Diamondback Energy Announces Launch of Secondary Common Stock Offering

Rhea-AI Summary

Diamondback Energy (NASDAQ: FANG) has announced the launch of an underwritten public offering of 11,270,000 shares of its common stock by certain Legacy Endeavor Stockholders. The company will not receive any proceeds from this secondary offering. The Selling Stockholders have granted underwriters a 30-day option to purchase up to an additional 1,390,500 shares.

Diamondback has also authorized the purchase of 2,000,000 shares from the underwriters as part of its existing share repurchase program, to be funded from existing cash. Evercore ISI, Citigroup, and J.P. Morgan are acting as joint book-running managers for the offering. The shares will be sold through an effective automatic shelf registration statement on Form S-3.

Positive

• Diamondback Energy is repurchasing 2,000,000 shares, potentially supporting stock price
• The company is using existing cash for the share repurchase, indicating strong liquidity

Negative

• Dilution of existing shareholders due to the sale of 11,270,000 shares by Legacy Endeavor Stockholders
• Potential downward pressure on stock price due to increased supply of shares in the market

Insights

Financial Analyst

The secondary offering of 11,270,000 shares by Legacy Endeavor Stockholders signals a significant shift in Diamondback's ownership structure. While the company won't receive proceeds, its 2,000,000 share repurchase demonstrates confidence in its valuation and commitment to shareholder value. This move could potentially boost earnings per share and support the stock price.

However, the large volume of shares hitting the market might create short-term selling pressure. Investors should monitor how quickly these shares are absorbed and any impact on stock liquidity. The 30-day option for an additional 1,390,500 shares adds another layer of potential dilution to consider.

Overall, this offering reflects a complex balance between existing shareholders' desire for liquidity and Diamondback's strategic capital management.

Market Research Analyst

This secondary offering could be interpreted as a vote of confidence in Diamondback's current valuation by Legacy Endeavor Stockholders, who are likely seeking to capitalize on recent stock performance. The timing suggests they believe the market is favorable for such a large sale.

The involvement of major underwriters like Evercore ISI, Citigroup and J.P. Morgan lends credibility to the offering and may help ensure smooth execution. Their extensive networks could facilitate broader distribution of shares, potentially minimizing market impact.

Investors should pay attention to how this offering affects Diamondback's float and trading volume. An increase in publicly traded shares could enhance liquidity, potentially attracting more institutional investors and index inclusion consideration.

MIDLAND, Texas, Sept. 19, 2024 (GLOBE NEWSWIRE) -- Diamondback Energy, Inc. (NASDAQ: FANG) (“Diamondback”) announced today the launch of an underwritten public offering of 11,270,000 shares of its common stock by certain Legacy Endeavor Stockholders (the “Selling Stockholders”), subject to market and other conditions (the “Secondary Offering”). Diamondback will not receive any proceeds from the sale of the shares by the Selling Stockholders. The Selling Stockholders have also granted the underwriters a 30-day option to purchase up to an additional 1,390,500 shares of common stock.

In addition, Diamondback has authorized the purchase from the underwriters of 2,000,000 shares of common stock offered in the Secondary Offering (the “Share Repurchase”). The Share Repurchase is part of the Diamondback’s existing share repurchase program. Diamondback intends to fund the Share Repurchase from existing cash on hand. The underwriters will not receive any compensation for the shares being repurchased by Diamondback in the Share Repurchase.

Evercore ISI, Citigroup and J.P. Morgan are acting as joint book-running managers for the Secondary Offering.

Copies of the written base prospectus and prospectus supplement for the Secondary Offering, when available, may be obtained from Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, New York 10055, by telephone at (888) 474-0200, or by email at ecm.prospectus@evercore.com; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146); and J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, via email at prospectus-eq_fi@jpmchase.com.

The common stock will be sold pursuant to an effective automatic shelf registration statement on Form S-3 previously filed with the Securities and Exchange Commission.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. The Secondary Offering may only be made by means of a prospectus supplement and related base prospectus.

About Diamondback Energy, Inc.

Diamondback is an independent oil and natural gas company headquartered in Midland, Texas focused on the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves in the Permian Basin in West Texas.

Cautionary Note Regarding Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which involve risks, uncertainties, and assumptions. All statements, other than statements of historical fact, including statements regarding the completion of the Secondary Offering, Diamondback’s future performance; business strategy; future operations (including drilling plans and capital plans); estimates and projections of revenues, losses, costs, expenses, returns, cash flow, and financial position; reserve estimates and its ability to replace or increase reserves; anticipated benefits of strategic transactions (including acquisitions and divestitures); and plans and objectives of management (including plans for future cash flow from operations and for executing environmental strategies) are forward-looking statements. When used in this news release or otherwise by Diamondback, the words “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “model,” “outlook,” “plan,” “positioned,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions (including the negative of such terms) as they relate to Diamondback are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Although Diamondback believes that the expectations and assumptions reflected in its forward-looking statements are reasonable as and when made, they involve risks and uncertainties that are difficult to predict and, in many cases, beyond Diamondback’s control. Accordingly, forward-looking statements are not guarantees of future performance and Diamondback’s actual outcomes could differ materially from what Diamondback has expressed in its forward-looking statements. Information concerning these risks and uncertainties and other factors can be found in Diamondback’s filings with the U.S. Securities and Exchange Commission ("SEC"), including the registration statement, prospectus and prospectus supplement relating to the Secondary Offering and its reports on Forms 10-K, 10-Q and 8-K, each of which can be obtained free of charge on the SEC’s web site at http://www.sec.gov. Diamondback undertakes no obligation to update or revise any forward-looking statement unless required by applicable law.

Investor Contact:
Adam Lawlis
+1 432.221.7467
alawlis@diamondbackenergy.com

FAQ

How many shares of Diamondback Energy (FANG) are being offered in the secondary offering?

11,270,000 shares of Diamondback Energy (FANG) common stock are being offered in the secondary offering, with an additional option for underwriters to purchase up to 1,390,500 shares.

Will Diamondback Energy (FANG) receive any proceeds from the secondary offering?

No, Diamondback Energy (FANG) will not receive any proceeds from the sale of shares by the Selling Stockholders in this secondary offering.

How many shares is Diamondback Energy (FANG) repurchasing as part of this offering?

Diamondback Energy (FANG) has authorized the purchase of 2,000,000 shares from the underwriters as part of its existing share repurchase program.

Who are the joint book-running managers for Diamondback Energy's (FANG) secondary offering?

Evercore ISI, Citigroup, and J.P. Morgan are acting as joint book-running managers for Diamondback Energy's (FANG) secondary offering.