8-K filed September 10, 2024, 7:59 PM ET ticker FANG CIK 0001539838

M&A confidence high sentiment positive materiality 0.90

Diamondback Energy, Inc. (FANG): M&A transaction — Diamondback closes Endeavor merger; $7.1B cash + 117.3M shares, board expanded to 12

Diamondback Energy, Inc.

Acquisition closed Sept 10; Diamondback paid ~$7.1B cash and ~117.3M common shares to acquire 100% of Endeavor.
Endeavor stockholders received ~39.7% of Diamondback's outstanding shares post-close, governed by Stockholders Agreement filed.
Board expanded to 12 directors with appointments of Lance Robertson (former Endeavor CEO), Charles Meloy, and Robert K. Reeves.
Charter amended to double authorized common shares from 400M to 800M, approved by stockholders on April 26, 2024.
HSR waiting period expired Sept 9; stockholder litigation over stockholder agreement provisions settled for $495K mootness fee.

item 1.01 item 2.01 item 3.02 item 3.03 item 5.03 item 5.02 item 7.01 item 8.01 item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Appointed

Lance Robertson

Director

FANG · Diamondback Energy, Inc.

Effective: 2024-09-10
Filed: September 10, 2024, 7:59 PM ET

Pursuant to the Merger Agreement and Stockholders Agreement, the Company and the former members of Endeavor who received Company Common Stock in the Acquisition mutually agreed to cause each of Lance Robertson, Charles Meloy and Robert K. Reeves to be appointed to the board of directors of the Company (the “ Board ”).

Appointed

Robert K. Reeves

Director

FANG · Diamondback Energy, Inc.

Effective: 2024-09-10
Filed: September 10, 2024, 7:59 PM ET

Pursuant to the Merger Agreement and Stockholders Agreement, the Company and the former members of Endeavor who received Company Common Stock in the Acquisition mutually agreed to cause each of Lance Robertson, Charles Meloy and Robert K. Reeves to be appointed to the board of directors of the Company (the “ Board ”).

Appointed

Charles Meloy

Director

FANG · Diamondback Energy, Inc.

Effective: 2024-09-10
Filed: September 10, 2024, 7:59 PM ET

Pursuant to the Merger Agreement and Stockholders Agreement, the Company and the former members of Endeavor who received Company Common Stock in the Acquisition mutually agreed to cause each of Lance Robertson, Charles Meloy and Robert K. Reeves to be appointed to the board of directors of the Company (the “ Board ”).

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Lance Robertson was appointed as Director at Diamondback Energy, Inc..

Action: appointed
Role: Director

Exact text from the filing

Pursuant to the Merger Agreement and Stockholders Agreement, the Company and the former members of Endeavor who received Company Common Stock in the Acquisition mutually agreed to cause each of Lance Robertson, Charles Meloy and Robert K. Reeves to be appointed to the board of directors of the Company (the “ Board ”).

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Robert K. Reeves was appointed as Director at Diamondback Energy, Inc..

Action: appointed
Role: Director

Exact text from the filing

Pursuant to the Merger Agreement and Stockholders Agreement, the Company and the former members of Endeavor who received Company Common Stock in the Acquisition mutually agreed to cause each of Lance Robertson, Charles Meloy and Robert K. Reeves to be appointed to the board of directors of the Company (the “ Board ”).

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Charles Meloy was appointed as Director at Diamondback Energy, Inc..

Action: appointed
Role: Director

Exact text from the filing

Pursuant to the Merger Agreement and Stockholders Agreement, the Company and the former members of Endeavor who received Company Common Stock in the Acquisition mutually agreed to cause each of Lance Robertson, Charles Meloy and Robert K. Reeves to be appointed to the board of directors of the Company (the “ Board ”).

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Diamondback Energy, Inc. completed an acquisition involving Endeavor Parent, LLC for cash consideration of approximately $7.1 billion and approximately 117.3 million shares of Company Common Stock (closed 2024-09-10).

Action: acquisition
Counterparty: Endeavor Parent, LLC
Consideration: cash consideration of approximately $7.1 billion and approximately 117.3 million shares of Company Common Stock
Closing: 2024-09-10

Exact text from the filing

On the Closing Date, the Acquisition was completed and the Company acquired 100% of the Endeavor Interests from the Endeavor Stockholders in exchange for, in the aggregate, (i) cash consideration of approximately $7.1 billion (which is subject to certain customary post-closing adjustment under the terms of the Merger Agreement) and (ii) approximately 117.3 million shares of Company Common Stock.

View on SEC.gov

31 m&a transactions filed in the last 30 days. Browse all m&a transactions →

Diamondback Energy, Inc. filing history →

Source: SEC EDGAR

accession 0001140361-24-040726

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