DEBT | DEBT Long-term debt consisted of the following as of the dates indicated: September 30, December 31, 2020 2019 (in millions) 4.625% Notes due 2021 $ 191 $ 399 7.320% Medium-term Notes, Series A, due 2022 20 21 2.875% Senior Notes due 2024 1,000 1,000 4.750% Senior Notes due 2025 500 — 5.375% Senior Notes due 2025 800 800 3.250% Senior Notes due 2026 800 800 7.350% Medium-term Notes, Series A, due 2027 — 11 7.125% Medium-term Notes, Series B, due 2028 100 108 3.500% Senior Notes due 2029 1,200 1,200 DrillCo Agreement 86 39 Unamortized debt issuance costs (30) (19) Unamortized discount costs (28) (31) Unamortized premium costs 16 9 Revolving credit facility (1) — 13 Viper revolving credit facility (1) 127 97 Viper 5.375% Senior Notes due 2027 480 500 Rattler revolving credit facility (2) 85 424 Rattler 5.625% Senior Notes due 2025 500 — Total debt, net 5,847 5,371 Less: current maturities of long-term debt (191) — Total long-term debt $ 5,656 $ 5,371 (1) Each of these revolving credit facilities matures on November 1, 2022. (2) The Rattler revolving credit facility matures on May 28, 2024. References in this section to the Company shall mean Diamondback Energy, Inc. and Diamondback O&G LLC, collectively, unless otherwise specified. May 2020 Senior Notes On May 26, 2020, the Company completed a notes offering of $500 million in aggregate principal amount of its 4.750% Senior Notes due 2025 (the “May 2020 Notes”). Interest on the May 2020 Notes accrues from May 26, 2020, and is payable in cash semi-annually on May 31 and November 30 of each year, beginning November 30, 2020. The May 2020 Notes mature on May 31, 2025. The Company received net proceeds of approximately $496 million from the offering of the May 2020 Notes. The May 2020 Notes are the Company’s senior unsecured obligations, and are guaranteed by Diamondback O&G LLC (the “Guarantor”), but are not guaranteed by any of the Company’s other subsidiaries. The May 2020 Notes are senior in right or payment to any of the Company’s and the Guarantor’s future subordinated indebtedness and rank equal in right of payment with all of the Company’s and the Guarantor’s existing and future senior indebtedness. The May 2020 Notes are effectively subordinated to the Company’s and the Guarantor’s existing and future secured indebtedness, if any, to the extent of the value of the collateral securing such indebtedness, and structurally subordinated to all of the existing and future indebtedness and other liabilities of the Company’s subsidiaries other than the Guarantor. Second Amended and Restated Credit Facility Diamondback O&G LLC, as borrower, and Diamondback Energy, Inc., as parent guarantor, 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 the Company’s unsecured debt achieves an investment grade rating from two rating agencies and certain other conditions in the credit agreement are satisfied, which changes became effective on November 20, 2019. As of September 30, 2020, the maximum credit amount available under the credit agreement was $2 billion. As of September 30, 2020, the Company had no outstanding borrowings under its revolving credit facility and $2.0 billion available for future borrowings under the revolving credit facility. As of September 30, 2020, there was an aggregate of $3 million in outstanding letters of credit, which reduce the amount available under the credit agreement on a dollar-for-dollar basis. The weighted average interest rate on the credit facility was 1.83% and 2.27% for the three months and nine months ended September 30, 2020, respectively. As of September 30, 2020, the Company was in compliance with all financial maintenance covenants under the revolving credit facility. Energen’s Notes Energen became a wholly owned subsidiary of the Company at the effective time of the merger and remained the issuer of an aggregate principal amount of $530 million in notes (the “Energen Notes”). As of September 30, 2020, the Energen Notes consist of: (1) $191 million aggregate principal amount of 4.625% senior notes due on September 1, 2021, (2) $100 million of 7.125% notes due on February 15, 2028, and (3) $20 million of 7.32% notes due on July 28, 2022. The Company used the net proceeds from the offering of May 2020 Notes, among other things, to make an equity contribution to Energen to purchase $209 million in previously outstanding aggregate principal amount of Energen’s 4.625% senior notes pursuant to a tender offer. During the third quarter of 2020, the Company repurchased $10 million in principal amount of the outstanding Energen 7.350% medium-term notes due on July 28, 2027 at a price of 120% of the aggregate principal amount, which resulted in an immaterial loss on extinguishment of debt. Viper’s Credit Agreement 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”). The borrowing base is scheduled to be redetermined semi-annually in May and November. In addition, Viper LLC and Wells Fargo each may request up to three interim redeterminatio ns of the borrowing base during any 12-month period. The borrowing base was reduced from $775 million to $580 million during the regularly scheduled (semi-annual) spring 2020 redetermination in the second quarter of 2020, and is expected to be reaffirmed at $580 million by the lenders during the regularly scheduled (semi-annual) fall 2020 redetermination in November 2020. As of September 30, 2020, Viper LLC had $127 million of outstanding borrowings and $453 million available for future borrowings under the Viper credit agreement. The weighted average interest rate on the credit facility was 2.14% and 2.66% for the three months and nine months ended September 30, 2020, respectively. The revolving credit facility will mature on November 1, 2022. As of September 30, 2020, Viper LLC was in compliance with all financial maintenance covenants under the Viper credit agreement. 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 net proceeds of approximately $490 million from the offering of the Viper Notes. Viper loaned the gross proceeds to Viper LLC. Viper LLC used the proceeds from the notes offering to pay down borrowings under its revolving credit facility. D uring the three months and nine months ended September 30, 2020, Viper repurchased $6 million and $20 million, respectively of the outstanding principal amount of Viper Notes in open market purchases at a cash price ranging from 97.5% to 98.5% of the aggregate principal amount, which resulted in a n immaterial gain on extinguishment of debt. The repurchase brought the total outstanding principal amount of Viper Notes down to $480 million as of September 30, 2020. 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, 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, which is expandable to $1 billion upon Rattler’s election, subject to obtaining additional lender commitments and satisfaction of customary conditions. As of September 30, 2020, Rattler LLC had $85 million of outstanding borrowings and $515 million available for future borrowings under the Rattler credit agreement. The weighted average interest rate on the credit facility was 1.46% and 2.18% for the three months and nine months ended September 30, 2020, respectively. As of September 30, 2020, Rattler LLC was in compliance with all financial maintenance covenants under the Rattler credit agreement. See Note 18—Subsequent Events for a description of the amendment to the Rattler credit agreement which occurred subsequent to September 30, 2020. Rattler’s Notes On July 14, 2020, Rattler completed an offering (the “Notes Offering”) of $500 million in aggregate principal amount of its 5.625% Senior Notes due 2025 (the “Rattler Notes”). Interest on the Rattler Notes is payable on January 15 and July 15 of each year, beginning on January 15, 2021. The Rattler Notes mature on July 15, 2025. Rattler received net proceeds of approximately $490 million from the Notes Offering. Rattler loaned the gross proceeds to Rattler LLC, which Rattler LLC used to repay then outstanding borrowings under the Rattler credit agreement. The Rattler Notes are senior unsecured obligations of Rattler, rank equally in right of payment with all of Rattler’s existing and future senior indebtedness it may incur and initially are guaranteed on a senior unsecured basis by Rattler LLC, Tall City, Rattler OMOG LLC and Rattler Ajax Processing LLC. Neither the Company nor Rattler’s General Partner guarantee the Rattler Notes. In the future, each of Rattler’s restricted subsidiaries that either (1) guarantees any of its or a guarantor’s other indebtedness or (2) is classified as a domestic restricted subsidiary under the indenture governing the Rattler Notes and is an obligor with respect to any indebtedness under any credit facility will be required to guarantee the Rattler Notes. Alliance with Obsidian Resources, L.L.C. Diamondback O&G LLC 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 September 30, 2020 and December 31, 2019, CEMOF’s return related to this alliance was $86 million and $39 million, respectively. As of September 30, 2020, 15 joint wells have been drilled and completed. |