Diamondback Energy, Inc. entered into a definitive merger agreement to acquire Endeavor Energy Resources, LP from Endeavor Manager, LLC, The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), Wellington Management Company LLP, State Street Corporation (NYSE:STT) and others for $26 billion on February 11, 2024. Diamondback and Endeavor will merge in a transaction valued at approximately $26 billion, inclusive of Endeavor?s net debt. The transaction consideration will consist of approximately 117.3 million shares of Diamondback common stock and $8 billion of cash, subject to customary adjustments. The cash portion of the consideration is expected to be funded through a combination of cash on hand, borrowings under Diamondback?s credit facility and/or proceeds from term loans and senior notes offerings. Citi committed to provide a $8 billion senior unsecured bridge facility to finance the transaction. On February 29, 2024, Diamondback entered into the takeout facility and pursuant to the terms of the Bridge Commitment Letter, the commitments with respect to the bridge facility were reduced to $6.5 billion and certain other financing institutions joined. Diamondback has received commitments for the extension of a senior unsecured term loan in an aggregate principal amount not to exceed $1.5 billion, consisting of a 1 year, $1 billion tranche and a 2 year, $500 million tranche. As result of the transaction, Diamondback?s existing stockholders are expected to own approximately 60.5% of the combined company and Endeavor?s equity holders are expected to own approximately 39.5% of the combined company. The combination will create a premier Permian independent operator. The combined company will continue to be headquartered in Midland, Texas. At closing, Diamondback will enter into a stockholders agreement with the former equity holders of Endeavor. Under that agreement the former Endeavor equity holders will be subject to certain standstill, voting and transfer restrictions and will be provided with certain director nominations rights and customary registration rights with respect to the shares of Diamondback common stock issued to them as transaction consideration. In case of termination of transaction under certain circumstances, Diamondback would be required to pay $1.4 billion termination fee to Endeavor. Upon closing, Diamondback?s Board of Directors will expand to 13 members and Charles Meloy and Lance Robertson, together with two other individuals mutually agreed upon by Diamondback and Endeavor, will be added to the Board of Directors.

The deal is subject to the satisfaction of customary closing conditions, including termination or expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the authorization for listing on the Nasdaq stock exchange of the shares of Diamondback Common Stock to be issued as Common Stock Consideration, in the case of Endeavor, the receipt of an opinion of tax counsel that the Merger will qualify as a ?reorganization? within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and approval of the transaction by Diamondback?s stockholders. The transaction is not subject to a financing contingency. The transaction was unanimously approved by the Board of Directors of Diamondback and has all necessary Endeavor approvals. Board of Managers of the Managing Member the Managing Member and at least a majority of Endeavor Holders have authorized, approved and adopted the transaction. As of April 29, 2024, the transaction has been approved by the shareholders of Diamondback Energy. Diamondback currently anticipates that the Merger will be completed in the fourth quarter of 2024.

Jefferies LLC is serving as lead financial advisor and fairness opinion provider to Diamondback and Citi is serving as M&A and Capital Markets advisor to Diamondback. Citi is the sole provider of committed bridge financing, as well as leading the term loan issuances and senior notes offerings. Zachary S. Podolsky and Steven R. Green of Wachtell, Lipton, Rosen & Katz are acting as legal advisor to Diamondback. J.P. Morgan Securities LLC is acting as exclusive financial advisor to Endeavor, Goldman Sachs & Co. LLC provided corporate advisory services and Krishna Veeraraghavan, Benjamin Goodchild, Alexia Yang, Kyle Seifried, Caith Kushner, Christodoulos Kaoutzanis, Manuel Frey, Aaron Schlaphoff, John Kennedy, Todd Hahn, Patricia Vaz de Almeida, Brian Krause, Anne McGinnis, Jeffrey Samuels, Andrea Wahlquist Brown, Jean McLoughlin, Alan Halperin, Zoey Orol, Scott Sher, Joshua Soven, Andre Bouchard, Geoffrey Chepiga and Jonathan Ashtor of Paul, Weiss, Rifkind, Wharton & Garrison LLP and Doug McWilliams, Bryan Loocke, Jackson O'Maley, Megan Menniti, David D?Alessandro, Patricia Adams, Regina Ibarra, Alex Bluebond, Matt Dobbins and Damien Lyster of Vinson & Elkins LLP are acting as legal advisors to Endeavor. Diamondback has agreed to pay Jefferies a transaction fee of $30 million, of which $3 million was payable upon delivery of Jefferies' opinion, and the remainder of which is payable upon the closing of the merger contemplated by the merger agreement. Ann Beth Stebbins of Skadden, Arps, Slate, Meagher & Flom LLP represented Jefferies LLC as financial advisor to Diamondback Energy, Inc.