UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 27, 2021
VIPER ENERGY PARTNERS LP
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-36505 | 46-5001985 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
500 West Texas Suite 1200 Midland, Texas | 79701 | |||
| (Address of principal executive offices) | (Zip code) |
(432) 221-7400
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange on which registered | ||
| Common Units | VNOM | The Nasdaq Stock Market LLC (NASDAQ Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 27, 2021, Viper Energy Partners LP (“Viper”), as the managing member of Viper Energy Partners LLC (the “Operating Company”), entered into the Second Amendment to the Second Amended and Restated Limited Liability Company Agreement of the Operating Company (the “Second Amendment”) to shorten the remaining period of special allocations to Diamondback Energy, Inc. of the Operating Company’s income and gains over losses and deductions (but before depletion) by one year, so that the special allocation period will end on December 31, 2022, rather than on December 31, 2023. The Second Amendment was approved by the Board of Directors of the general partner of Viper.
The foregoing description of the Second Amendment is not complete and is subject to and qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit | Description | |
| 3.1* | Second Amendment to the Second Amended and Restated Limited Liability Company Agreement of Viper Energy Partners LLC, dated as of December 27, 2021. | |
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL document). | |
| * | Filed herewith. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| VIPER ENERGY PARTNERS LP | ||||
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| By: | Viper Energy Partners GP LLC, its general partner | |||
| Date: December 28, 2021 |
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| By: | /s/ Teresa L. Dick | |||
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| Name: | Teresa L. Dick | |||
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| Title: | Chief Financial Officer, Executive Vice President and Assistant Secretary | |||