Item 1.01. Entry into a Material Definitive Agreement.

Underwriting Agreement



On May 18, 2020, Diamondback Energy, Inc. (the "Company"), entered into an
Underwriting Agreement (the "Underwriting Agreement"), by and among the Company,
Diamondback O&G LLC ("O&G") and J.P. Morgan Securities LLC, Citigroup Global
Markets Inc. and Wells Fargo Securities, LLC as representatives of the several
underwriters named therein (collectively, the "Underwriters"), providing for the
issuance and sale of $500,000,000 aggregate principal amount of the Company's
4.750% Notes due 2025 (the "New Notes"). The price to the public for the New
Notes was 100% of the principal amount. The New Notes have been registered under
the Securities Act of 1933, as amended (the "Act"), pursuant to a registration
statement on Form S-3 (No. 333-234764) which was filed with the Securities and
Exchange Commission (the "SEC") and became automatically effective on November
18, 2019. The terms of the New Notes are further described in the Company's
prospectus supplement dated May 18, 2020, as filed with the SEC under Rule
424(b)(2) of the Act (the "Prospectus"). The closing of the sale of the New
Notes is expected to occur on May 26, 2020, subject to customary closing
conditions.
The New Notes will be the Company's general unsecured senior obligations and
will rank equally in right of payment with all of its existing and future senior
indebtedness, including the Company's outstanding senior notes and its guarantee
of the obligations of O&G, its wholly-owned subsidiary, under its revolving
credit facility with Wells Fargo Bank, National Association, as administrative
agent, and the lenders party thereto (as amended, supplemented or otherwise
modified to the date thereof, the "revolving credit facility"), and senior in
right of payment to all of the Company's future indebtedness that is
subordinated in right of payment to the New Notes. The obligations under the New
Notes will be fully and unconditionally guaranteed on a senior unsecured basis
by O&G.
The net proceeds from the sale of the New Notes, after deducting the
underwriting discounts and estimated offering expenses, are expected to be
approximately $494 million. The Company intends to use the net proceeds from the
sale of the New Notes (i) to make an equity contribution to Energen Corporation,
a wholly-owned subsidiary of the Company ("Energen"), which the Company
anticipates Energen will use to purchase Energen's 4.625% Senior Notes due 2021
(the "4.625% Energen Notes") tendered pursuant to a tender offer by Energen for
all of the outstanding 4.625% Energen Notes (the "Tender Offer") and to pay the
premium therefor and accrued and unpaid interest thereon and fees and expenses
of the Tender Offer, (ii) to repay a portion of the outstanding borrowings under
O&G's revolving credit facility and (iii) for general corporate purposes. The
offering of the New Notes is not contingent on the closing of the Tender Offer.
The Underwriting Agreement includes customary representations, warranties and
covenants by the Company. It also provides for customary indemnification by each
of the Company and the respective Underwriters against certain liabilities
arising out of or in connection with sale of the New Notes and for customary
contribution provisions in respect of those liabilities.
As more fully described under the caption "Underwriting" in the Prospectus, some
of the Underwriters and their affiliates have engaged in, and may in the future
engage in, investment banking and other commercial dealings in the ordinary
course of business with the Company or its affiliates. They have received, or
may in the future receive, customary fees and commissions for these
transactions. Certain of the Underwriters and/or their affiliates serve various
roles under O&G's revolving credit facility and will receive a portion of the
proceeds from the offering of the New Notes. J.P. Morgan Securities, LLC,
Citigroup Global Markets Inc. and Wells Fargo Securities, LLC are also acting as
dealer managers in the Tender Offer. Certain of the Underwriters and/or their
affiliates may be holders of the 4.625% Energen Notes and, to the extent the
4.625% Energen Notes held by them are tendered to Energen in the Tender Offer,
such Underwriters or their affiliates will receive a portion of the proceeds
from the offering of the New Notes.
The foregoing description of the Underwriting Agreement 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.


Item 8.01.  Other Events.

Press Release

On May 18, 2020, the Company issued a press release announcing the pricing of the offering of the New Notes. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated in this Item 8.01 by reference.

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Item 9.01. Financial Statements and Exhibits



Exhibit Number   Description
     1.1           Underwriting Agreement, dated May 18, 2020, among Diamondback
                 Energy, Inc., Diamondback O&G LLC and J.P. Morgan Securities LLC,
                 Citigroup Global Markets Inc. and Wells Fargo Securities, LLC as
                 representatives of the several underwriters named therein.
     99.1          Press Release dated May 18, 2020 entitled "Diamondback Energy
                 Prices Offering of Senior Notes."
     104         Cover Page Interactive Data File (formatted as Inline XBRL).

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