Item 1.01. Entry into a Material Definitive Agreement.
On June 24, 2014, Diamondback Energy, Inc. ("Diamondback Energy") entered into
an Underwriting Agreement (the "Underwriting Agreement") with Gulfport Energy
Corporation and certain entities controlled by Wexford Capital LP, as the
selling stockholders (collectively, the "Selling Stockholders"), and Credit
Suisse Securities (USA) LLC (the "Underwriter"). The Underwriting Agreement
relates to a public offering by the Selling Stockholders of an aggregate of
2,000,000 shares of Diamondback Energy's common stock at a public offering price
of $90.04 per share (less the underwriting discount) (the "Firm Shares
Offering"). The Firm Shares Offering closed on June 27, 2014. Pursuant to the
Underwriting Agreement, the Selling Stockholders granted the Underwriter a
30-day option to purchase up to an aggregate of 300,000 additional shares of
Diamondback Energy's common stock at the public offering price (less the
underwriting discount) (the "Optional Shares Offering" and, together with the
Firm Shares Offering, the "Offering"). Diamondback Energy will not receive any
proceeds from the sale of shares in the Offering. The Underwriting Agreement
contains customary representations, warranties and agreements of Diamondback
Energy and the Selling Stockholders and other customary obligations of the
parties and termination provisions. The Underwriting Agreement also provides for
the indemnification by Diamondback Energy of the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933, as amended
(the "Securities Act").
The Offering was made pursuant to Diamondback Energy's effective automatic shelf
registration statement on Form S-3 (File No. 333-192099), filed with the
Securities and Exchange Commission (the "SEC") on November 5, 2013, and a
prospectus, which consists of a base prospectus, filed with the SEC on November
5, 2013, a preliminary prospectus supplement, filed with the SEC on June 23,
2014, and a final prospectus supplement, filed with the SEC on June 26, 2014.
The Underwriter and its affiliates have from time to time performed, and may in
the future perform, various financial advisory, commercial banking and
investment banking services for Diamondback Energy and its affiliates in the
ordinary course of business for which they have received and would receive
The preceding summary of the Underwriting Agreement is qualified in its entirety
by reference to the full text of such agreement, a copy of which is attached as
Exhibit 10.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
On June 24, 2014, Diamondback Energy issued a press release announcing the
pricing of the Offering. A copy of the press release is attached as Exhibit 99.1
to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
10.1 Underwriting Agreement, dated June 24, 2014, by and among Diamondback
Energy, Inc., Gulfport Energy Corporation, certain entities controlled
by Wexford Capital LP and Credit Suisse Securities (USA) LLC.
99.1 Press release dated June 24, 2014 entitled "Diamondback Energy Announces
Pricing of Secondary Common Stock Offering."