Viper Energy, Inc. (NASDAQ: VNOM) (“Viper”) announced today the
pricing of an underwritten public offering of 10,000,000
shares of its Class A common stock at a price to the public of
$42.50 per share (the “Primary Offering”). Viper’s offering of
10,000,000 shares of Class A common stock represents a 1,500,000
share upsize to the originally proposed 8,500,000 share offering.
The underwriters have a 30-day option to purchase up to an
additional 1,500,000 shares of Class A common stock from Viper
at the public offering price (less the underwriting discount).
Net proceeds to Viper from the sale of the 10,000,000
shares of its Class A common stock, after the underwriting discount
and estimated offering expenses, will be approximately $413.7
million (or $475.9 million, if the underwriters exercise their
option in full).
Viper intends to use the net proceeds from the Primary Offering,
together with cash on hand and borrowings under its revolving
credit facility, to fund a portion of the cash consideration for
its previously announced pending acquisition of certain mineral and
royalty-interest owning subsidiaries of Tumbleweed Royalty IV, LLC
(the “Pending Acquisition”).
The Primary Offering is expected to close on September 13, 2024,
subject to customary closing conditions.
Goldman Sachs & Co. LLC, BofA Securities and Truist
Securities are acting as joint book-running managers for the
Primary Offering. Copies of the written base prospectus and
prospectus supplement for the Primary Offering may be obtained on
the website of the Securities and Exchange Commission,
www.sec.gov or, when available, may be obtained from Goldman
Sachs & Co. LLC, 200 West Street, New York, NY 10282,
Attention: Prospectus Department, by telephone at (866) 471-2526 or
by emailing prospectus-ny@ny.email.gs.com, BofA Securities,
NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001,
Attn: Prospectus Department, or by emailing
dg.prospectus_requests@bofa.com; and Truist Securities, Inc.,
Attention: Equity Capital Markets, 3333 Peachtree Road NE, 9th
Floor, Atlanta, GA 30326, by telephone at (800) 685-4786, or by
emailing truistsecurities.prospectus@truist.com.
The Class A common stock will be issued and sold pursuant to an
effective automatic shelf registration statement on Form S-3ASR
previously filed with the Securities and Exchange Commission (the
“Registration Statement”).
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. The Primary Offering may only be made by
means of a prospectus supplement and related base prospectus.
About Viper Energy, Inc.
Viper is a publicly traded Delaware corporation that owns and
acquires mineral and royalty interests in oil and natural gas
properties primarily in the Permian Basin.
Cautionary Note Regarding Forward-Looking
Statements
The information in this press release includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act
and Section 21E of the Securities Exchange Act of 1934, as amended.
All statements, other than statements of historical fact included
in this press release, regarding the completion of the Primary
Offering, Viper’s strategy, future operations, financial position,
estimated revenues and losses, projected costs, prospects, plans
and objectives of management are forward-looking statements. When
used in this press release, the words “could,” “may,” “believe,”
“anticipate,” “intend,” “estimate,” “expect,” “project,” “goal,”
“plan,” “target” and similar expressions are intended to identify
forward-looking statements, although not all forward-looking
statements contain such identifying words. These forward-looking
statements are based on management’s current expectations and
assumptions about future events and are based on currently
available information as to the outcome and timing of future
events. Be cautioned that these forward-looking statements are
subject to all of the risk and uncertainties, most of which are
difficult to predict and many of which are beyond Viper’s control,
incident to the development, production, gathering and sale of oil
and natural gas. These risks include, but are not limited to,
commodity price volatility, inflation, lack of availability of
drilling and production equipment and services, risks relating to
the Pending Acquisition, including its consummation or the
realization of the anticipated benefits and synergies therefrom.
Actual results could differ materially from those anticipated in
these forward-looking statements as a result of certain factors,
including, but not limited to, those set forth in Viper’s filings
with the SEC, including the prospectus and prospectus supplement
relating to the Primary Offering, the Registration Statement, its
Annual Report on Form 10-K for the fiscal year ended December 31,
2023, under the caption “Risk Factors,” as may be updated from time
to time in Viper’s periodic filings with the SEC. Any
forward-looking statement in this press release speaks only as of
the date of this release. Viper undertakes no obligation to
publicly update or review any forward-looking statement, whether as
a result of new information, future developments or otherwise,
except as may be required by any applicable securities laws.
Investor Contacts:Adam Lawlis+1
432.221.7467alawlis@diamondbackenergy.com
Austen Gilfillian+1
432.221.7420agilfillian@viperenergy.com
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