Viper Energy Inc-A美股招股说明书(2025-07-11版)

Viper Energy, Inc. andfollowing the consummation of the pending Sitio Acquisition (as defined herein), by both Viper Energy, Inc. and New Cobra Pubco, Inc. Viper Energy Partners LLC, a Delaware limited liability company (the “Issuer”) is offering $500,000,000 aggregate principal amount of its 4.900% senior notes due 2030 (the “2030notes”) and $1,100,000,000 aggregate principal amount of its 5.700% senior notes due 2035 (the “2035 notes,” and together with the 2030 notes, each, a “series of notes,” and individually, as The 2030 notes will bear interest at a rate of 4.900% per year and will mature on August1, 2030. The 2035 notes will bear interest at a rate of 5.700% per year and will mature onAugust 1, 2035. Interest on each series of notes will accrue from July23, 2025, and will be payable in cash semi-annually on February1 and August 1 of each year, beginning February1, 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 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 consummationof the pending acquisition of Sitio Royalties Corp. (“Sitio” and such acquisition, the “Sitio Acquisition”), as discussed in further detail below in the section entitled “Summary—RecentDevelopments—Recently Completed and Pending Acquisitions,” each series of notes will be fully and unconditionally guaranteed by both Viper Energy and New Cobra Pubco, Inc. (“NewViper” 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 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 ofthe collateral securing such indebtedness, and will be structurally subordinated to all of the existing and future indebtedness and other liabilities (including trade payables) of each of theIssuer’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 carefully before you invest in thenotes. See “Risk Factors” on pageS-9for a discussion of certain risks that you should consider in connection with an investment in the notes.PublicUnderwritingProceeds,beforeexpenses, to the 99.902%99.636% (1)Plus accrued interest, if any, from July23 , 2025.(2)Refer to the section entitled “Underwriting” for additional information regarding underwriting compensation.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 any securities exchange.It is expected that delivery of the notes will be made against payment therefor on or about July23, 2025, which will be the tenth business day following the date of pricing of the notes(such settlement cycle being referred to as “T+10”). Pursuant to Rule15c6-1under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to prior 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 entry form, through The Depository TrustCompany, or “DTC,” for the account of its participants, including Clearstream Banking, société anonyme and Euroclear Bank SA/NV.Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectussupplement or the accompanying prospectus to which it relates is truthful or complete. Any representation to the contrary is a criminal offense. GoldmanSachs&Co.LLCBarclaysBofASecuritiesWellsFargoSecuritiesJoint BookrunnersPNCCapitalMarketsLLCScotiabankTDSecuritiesTruistSecurities UNDERWRITINGLEGAL MATTERS INFORMATION INCORPORATED BY REFERENCEProspectus ABOUT THIS PROSPECTUSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS accompanying prospectus, the information incorporated by reference herein and therein, and any free writing prospectus that we authorize to bedistributed to you before buying any of the notes being offered under this prospectus supplement. This prospectus supplement may supplement, update or change information contained in the accompanying prospectus. To the extent that anystatement that we make or other information in this prospectus supplement is inconsistent with statements made or other information in theaccompanying prospectus or any documents incorporated by reference therein, the statements made or o