, 2018, the Company issued $750 million aggregate principal amount of new 4.750% senior notes as additional notes under, and subject to the terms of, the same indenture governing the 4.750% senior notes. The Company received approximately $741 million in net proceeds, after deducting the initial purchasers’ discount and its estimated offering expenses, but disregarding accrued interest, from the issuance of the new 4.750% senior notes. The Company used a portion of the net proceeds from the issuance of the new 4.750% senior notes to repay a portion of the outstanding borrowings its revolving credit facility and the balance for general corporate purposes, including funding a portion of the cash consideration for the acquisition of certain assets from Ajax Resources, LLC.. On December 20, 2019, the Company redeemed all of the outstanding 4.750% senior notes. The redemption payment (the “Redemption Payment”) included $1.25 billion of outstanding principal at a redemption price of 103.563% of the principal amount of the 4.750% senior notes, plus accrued and unpaid interest on the outstanding principal amount to the Redemption Date. On December 5, 2019, the indenture governing the 4.750% senior notes was fully satisfied and discharged and the guarantors were released from their guarantees of the 4.750% senior notes. The Company funded the Redemption Payment with a portion of the net proceeds from the issuance of the December 2019 Notes. The 4.750% senior notes bore interest at a rate of 4.750% per annum, payable semi-annually, in arrears on May 1 and November 1 of each year, commencing on May 1, 2017 and would have matured on November 1, 2024. All of our restricted subsidiaries that guaranteed our revolving credit facility guaranteed the 4.750% senior notes; provided, however, that the 4.750% senior notes were not guaranteed by Viper, Viper’s General Partner, Viper LLC, Rattler, Rattler’s General Partner or Rattler LLC. 2025 Senior Notes On December 20, 2016, the Company issued $500 million in aggregate principal amount of 5.375% senior notes due 2025 (the “existing 2025 notes”), under an indenture among us, the subsidiary guarantors party thereto and Wells Fargo, as the trustee (the “2025 indenture”). On January 29, 2018, the Company issued $300 million aggregate principal amount of new 5.375% senior notes due 2025 as additional notes under the 2025 indenture (the “new 2025 notes” and, together with the existing 2025 notes, the 2025 senior notes). The Company received approximately $308 million in net proceeds, after deducting the initial purchaser’s discount and the Company’s estimated offering expenses, but disregarding accrued interest, from the issuance of the new 2025 notes. The Company used the net proceeds from the issuance of the new 2025 notes to repay a portion of the outstanding borrowings under its revolving credit facility. The 2025 senior notes bear interest at a rate of 5.375% per annum, payable semi-annually, in arrears on May 31 and November 30 of each year and will mature on May 31, 2025. All of the Company’s existing and future restricted subsidiaries that guarantee its revolving credit facility guarantee the 2025 senior notes. Currently, the 2025 senior notes are not guaranteed by any of the Company’s subsidiaries other than Diamondback O&G LLC and will not be guaranteed by any of the Company’s future unrestricted subsidiaries. The Company may on any one or more occasions redeem some or all of the 2025 senior notes at any time on or after May 31, 2020 at the redemption prices (expressed as percentages of principal amount) of 104.031% for the 12-month period beginning on May 31, 2020, 102.688% for the 12-month period beginning on May 31, 2021, 101.344% for the 12-month period beginning on May 31, 2022 and 100.000% beginning on May 31, 2023 and at any time thereafter with any accrued and unpaid interest to, but not including, the date of redemption. Prior to May 31, 2020, the Company may on any one or more occasions redeem all or a portion of the 2025 senior notes at a price equal to 100% of the principal amount of the 2025 senior notes plus a “make-whole” premium and accrued and unpaid interest to the redemption date. In addition, any time prior to May 31, 2020, the Company may on any one or more occasions redeem the 2025 senior notes in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the 2025 senior notes issued prior to such date at a redemption price of 105.375% , plus accrued and unpaid interest to the redemption date, with an amount equal to the net cash proceeds from certain equity offerings. December 2019 Notes Offering On December 5, 2019, the Company issued $1.0 billion in aggregate principal amount of 2.875% senior notes due 2024 (the “2024 notes”), $800 million in aggregate principal amount of 3.250% senior notes due 2026 (the “2026 notes”), and $1.2 billion aggregate principal amount of 3.500% senior notes due 2029, (the “2029 notes” and, together with the 2024 notes and the 2026 notes, the “December 2019 Notes”). The 2024 notes will mature on December 1, 2024, the 2026 notes will mature on December 1, 2026 and the 2029 notes will mature on December 1, 2029. Interest will accrue and be payable semi-annually, in arrears on June 1 and December 1 of each year, commencing on June 1, 2020. The December 2019 Notes are fully and unconditionally guaranteed by Diamondback O&G LLC and are not guaranteed by any of the Company’s other subsidiaries. The December 2019 Notes were issued under an indenture, dated as of December 5, 2019, among the Company and Wells Fargo, as the trustee, as supplemented by the first supplemental indenture dated as of December 5, 2019 (the “December 2019 Notes Indenture”). The C ompany may redeem (i) the 2024 Notes in whole or in part at any time prior to November 1, 2024 (one month prior to the maturity date of the 2024 Notes), (ii) the 2026 Notes in whole or in part at any time prior to October 1, 2026 (two months prior to the maturity date of the 2026 Notes) and (iii) the 2029 Notes in whole or in part at any time prior to September 1, 2029 (three months prior to the maturity date of the 2029 Notes) (each such date, a “par call date”), in each case at the redemption price set forth in the indenture governing the December 2019 Notes. If the December 2019 Notes are redeemed on or after their respective par call dates, in each case, such December 2019 Notes will be redeemed at a redemption price equal to 100% of the principal amount of the December 2019 Notes to be redeemed plus interest accrued thereon to but not including the redemption date. Upon the occurrence of a Change of Control Triggering Event (as defined in the indenture governing the December 2019 Notes), holders may require the Company to purchase some or all of their December 2019 Notes for cash at a price equal to 101% of the principal amount of the December 2019 Notes being purchased, plus accrued and unpaid interest, if any, to the date of purchase. The indenture governing the December 2019 Notes contains customary terms and covenants, including limitations on the Company’s ability and the ability of certain of its subsidiaries to incur liens securing funded indebtedness and on the Company’s ability to consolidate, merge or sell, convey, transfer or lease all or substantially all of its assets. Second Amended and Restated Credit Facility The Company and Diamondback O&G LLC, as borrower, entered into the second amended and restated credit agreement, dated November 1, 2013, as amended, with a syndicate of banks, including Wells Fargo, as administrative agent, and its affiliate Wells Fargo Securities, LLC, as sole book runner and lead arranger. On June 28, 2019, the credit agreement was amended pursuant to an eleventh amendment, which implemented certain changes to the credit facility for the period on and after the date on which our unsecured debt achieves an investment grade rating from two rating agencies and certain other conditions in the credit agreement are satisfied (the “investment grade changeover date”). On November 20, 2019, Diamondback O&G LLC caused Diamondback O&G LLC to deliver a notice as borrower under the revolving credit facility to trigger the “investment grade changeover date.” As of December 31, 2019, the maximum credit amount available under the credit agreement is $2.0 billion . As of December 31, 2019 , the Company had approximately $13 million of outstanding borrowings under its revolving credit facility and $1.99 billion available for future borrowings under the revolving credit facility. Diamondback O&G LLC is the borrower under the credit agreement, and, as of December 31, 2019, the credit agreement is guaranteed by Diamondback Energy, Inc. None of the Company’s other subsidiaries are guarantors under the revolving credit facility. On December 5, 2019, Diamondback O&G LLC delivered a letter notifying the administrative agent under the credit agreement that as of such date, each of the guarantors, other than Diamondback Energy, Inc., ceased to be a guarantor under the credit agreement. The outstanding borrowings under the credit agreement bear interest at a per annum rate elected by us that is equal to the alternate base rate (which is equal to the greatest of the prime rate, the Federal Funds effective rate plus 0.5% , and 3 month LIBOR plus 1.0% ) or LIBOR, in each case plus the applicable margin. The applicable margin with range from 0.125% to 1.0% per annum and from 1.125% to 2.0% per annum in the case of LIBOR, in each case, depending on the pricing level, which in turn depends on the rating agencies’ rating of our unsecured debt. We are obligated to pay a quarterly commitment fee ranging from 0.125% to 0.350% per year on the unused portion of the commitment, based on the pricing level, which in turn depends on the rating agencies’ rating of our unsecured debt. Loan principal may be optionally repaid from time to time without premium or penalty (other than customary LIBOR breakage). Loan principal is required to be repaid (a) to the extent the loan amount exceeds the commitment due to any termination or reduction of the aggregate maximum credit amount and (b) at the maturity date of November 1, 2022. The credit agreement contains a financial covenant that requires us to maintain a Total Net Debt to Capitalization Ratio (as defined in the credit agreement) of no more than 65% . Our non-guarantor restricted subsidiaries may incur debt for borrowed money in an aggregate principal amount up to 15% of consolidated net tangible assets (as defined in the credit agreement) and we and our restricted subsidiaries may incur liens if the aggregate amount of debt secured by such liens does not exceed 15% of consolidated net tangible assets. As of December 31, 2019 and 2018 , the Company was in compliance with all financial covenants under the revolving credit facility, as then in effect. The lenders may accelerate all of the indebtedness under the revolving credit facility upon the occurrence and during the continuance of any event of default. The credit agreement contains customary events of default, including non-payment, breach of covenants, materially incorrect representations, cross-default, bankruptcy and change of control. There are no cure periods for events of default due to non-payment of principal and breaches of negative and financial covenants, but non-payment of interest and breaches of certain affirmative covenants are subject to customary cure periods. Energen Notes At the effective time of the Merger, Energen became the Company’s wholly owned subsidiary and remained the issuer of an aggregate principal amount of $530 million in notes (the “Energen Notes”), issued under an indenture dated September 1, 1996 with The Bank of New York as Trustee (the “Energen Indenture”). As of December 31, 2019 , the Energen Notes consist of: (1) $399 million aggregate principal amount of 4.625% senior notes due on September 1, 2021, (2) $108 million of 7.125% notes due on February 15, 2028, (3) $21 million of 7.32% notes due on July 28, 2022, and (4) $11 million of 7.35% notes due on July 28, 2027. The Energen Notes are the senior unsecured obligations of Energen and, post-merger, Energen, as a wholly owned subsidiary, continues to be the sole issuer and obligor under the Energen Notes. The Energen Notes rank equally in right of payment with all other senior unsecured indebtedness of Energen if any, and are effectively subordinated to Energen’s senior secured indebtedness, if any, to the extent of the value of the collateral securing such indebtedness. Neither we nor any of our subsidiaries guarantee the Energen Notes. The Energen Indenture contains certain covenants that, subject to certain exceptions and qualifications, limit Energen’s ability to incur or suffer to exist liens, to enter into sale and leaseback transactions, to consolidate with or merge into any other entity, and to convey, transfer or lease its properties and assets substantially as an entirety to any person or entity. The Energen Indenture not include a restriction on the payment of dividends. On November 29, 2018, Energen guaranteed the Company’s indebtedness under its credit facility and granted a lien on certain of its assets to secure such indebtedness, and on December 21, 2018, Energen’s subsidiaries guaranteed the Company’s indebtedness under its credit agreement and granted liens on certain of their assets to secure such indebtedness. As a result of such guarantees, under the terms of and the 2025 Indenture, Energen is also a guarantor of the 2025 Senior Notes. Viper’s Facility - Wells Fargo Bank On July 20, 2018, Viper LLC, as borrower, entered into an amended and restated credit agreement with Viper, as guarantor, Wells Fargo, as administrative agent, and the other lenders. The credit agreement, as amended (the “Viper credit agreement”), provides for a revolving credit facility in the maximum credit amount of $2 billion and a borrowing base based on Viper LLC’s oil and natural gas reserves and other factors (the “borrowing base”) of $775 million , subject to scheduled semi-annual and other elective borrowing base redeterminations. The borrowing base is scheduled to be re-determined semi-annually with effective dates of May 1st and November 1st. In addition, Viper LLC and Wells Fargo each may request up to three interim redeterminations of the borrowing base during any 12 -month period. In connection with Viper’s fall redetermination in November 2019, the borrowing base under the Viper credit agreement was increased to $775 million . As of December 31, 2019 , the borrowing base was set at $775 million , and Viper LLC had $97 million of outstanding borrowings and $678 million available for future borrowings under the Viper credit agreement. The outstanding borrowings under the Viper credit agreement bear interest at a per annum rate elected by Viper LLC that is equal to an alternate base rate (which is equal to the greatest of the prime rate, the Federal Funds effective rate plus 0.5% and 3-month LIBOR plus 1.0% ) or LIBOR, in each case plus the applicable margin. The applicable margin ranges from 0.75% to 1.75% per annum in the case of the alternate base rate and from 1.75% to 2.75% per annum in the case of LIBOR, in each case depending on the amount of loans and letters of credit outstanding in relation to the commitment, which is defined as the lesser of the maximum credit amount and the borrowing base. Viper LLC is obligated to pay a quarterly commitment fee ranging from 0.375% to 0.500% per year on the unused portion of the commitment, which fee is also dependent on the amount of loans and letters of credit outstanding in relation to the commitment. Loan principal may be optionally repaid from time to time without premium or penalty (other than customary LIBOR breakage), and is required to be repaid (i) to the extent the loan amount exceeds the commitment or the borrowing base, whether due to a borrowing base redetermination or otherwise (in some cases subject to a cure period), (ii) in an amount equal to the net cash proceeds from the sale of property when a borrowing base deficiency or event of default exists under the credit agreement and (iii) at the maturity date of November 1, 2022. The loan is secured by substantially all of the assets of Viper and Viper LLC. The Viper credit agreement contains various affirmative, negative and financial maintenance covenants. These covenants, among other things, limit additional indebtedness, additional liens, sales of assets, mergers and consolidations, dividends and distributions, transactions with affiliates, purchases of margin stock and entering into certain swap agreements and require the maintenance of the financial ratios described below. Financial Covenant Required Ratio Ratio of total net debt to EBITDAX, as defined in the Viper credit agreement Not greater than 4.0 to 1.0 Ratio of current assets to liabilities, as defined the Viper credit agreement Not less than 1.0 to 1.0 The covenant prohibiting additional indebtedness allows for the issuance of unsecured debt of up to $1.0 billion in the form of senior unsecured notes and, in connection with any such issuance, the reduction of the borrowing base by 25% of the stated principal amount of each such issuance. The covenant limiting dividends and distributions includes an exception allowing Viper LLC to make distributions if no default, event of default or borrowing base deficiency exists. As of December 31, 2019 and 2018 , Viper and Viper LLC were in compliance with all financial covenants under the Viper credit agreement, as then in effect. The lenders may accelerate all of the indebtedness under the Viper credit agreement upon the occurrence and during the continuance of any event of default. The Viper credit agreement contains customary events of default, including non-payment, breach of covenants, materially incorrect representations, cross-default, bankruptcy and change of control. Viper’s Notes On October 16, 2019, Viper completed an offering in which it issued its 5.375% Senior Notes due 2027 in aggregate principal amount of $500 million (the “Viper Notes”). Viper received gross proceeds of $500 million from the such offering, which it loaned to Viper LLC. Viper LLC paid the expenses of the offering, resulting in net proceeds of the offering of $490 million , which Viper LLC used to pay down borrowings under the Viper credit agreement. The Viper Notes were issued under an indenture, dated as of October 16, 2019, among Viper, as issuer, Viper LLC, as guarantor and Wells Fargo, as trustee (the “Viper Indenture”). Pursuant to the Viper Indenture and the Viper Notes, interest on the Viper Notes accrues at a rate of 5.375% per annum on the outstanding principal amount thereof, payable semi-annually on May 1 and November 1 of each year, commencing on May 1, 2020. The Viper Notes will mature on November 1, 2027. Viper LLC guarantees the Viper Notes pursuant to the Viper Indenture. Neither the Company nor any of its other subsidiaries guarantee the Viper Notes. The Viper Indenture contains certain covenants that, subject to certain exceptions and qualifications, among other things, limit Viper’s ability and the ability of its restricted subsidiaries to incur or guarantee additional indebtedness or issue certain redeemable or preferred equity, make certain investments, declare or pay dividends or make distributions on equity interests or redeem, repurchase or retire equity interests or subordinated indebtedness, transfer or sell assets, agree to payment restrictions affecting its restricted subsidiaries, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets, enter into transactions with affiliates, incur liens and designate certain of its subsidiaries as unrestricted subsidiaries. These covenants are subject to numerous exceptions, some of which are material. Certain of these covenants are subject to termination upon the occurrence of certain events. Rattler’s Credit Agreement In connection with the Rattler Offering, Rattler, as parent, and Rattler LLC, as borrower, entered into a credit agreement, dated May 28, 2019, with Wells Fargo Bank, as administrative agent, and a syndicate of banks, as lenders party thereto (the “Rattler credit agreement”). The Rattler credit agreement provides for a revolving credit facility in the maximum credit amount of $600 million . Loan principal may be optionally repaid from time to time without premium or penalty (other than customary LIBOR breakage), and is required to be paid at the maturity date of May 28, 2024. The Rattler credit agreement is guaranteed by Rattler, Tall City, Rattler OMOG LLC and Rattler Ajax Processing LLC. As of December 31, 2019 , Rattler LLC had $424 million of outstanding borrowings and $176 million available for future borrowings under the Rattler credit agreement. The outstanding borrowings under the Rattler credit agreement bear interest at a per annum rate elected by Rattler LLC that is based on the prime rate or LIBOR, in each case plus an applicable margin. The applicable margin ranges from 0.250% to 1.250% per annum for prime-based loans and 1.250% to 2.250% per annum for LIBOR loans, in each case depending on the Consolidated Total Leverage Ratio (as defined in the Rattler credit agreement). Rattler LLC is obligated to pay a quarterly commitment fee ranging from 0.250% to 0.375% per annum on the unused portion of the commitment, which fee is also dependent on the Consolidated Total Leverage Ratio. The Rattler credit agreement contains various affirmative and negative covenants. These covenants, among other things, limit additional indebtedness, additional liens, sales of assets, mergers and consolidations, distributions and other restricted payments, transactions with affiliates, and entering into certain swap agreements, in each case of Rattler, Rattler LLC and their restricted subsidiaries. The covenants are subject to exceptions set forth in the Rattler credit agreement, including an exception allowing Rattler LLC or Rattler to issue unsecured debt securities and an exception allowing payment of distributions if no default exists. The Rattler credit agreement also contains financial maintenance covenants that require the maintenance of the financial ratios described below: Financial Covenant Required Ratio Consolidated Total Leverage Ratio commencing with the fiscal quarter ending September 30, 2019 Not greater than 5.00 to 1.00 (or not greater than 5.50 to 1.00 for 3 fiscal quarters following certain acquisitions), but if the Consolidated Senior Secured Leverage Ratio (as defined in the Rattler credit agreement) is applicable, then not greater than 5.25 to 1.00) Consolidated Senior Secured Leverage Ratio commencing with the last day of any fiscal quarter in which the Financial Covenant Election (as defined in the Rattler credit agreement) is made Not greater than 3.50 to 1.00 Consolidated Interest Coverage Ratio (as defined in the Rattler credit agreement) commencing with the fiscal quarter ending September 30, 2019 Not less than 2.50 to 1.00 For purposes of calculating the financial maintenance covenants prior to the fiscal quarter ending June 30, 2020, EBITDA (as defined in the Rattler credit agreement) will be annualized based on the actual EBITDA for the preceding fiscal quarters starting with the fiscal quarter ending September 30, 2019. As of December 31, 2019 , Rattler and Rattler LLC were in compliance with all financial covenants under the Rattler credit agreement. The lenders may accelerate all of the indebtedness under the Rattler credit agreement upon the occurrence and during the continuance of any event of default. The Rattler credit agreement contains customary events of default, including non-payment, breach of covenants, materially incorrect representations, cross-default, bankruptcy and change in control. Alliance with Obsidian Resources, L.L.C. The Company entered into a participation and development agreement (the “DrillCo Agreement”), dated September 10, 2018, with Obsidian Resources, L.L.C. (“CEMOF”) to fund oil and natural gas development. Funds managed by CEMOF and its affiliates have agreed to commit to funding certain costs out of CEMOF’s net production revenue and, for a period of time, to the extent not funded by such revenue, up to an additional $300 million , to fund drilling programs on locations provided by the Company. Subject to adjustments depending on asset characteristics and return expectations of the selected drilling plan, CEMOF will fund up to 85% of the costs associated with new wells drilled under the DrillCo Agreement and is expected to receive an 80% working interest in these wells until it reaches certain payout thresholds equal to a cumulative 9% and then 13% internal rate of return. Upon reaching the final internal rate of return target, CEMOF’s interest will be reduced to 15% , while the Company’s interest will increase to 85% . As of December 31, 2019 , CEMOF had funded approximately $36 million . As of December 31, 2019 , eleven joint wells have been drilled and completed. Interest expense The following amounts have been incurred and charged to interest expense for the years ended December 31, 2019 , 2018 and 2017 : Year Ended December 31, 2019 2018 2017 (in millions) Interest expense $ 235 $ 110 $ 61 Less capitalized interest (66 ) (32 ) (22 ) Other fees and expenses 4 10 2 Total interest expense $ 173 $ 88 $ 41 |