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VIPER ENERGY PARTNERS LP FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

June 23, 2014

Item 1.01. Entry Into a Material Definitive Agreement.

Underwriting Agreement

On June 17, 2014, Viper Energy Partners LP (the "Partnership") entered into an Underwriting Agreement (the "Underwriting Agreement"), by and among the Partnership, Viper Energy Partners GP LLC (the "General Partner"), Viper Energy Partners LLC ("OpCo") and Diamondback Energy, Inc. (the "Sponsor," and together with the Partnership, the General Partner and OpCo, the "Partnership Parties") and Barclays Capital Inc., Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the "Underwriters"), providing for the offer and sale by the Partnership (the "Offering") and purchase by the Underwriters, of 5,000,000 common units representing limited partner interests in the Partnership (the "Firm Units") at a price to the public of $26.00 per common unit. Pursuant to the Underwriting Agreement, the Partnership also granted the Underwriters an option for a period of 30 days to purchase up to an additional 750,000 common units (the "Option Units," and together with the Firm Units, the "Offered Units") to cover over-allotments on the same terms, which was exercised in full on June 19, 2014.

The material terms of the Offering are described in the prospectus, dated June 17, 2014 (the "Prospectus"), filed by the Partnership with the United States Securities and Exchange Commission (the "Commission") pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act"). The Offering is registered with the Commission pursuant to a Registration Statement on Form S-1, as amended (File No. 333-195769) (the "Registration Statement").

The Underwriting Agreement contains customary representations, warranties and agreements of the Partnership Parties, and customary conditions to closing, obligations of the parties and termination provisions. The Partnership Parties have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act.

The Offering of the Offered Units closed on June 23, 2014. At closing, the Partnership received proceeds from the Offering of the Offered Units (net of the underwriting discount and after deducting the structuring fee and certain offering expenses) of approximately $137.5 million. The Partnership used the net proceeds from the sale of the common units to make a distribution to the Sponsor. Affiliates of certain of the underwriters are lenders under the Sponsor's revolving credit facility. The Sponsor may, but is not required to, apply the distribution that it receives from the Partnership to repay amounts outstanding under its revolving credit facility. Affiliates of certain of the underwriters may indirectly receive a portion of the proceeds from the Offering in the form of repayment of debt by the Sponsor.

As more fully described under the caption "Underwriting" in the Prospectus, the underwriters and certain of their affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The underwriters and certain of their affiliates have, from time to time, performed, and may in the future perform, various commercial and investment banking and financial advisory services for the Partnership and its affiliates, for which they received or may in the future receive customary fees and expenses.

The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

Contribution Agreement

The description of the Contribution Agreement provided below under Item 2.01 (and as defined therein) is incorporated in this Item 1.01 by reference. A copy of the Contribution Agreement is attached as Exhibit 10.1 to the Registration Statement and is incorporated in this Item 1.01 by reference.

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Long-Term Incentive Plan

On June 17, 2014, in connection with the Offering, the Board of Directors of the General Partner (the "Board") adopted a Long Term Incentive Plan (the "Plan"), effective June 17, 2014, for employees, officers, consultants and directors of the General Partner and any of its affiliates, including the Sponsor, who perform services for the Partnership. The purpose of the Plan is to provide a means to attract and retain individuals who are essential to our growth and profitability and to encourage them to devote their best efforts to advancing our business by affording such individuals a means to acquire and maintain . . .

Item 2.01. Completion of Acquisition or Disposition of Assets.

Contribution Agreement

In connection with the closing of the Offering and pursuant to the Contribution Agreement entered into by and among the Partnership, the General Partner, OpCo and Sponsor on June 17, 2014 (the "Contribution Agreement"), the Sponsor transferred a subordinated note from OpCo and its ownership interest in OpCo to OpCo and the Partnership, respectively, in exchange for the Sponsor Units (as defined below).

As of the closing of the Offering, the Sponsor owns 70,450,000 common units (the "Sponsor Units"), representing an approximate 92% limited partner interest in the Partnership. The Sponsor also owns and controls the General Partner, which holds a non-economic general partner interest in the Partnership.

The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Contribution Agreement, which is filed as Exhibit 10.1 to the Registration Statement and is incorporated in this Item 2.01 by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The description in Item 2.01 above of the issuances by the Partnership of securities in connection with the consummation of the transactions contemplated by the Contribution Agreement is incorporated herein by reference. The foregoing transactions were undertaken in reliance upon the exemption from the registration requirements in Section 4(2) of the Securities Act. The Partnership believes that exemptions other than the foregoing exemption may exist for these transactions.

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Directors



On June 18, 2014, in connection with the day the Partnership's common units first traded on the NASDAQ Global Select Market, W. Wesley Perry, Michael L. Hollis and James L. Rubin were appointed to the Board. Mr. Perry was also appointed to serve as a member of the audit committee.

Long-Term Incentive Plan

The description of the Plan provided above under Item 1.01 is incorporated in this Item 5.02 by reference.

Unit Option Agreements

The description of the Unit Option Agreements provided above under Item 1.01 is incorporated in this Item 5.02 by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal

Year.



First Amended and Restated Agreement of Limited Partnership of Viper Energy Partners LP

On June 23, 2014, in connection with the closing of the Offering, the Partnership amended and restated its agreement of limited partnership (as amended, the "Partnership Agreement"). A description of the Partnership Agreement is contained in the sections of the Prospectus entitled "How We Make Distributions" and "The Partnership Agreement" and is incorporated in this Item 5.03 by reference.

The foregoing description and the description contained in the Prospectus are not complete and are qualified in their entirety by reference to the full text of the Partnership Agreement, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated in this Item 5.03 by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibits. Exhibit Number Description 1.1 Underwriting Agreement, dated as of June 17, 2014, by and among Viper Energy Partners LP, Viper Energy Partners GP LLC, Viper Energy Partners LLC, Diamondback Energy, Inc. and several underwriters named therein. 3.1 First Amended and Restated Agreement of Limited Partnership of Viper Energy Partners LP, dated June 23, 2014, by and among Viper Energy Partners GP LLC and Diamondback Energy, Inc. 4.1 Registration Rights Agreement, dated June 23, 2014, by and between Viper Energy Partners LP and Diamondback Energy, Inc. 10.1 Contribution Agreement, dated June 17, 2014, by and among Viper Energy Partners LLC, Viper Energy Partners GP LLC, Viper Energy Partners LP and Diamondback Energy, Inc. 10.2 Viper Energy Partners LP Long Term Incentive Plan. 10.3 Advisory Services Agreement, dated June 23, 2014, by and among Viper Energy Partners LP, Viper Energy Partners GP LLC and Wexford Capital LP. 10.4 Form of Indemnification Agreement. 10.5 Tax Sharing Agreement, dated June 23, 2014, by and between Viper Energy Partners LP and Diamondback Energy, Inc. 10.6 Form of Unit Option Agreement. 4



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Source: Edgar Glimpses


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