8-K
filed November 13, 2023, 6:59 PM ET
CIK 0001602065
other material
confidence high
sentiment neutral
materiality 0.55
VNOM Sub, Inc.: Nasdaq/NYSE listing notice — Viper Energy completes conversion from LP to corporation; shares continue as VNOM on Nasdaq
VNOM Sub, Inc.
- Effective Nov 13, 2023, Viper Energy Partners LP converted to Viper Energy, Inc., a Delaware corporation.
- Each outstanding LP common unit became one share of Class A common stock; Class B units became Class B common stock.
- Diamondback retains right to designate up to three directors and approve officer appointments while owning ≥25% of common stock.
- Existing directors and officers of the general partner now serve as directors and officers of the corporation.
Key facts
Extracted from this filing and checked against the source text.
Listing & Compliance Notices
SEC 8-K Item 3.01
confidence 0.9
VNOM Sub, Inc. received a nasdaq delisting notice notice regarding other.
- Exchange
- nasdaq
- Notice
- delisting notice
Exact text from the filing
notified the Nasdaq Stock Market LLC (“Nasdaq”) that the Certificate of Conversion (the “Certificate of Conversion”) had been filed with the Secretary of State of the State of Delaware to be effective at the Effective Time. At the Effective Time, (i) each Partnership common unit issued and outstanding immediately prior to the Effective Time was converted into one issued and outstanding, fully paid and nonassessable share of Class A common stock, $0.000001 par value per share, of the Corporation (“Class A Common Stock”), (ii) each Partnership Class B unit issued and outstanding immediately prio
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
VNOM Sub, Inc.: The Certificate of Incorporation became effective upon conversion from a partnership to a corporation, detailing stockholder rights, including voting rights and Diamondback director designation rights (effective 2023-11-02).
- Change
- charter amendment
- Effective
- 2023-11-02
Exact text from the filing
On November 2, 2023, to implement the Conversion, the General Partner filed with the Secretary of the State of Delaware, in its capacity as the Partnership's general partner, the Certificate of Corporation and, in its capacity as the sole incorporator of the Corporation, the Certificate of Incorporation.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
VNOM Sub, Inc.: The Bylaws of the Corporation became effective at the Effective Time upon conversion (effective 2023-11-02).
- Change
- bylaw amendment
- Effective
- 2023-11-02
Exact text from the filing
At the Effective Time, the Partnership converted to the Corporation pursuant to a Plan of Conversion (the “Plan of Conversion”), and the Certificate of Incorporation and the Bylaws of the Corporation became effective.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
VNOM Sub, Inc. entered into Services Agreement with Diamondback E&P LLC (effective 2023-11-02).
- Action
- entry
- Counterparty
- Diamondback E&P LLC
- Effective
- 2023-11-02
Exact text from the filing
the Partnership and Viper Energy Partners GP LLC, the general partner of the Partnership prior to the Conversion (the “General Partner”), entered into a Services and Secondment Agreement with Diamondback E&P LLC (“Diamondback E&P”)
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
VNOM Sub, Inc. entered into Amended and Restated Exchange Agreement with Diamondback (effective 2023-11-10).
- Action
- entry
- Counterparty
- Diamondback
- Effective
- 2023-11-10
Exact text from the filing
ntered into a Services and Secondment Agreement with Diamondback E&P LLC (“Diamondback E&P”), a wholly owned subsidiary of Diamondback Energy, Inc.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
VNOM Sub, Inc. entered into Amended and Restated Tax Sharing Agreement with Diamondback (effective 2023-11-10).
- Action
- entry
- Counterparty
- Diamondback
- Effective
- 2023-11-10
Exact text from the filing
the Partnership and Diamondback entered into an Amended and Restated Tax Sharing Agreement (the “Tax Sharing Agreement”)
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
VNOM Sub, Inc. entered into Amended and Restated Registration Rights Agreement with Diamondback (effective 2023-11-10).
- Action
- entry
- Counterparty
- Diamondback
- Effective
- 2023-11-10
Exact text from the filing
ntered into a Services and Secondment Agreement with Diamondback E&P LLC (“Diamondback E&P”), a wholly owned subsidiary of Diamondback Energy, Inc.
View on SEC.gov
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