DEBT | DEBT Long-term debt consisted of the following as of the dates indicated: June 30, December 31, 2021 2020 (In millions) 4.625% Notes due 2021 $ — $ 191 5.375% Senior Notes due 2022 (1) 25 — 7.320% Medium-term Notes, Series A, due 2022 20 20 0.900% Senior Notes due 2023 650 — 5.250% Senior Notes due 2023 (1) 10 — 2.875% Senior Notes due 2024 1,000 1,000 4.750% Senior Notes due 2025 500 500 5.375% Senior Notes due 2025 432 800 3.250% Senior Notes due 2026 800 800 5.625% Senior Notes due 2026 (1) 18 — 7.125% Medium-term Notes, Series B, due 2028 100 100 3.500% Senior Notes due 2029 1,200 1,200 3.125% Senior Notes due 2031 900 — 4.400% Senior Notes due 2051 650 — DrillCo Agreement (2) 68 79 Unamortized debt issuance costs (40) (29) Unamortized discount costs (30) (27) Unamortized premium costs 14 15 Fair value of interest rate swap agreements (3) (4) — Revolving credit facility — 23 Viper revolving credit facility 62 84 Viper 5.375% Senior Notes due 2027 480 480 Rattler revolving credit facility 5 79 Rattler 5.625% Senior Notes due 2025 500 500 Total debt, net 7,360 5,815 Less: current maturities of long-term debt — (191) Total long-term debt $ 7,360 $ 5,624 (1) At the effective time of the QEP Merger, QEP became a wholly owned subsidiary of the Company and remained the issuer of the notes. (2) 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. As of June 30, 2021, the amount due to CEMOF related to this alliance was $68 million. (3) The Company has two interest rate swap agreements in place on the Company’s $1.2 billion 3.500% fixed rate senior notes due 2029. See Note 11— Derivatives for additional information on the Company’s interest rate swaps designated as fair value hedges. References in this section to the Company shall mean Diamondback Energy, Inc. and Diamondback E&P, collectively, unless otherwise specified. Second Amended and Restated Credit Facility On June 2, 2021, Diamondback Energy, Inc., as parent guarantor, and O&G, as borrower (the “Borrower”), entered into a twelfth amendment (the “Amendment”) to the Second Amended and Restated Credit Agreement, dated as of November 1, 2013, with Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”), and the lenders party thereto (as amended, supplemented or otherwise modified to the date thereof and as further amended by the Amendment. The Amendment, among other things, (i) extended the maturity date to June 2, 2026, which may be further extended by two one On June 30, 2021, Diamondback E&P, as successor borrower, Diamondback Energy, Inc., as parent guarantor, and the Administrative Agent entered into that certain Successor Borrower Joinder Agreement (the “Joinder Agreement”) in connection with the E&P Merger. Pursuant to the Joinder Agreement, Diamondback E&P assumed all obligations (including, without limitation, all of the indebtedness) of O&G as the borrower under the credit agreement, the Second Amended and Restated Guaranty Agreement, dated as of November 20, 2019, made by O&G and Diamondback Energy, Inc., and the other documents entered into connection therewith. As of June 30, 2021, the maximum credit amount available under the credit agreement was $1.6 billion, with no outstanding borrowings and $1.6 billion available for future borrowings. As of June 30, 2021, there was an aggregate of $3 million in outstanding letters of credit, which reduces available borrowings under the credit agreement on a dollar for dollar basis. During the three and six months ended June 30, 2021 and 2020, the weighted average interest rate on loans under the credit agreement was 1.68%, 1.67%, 2.02% and 2.42%, respectively. The borrowing base is scheduled to be redetermined semi-annually in May and November. As of June 30, 2021, the Company was in compliance with all financial maintenance covenants under the credit agreement. March 2021 Notes Offering On March 24, 2021, Diamondback Energy, Inc. issued $650 million aggregate principal amount of 0.900% Senior Notes due March 24, 2023 (the “2023 Notes”), $900 million aggregate principal amount of 3.125% Senior Notes due March 24, 2031 (the “2031 Notes”) and $650 million aggregate principal amount of 4.400% Senior Notes due March 24, 2051 (the “2051 Notes” and together with the 2023 Notes and the 2031 Notes, the “March 2021 Notes”) and received proceeds, net of $24 million in debt issuance costs and discounts, of $2.18 billion. The net proceeds were primarily used to fund the repurchase of other senior notes outstanding as discussed further below. Interest on the March 2021 Notes is payable semi-annually on March 24 and September 24, beginning on September 24, 2021. The March 2021 Notes are the Company’s senior unsecured obligations and are fully and unconditionally guaranteed by Diamondback E&P. The March 2021 Notes are senior in right of payment to any of the Company’s future subordinated indebtedness and rank equal in right of payment with all of the Company’s existing and future senior indebtedness. At June 30, 2021, the March 2021 Notes are effectively subordinated to the Company’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 Diamondback E&P. The Company may not redeem the 2023 Notes in whole or in part at any time prior to September 24, 2021. The Company may redeem (i) the 2031 Notes in whole or in part at any time prior to December 24, 2030 and (ii) the 2051 Notes in whole or in part at any time prior to September 24, 2050, in each case at the redemption price set forth in the 2019 Indenture. If the March 2021 Notes are redeemed on or after the dates noted above, in each case, the March 2021 Notes may be redeemed at a redemption price equal to 100% of the principal amount of the March 2021 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 2019 Indenture, holders may require the Company to purchase some or all of their March 2021 Notes for cash at a price equal to 101% of the principal amount of the March 2021 Notes being purchased, plus accrued and unpaid interest, if any, to the date of purchase. Repurchases of Notes On March 17, 2021, at the time of the QEP Merger discussed in Note 4— Acquisitions , QEP had outstanding debt at fair values consisting of $478 million of 5.375% Senior Notes due 2022 (the “QEP 2022 Notes”), $673 million of 5.250% Senior Notes due 2023 (the “QEP 2023 Notes”) and $558 million of 5.625% Senior Notes due 2026 (the “QEP 2026 Notes” and together with the QEP 2022 Notes and QEP 2023 Notes, the “QEP Notes”). Subsequent to the QEP Merger, in March 2021, the Company repurchased pursuant to tender offers commenced by the Company, approximately $1.65 billion in fair value carrying amount of the QEP Notes for total cash consideration of $1.7 billion, including redemption and early premium fees of $152 million, which resulted in a loss on extinguishment of debt during the six months ended June 30, 2021 of approximately $47 million. The aggregate fair value of the QEP Notes repurchased consisted of (i) $453 million, or 94.65%, of the outstanding fair value carrying amount of the QEP 2022 Notes, (ii) $663 million, or 98.43%, of the outstanding fair value carrying amount of the QEP 2023 Notes and (iii) $538 million, or 96.35%, of the outstanding fair value carrying amount of the QEP 2026 Notes. In March 2021, the Company also repurchased an aggregate of $368 million principal amount of its 5.375% 2025 Senior Notes, representing approximately 45.97% of the outstanding 2025 Senior Notes, for total cash consideration of $381 million, including redemption and early premium fees of $13 million, which resulted in a loss on extinguishment of debt during the six months ended June 30, 2021 of $14 million. The Company funded the repurchases of the QEP Notes and 2025 Senior Notes with the proceeds from the March 2021 Notes offering discussed above. In connection with the tender offers to repurchase the QEP Notes discussed above, the Company also solicited consents from holders of the QEP Notes to amend the indenture for the QEP Notes to, among other things, eliminate substantially all of the restrictive covenants and related provisions and certain events of default contained in the indenture under which the QEP Notes were issued. The Company received the requisite number of consents and, on March 23, 2021, entered into a supplemental indenture relating to the QEP Notes adopting these amendments. In June 2021, the Company redeemed the remaining $191 million principal amount of the outstanding Energen 4.625% senior notes due on September 1, 2021. The Company recorded an immaterial pre-tax loss on extinguishment of debt related to the redemption, which included the write-off of unamortized debt discounts associated with the redeemed notes. Energen Notes In connection with the E&P Merger, Diamondback E&P became the successor issuer under the indenture, dated as of September 1, 1996, pursuant to which Energen issued $100 million aggregate principal amount of 7.125% Medium-Term Notes, Series B due 2028 and $20 million aggregate principal amount of 7.32% Medium-Term Notes, Series A due 2022. Viper’s Credit Agreement Viper LLC’s existing credit agreement, as amended by the seventh amendment on June 2, 2021 (the “Viper Amendment”), provides for a revolving credit facility in the maximum credit amount of $2.0 billion with a borrowing base of $580 million based on Viper LLC’s oil and natural gas reserves and other factors. Among other changes, the Viper Amendment added new provisions that allow Viper LLC to elect a commitment amount that is less than its borrowing base as determined by the lenders. As of June 30, 2021, the elected commitment amount was $500 million with $62 million of outstanding borrowings and $438 million available for future borrowings. The borrowing base is scheduled to be redetermined semi-annually in May and November. During the three and six months ended June 30, 2021 and 2020, the weighted average interest rate on borrowings under the Viper credit agreement was 1.93%, 1.90%, 2.41% and 2.82%, respectively . The Viper credit agreement will mature on June 2, 2025 . As of June 30, 2021, Viper LLC was in compliance with all financial maintenance covenants under the Viper credit agreement. Rattler’s Credit Agreement Rattler LLC’s credit agreement, as amended, provides for a revolving credit facility in the maximum credit amount of $600 million, which is expandable to $1.0 billion upon Rattler’s election, subject to obtaining additional lender commitments and satisfaction of customary conditions. As of June 30, 2021, Rattler LLC had $5 million of outstanding borrowings and $595 million available for future borrowings under the Rattler credit agreement. During the three and six months ended June 30, 2021 and 2020, the weighted average interest rate on borrowings under the Rattler credit agreement was 1.36%, 1.39%, 2.43% and 2.64%, respectively. The revolving credit facility will mature on May 28, 2024. As of June 30, 2021, Rattler LLC was in compliance with all financial maintenance covenants under the Rattler credit agreement. |