VNOM Sub, Inc.: M&A transaction — Viper closes $459M cash-plus-stock acquisition of Tumbleweed Royalty IV mineral interests

VNOM Sub, Inc.

Total consideration: ~$459M cash, ~10.1M OpCo units, and option for same number of Class B shares.
Contingent cash payment up to $41M in Q1 2026 based on average 2025 WTI crude price.
Cash funded from on-hand cash, OpCo credit facility, and proceeds from August 2024 Class A stock offering.
Acquisition closed Oct 1, 2024; TWR IV added as member of OpCo under Third Amended LLC Agreement.
Diamondback Energy (FANG) is Viper's parent; Intrepid Partners acted as financial advisor.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

VNOM Sub, Inc.: Adopted Third Amended and Restated Limited Liability Company Agreement to include TWR IV as a member (effective 2024-10-01).

Change: bylaw amendment
Effective: 2024-10-01

Exact text from the filing

On October 1, 2024, Viper, it its capacity as the sole managing member of OpCo, approved and adopted the Third Amended and Restated Limited Liability Company Agreement of OpCo (the “Third OpCo LLC Agreement”). The Third OpCo LLC Agreement was adopted to, among other things, include TWR IV as a member of OpCo.

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

VNOM Sub, Inc. completed an acquisition involving Tumbleweed Royalty IV, LLC and TWR IV SellCo Parent, LLC for $459.0 million in cash, plus 10,093,670 OpCo Units and an option for 10,093,670 shares of Class B Common Stock (closed 2024-10-01).

Action: acquisition
Counterparty: Tumbleweed Royalty IV, LLC and TWR IV SellCo Parent, LLC
Consideration: $459.0 million in cash, plus 10,093,670 OpCo Units and an option for 10,093,670 shares of Class B Common Stock
Closing: 2024-10-01

Exact text from the filing

with the Securities and Exchange Commission (the “SEC”) on September 11, 2024 (the “Initial 8-K”). The total consideration for the Acquisition consisted of (i) approximately $459.0 million in cash, (ii) the issuance of an aggregate of 10,093,670 units representing limited liability company interests in OpCo (the “OpCo Units”) to TWR IV and (iii) an option granted

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Source: SEC EDGAR

accession 0001602065-24-000076

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