Diamondback Energy, Inc. (NasdaqGS:FANG) entered into a definitive agreement to acquire remaining 26.13% stake in Rattler Midstream LP (NasdaqGS:RTLR) from Cardinal Capital Management, L.L.C., ClearBridge Investments, LLC, Capital World Investors and Macquarie Group Limited (ASX:MQG) for approximately $580 million on May 15, 2022. The agreement provides for an all-stock transaction whereby each public unitholder of Rattler would receive 0.113 of common stock in Diamondback in exchange for each Rattler common unit owned. Diamondback and its Subsidiaries, taken together, are the beneficial owners of 107,815,152 Class B Units and the General Partner Interest. Post deal completion, common Units shall cease to be publicly traded following the deal, shall be delisted from Nasdaq and shall be deregistered under the Exchange Act. Common Stock shall continue to trade on Nasdaq under the symbol “FANG.”

The transaction is subject to Registration Statement shall have become effective under the Securities Act, Stock Exchange Listing and customary closing conditions. The Conflicts Committee of the board of directors of Rattler's general partner, composed of independent directors, unanimously approved the merger agreement. The merger agreement was subsequently unanimously approved by the board of directors of Rattler's general partner. Diamondback E&P LLC, a wholly owned subsidiary of Diamondback and the holder of a majority of the outstanding units of Rattler, has voted its units to approve the transaction. The board of directors of Diamondback unanimously approved the merger agreement. The buy side and sell side termination fee is $3.5 million. The transaction is expected to close in the third quarter of 2022.

J.P. Morgan Securities LLC acted as financial advisor and John Goodgame, Lisa Hearn, Leana Garipova, Alison Chen, Alan Laves and Katie Dinett of Akin Gump Strauss Hauer & Feld LLP acted as legal advisor to Diamondback. Evercore acted as financial advisor with a service fee of $1.5 million, fairness opinion provider with a service fee of $1.5 million and due diligence provider and Hillary H. Holmes and Tull Florey of Gibson, Dunn & Crutcher LLP acted as legal advisors and due diligence provider to the Conflicts Committee of the board of directors of Rattler's general partner. Computershare Trust Company, National Association acted as transfer agent to Diamondback. David C. Buck of Sidley Austin LLP acted as legal advisor to Evercore Partners, which acts as financial advisor to the Conflicts Committee of Rattler Midstream.