Viper Energy Inc-A美股招股说明书(2025-07-09版)

Viper Energy Partners LLC $$ guaranteed by Viper Energy, Inc. and following the consummation of the pending Sitio Acquisition (as definedherein), by both Viper Energy, Inc. and New Cobra Pubco, Inc. Viper Energy Partners LLC, a Delaware limited liability company (the “Issuer”) is offering $aggregate principal amount of its% senior notesdue(the “notes”) and $aggregate principal amount of its% senior notes due(the “notes,” and togetherwith thenotes, each, a “series of notes,” and individually, as to either series of notes, and collectively, as applicable, the “notes”).Thenotes will bear interest at a rate of% per year and will mature on. Thenotes will bear interest at a rate of% peryear and will mature on. Interest on each series of notes will accrue from, 2025, and will be payable in cash semi-annually onandof each year, beginning, 2026. Each series of notes will be issued in minimum denominations of $2,000 and any integral multiple of$1,000in excess thereof. At its option, the Issuer may redeem all or a part of the notes of either or both series of notes at any time at the redemption prices described under“Description of Notes—Optional Redemption.” On the issue date, each series of notes will be fully and unconditionally guaranteed by Viper Energy, Inc., a Delaware corporation (“Viper Energy”) and,following the consummation of the pending acquisition of Sitio Royalties Corp. (“Sitio” and such acquisition, the “Sitio Acquisition”), as discussed in furtherdetail below in the section entitled “Summary—Recent Developments—Recently Completed and Pending Acquisitions,” each series of notes will be fully andunconditionally guaranteed by both Viper Energy and New Cobra Pubco, Inc. (“New Viper” and together with Viper Energy, the “guarantors” and each a“guarantor”). Each guarantor’s guarantee of each series of notes is referred to as a “guarantee.” In the future, the guarantees may be released or terminated undercertain circumstances. See “Description of Notes—Guarantees.” The notes and the guarantees will be the Issuer’s and each guarantor’s respective senior unsecured obligations and will rank equally in right of paymentwith all of the Issuer’s and each guarantor’s respective existing and future senior indebtedness, including all of the Issuer’s and each guarantor’s obligationsunder the Revolving Credit Facility and (if funded) the New Term Loan Facility (each as defined herein), and senior in right of payment to any of the Issuer’sand each guarantor’s future indebtedness that is expressly subordinated in right of payment to the notes and the guarantees, respectively. The notes and the guarantees will be effectively subordinated to any of the Issuer’s and each guarantor’s existing and future secured indebtedness, if any,to the extent of the value of the collateral securing such indebtedness, and will be structurally subordinated to all of the existing and future indebtedness andother liabilities (including trade payables) of each of the Issuer’s and each guarantor’s respective subsidiaries that is not an obligor on the notes. Investing in the notes involves risks. You should read this prospectus supplement and the accompanying prospectus carefullybefore you invest in the notes. See “Risk Factors” on pageS-9for a discussion of certain risks that you should consider in connectionwith an investment in the notes. The notes will be a new issue of securities with no established trading market. The Issuer does not intend to apply for the listing of the notes on anysecurities exchange. This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but theinformation in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and theaccompanying prospectus are not an offer to sell the securities described herein and are not soliciting an offer to buy such securities in anyjurisdiction where such offer or sale is not permitted.It is expected that delivery of the notes will be made against payment therefor on or about, 2025, which will be thebusiness dayfollowing the date of pricing of the notes (such settlement cycle being referred to as “T+”). Pursuant to Rule15c6-1under 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 expressly agreeotherwise. Accordingly, purchasers who wish to trade the notes on any date prior to the business day before the settlement date will be required to specifyalternative settlement arrangements at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to thebusiness day before the date of delivery should consult their own advisors. It is expected that delivery of the notes will be made in book entry form, through TheDepository Trust Company, or “DTC,” for the account of its partic