Diamondback amends merger agreement with Endeavor to revise stockholder voting and transfer restrictions

Diamondback Energy, Inc.

Amendment removes restrictions on Endeavor stockholders transferring shares to activist investors.
Voting obligations for director elections changed from board-recommended to proportional voting with other stockholders (applies if ≥20% ownership).
The amended Stockholders Agreement also includes governance provisions; deal consideration and structure unchanged.
Merger announced Feb 11, 2024; closing subject to stockholder and regulatory approvals.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Diamondback Energy, Inc. amended Merger Agreement Amendment with Endeavor Parent, LLC valued at Amended Merger Agreement to modify Stockholders Agreement, removing certain transfer restrictions an (effective 2024-03-18).

Action: amendment
Agreement: merger
Counterparty: Endeavor Parent, LLC
Value: Amended Merger Agreement to modify Stockholders Agreement, removing certain transfer restrictions an
Effective: 2024-03-18

Exact text from the filing

On March 18, 2024, the Company, Merger Sub I, Merger Sub II, the Company Representative and Endeavor entered into an amendment to the Merger Agreement (the "Merger Agreement Amendment").

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Diamondback Energy, Inc. filing history →

Source: SEC EDGAR

accession 0001140361-24-013891

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