Diamondback Energy Inc美股招股说明书(2025-03-10版)

5.550% Senior Notes due 2035 Diamondback Energy, Inc., a Delaware Corporation (the “Company,” “Issuer,” “our,” “we,” or “us”) is offering $1,200,000,000 aggregate principalamount of its 5.550% senior notes due 2035 (the “notes”). The notes will bear interest at a rate of 5.550% per year and will mature on April1, 2035. Interest on the notes will accrue from March20, 2025, andwill be payable in cash semi-annually on April1 and October1 of each year, beginning October1, 2025. The notes will be issued in minimumdenominations of $2,000 and any integral multiple of $1,000in excess of $2,000. At our option, we may redeem all or a part of the notes at any time at the redemption prices described under “Description of Notes—OptionalRedemption.” The notes will be guaranteed by Diamondback E&P LLC (such entity during the period (and only during such period) that the subsidiary guaranteeis in effect as to the notes, the “Subsidiary Guarantor” and the Subsidiary Guarantor’s guarantee of the notes, the “subsidiary guarantee”), and thesubsidiary guarantee will be “full and unconditional,” as that term is used in Regulation S-X, Rule3-10(b)(3). In the future, the subsidiary guarantee maybe released or terminated under certain circumstances. See “Description of Notes—Subsidiary Guarantee.” The notes and the subsidiary guarantee will be our and the Subsidiary Guarantor’s respective senior unsecured obligations and will rank equally inright of payment with all of our and the Subsidiary Guarantor’s respective existing and future senior indebtedness, including our outstanding senior notes,and the Subsidiary Guarantor’s guarantees thereof and all of the Subsidiary Guarantor’s obligations under its revolving credit facility, term loan facilityand (if obtained and funded) proposed term loan facility (as defined below) and our guarantees thereof, and senior in right of payment to any of our andthe Subsidiary Guarantor’s future indebtedness that is expressly subordinated in right of payment to the notes and the subsidiary guarantee, respectively. The notes and the subsidiary guarantee will be effectively subordinated to any of our and the Subsidiary Guarantor’s existing and future securedindebtedness, if any, to the extent of the value of the collateral securing such indebtedness, and will be structurally subordinated to all of the existing andfuture indebtedness and other liabilities (including trade payables) of each of our subsidiaries that is not a guarantor of the notes. Investing in the notes involves risks. You should read this prospectus supplement and the accompanying prospectus carefully before youinvest in the notes. See “Risk Factors” on page S-7for a discussion of certain risks that you should consider in connection with an investment inthe notes. (1)Plus accrued interest, if any, from March 20, 2025. (2)We refer you to the section entitled “Underwriting” for additional information regarding underwriting compensation. It is expected that delivery of the notes will be made against payment therefor on or about March20, 2025, which will be the tenth business dayfollowing the date of pricing of the notes (such settlement cycle being referred to as “T+10”). Pursuant to Rule15c6-1 under the Securities Exchange Actof 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expresslyagree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to the business day before the settlement date will be required tospecify alternative settlement arrangements at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notesprior to the business day before the date of delivery should consult their own advisors. It is expected that delivery of the notes will be made in book entryform, through The Depository Trust Company, or “DTC,” for the account of its participants, including Clearstream Banking, société anonyme andEuroclear Bank SA/NV. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement or the accompanying prospectus to which it relates is truthful or complete. Any representation to thecontrary is a criminal offense. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiiCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-ivSUMMARYS-1RISK FACTORSS-7USE OF PROCEEDSS-11CAPITALIZATIONS-12DESCRIPTION OF NOTESS-13BOOK-ENTRY, DELIVERY AND FORMS-26CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCESS-30UNDERWRITINGS-34LEGAL MATTERSS-40EXPERTSS-40INFORMATION INCORPORATED BY REFERENCES-41 About This ProspectusiiCautionary NoteRegarding Forward-Looking StatementsiiiOur Company1Subsidiary Guarantors1Risk Factors2Use of Proceeds3Description of Debt Securities4Description of Capital Stock18Plan of Distribution21Where You Can Find More