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): October 23, 2019
___________
RATTLER MIDSTREAM LP
(Exact Name of Registrant as Specified in Charter)
| DE | 001-38919 | 83-1404608 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||
| 500 West Texas | ||||
| Suite 1200 | ||||
| Midland, | TX | 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)
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 (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Units | RTLR | 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 1.01. | Entry into a Material Definitive Agreement. |
On October 23, 2019, Rattler Midstream LP (“Rattler”), a subsidiary of Diamondback Energy, Inc., entered into a first amendment (the “First Amendment”) to the Credit Agreement, dated as of May 28, 2019, with Rattler Midstream Operating LLC, as borrower (the “Operating Company”), Wells Fargo Bank, National Association, as the administrative agent, and certain lenders from time to time party thereto (the “Credit Agreement”). The First Amendment, among other things, provides the Operating Company with additional flexibility to make investments in joint ventures and other third parties, including investments in Wink to Webster Pipeline LLC and in OMOG JV LLC, Rattler’s newly formed joint venture with Oryx Midstream. Pursuant to the First Amendment, OMOG JV LLC is designated as an unrestricted subsidiary under the Credit Agreement.
The foregoing description is not complete and is qualified in its entirety by reference to the full text of the First Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 above is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibits
| Number | Exhibit | ||
| 10.1 | |||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | ||
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.
| RATTLER MIDSTREAM LP | ||||
| By: | Rattler Midstream GP LLC, its general partner | |||
| Date: | October 28, 2019 | |||
| By: | /s/ Teresa L. Dick | |||
| Name: | Teresa L. Dick | |||
| Title: | Chief Financial Officer, Executive Vice President and Assistant Secretary | |||