The Midland, Texas-based energy producer Diamondback Energy, Inc. (NASDAQ: FANG) has begun formal cash tender offers seeking to repurchase certain outstanding long-dated debt. The company is offering to buy any and all of the two series of senior notes listed below pursuant to an Offer to Purchase dated April 6, 2026. The announcement explains how the purchase price will be calculated, the treatment of accrued interest, and the procedures for holders who wish to tender or withdraw their notes.
The two targeted instruments are the 4.400% Senior Notes due 2051 (CUSIP: 25278XAQ2; ISIN: US25278XAQ25) with an aggregate principal amount outstanding of $386,412,000, and the 4.250% Senior Notes due 2052 (CUSIP: 25278XAT6; ISIN: US25278XAT63) with an aggregate principal amount outstanding of $605,258,000. The offers are being made on the terms described in the Offer to Purchase and the accompanying Notice of Guaranteed Delivery.
Table of Contents:
How the purchase price is determined
The consideration payable per $1,000 principal amount of notes accepted will be calculated by reference to the yield on a specified U.S. Treasury reference security plus a fixed spread. For both series the reference is the 4.625% UST due November 15, 2055 (Bloomberg reference page: FIT1) and the fixed spread is 80 bps. The calculation will use the bid-side price on the reference page at 2:00 p.m., New York City time, on April 10, 2026, subject to any extension. The price computation may be performed to either the maturity date or the applicable par call date, in line with normal market practice. In addition to the Consideration, holders whose notes are accepted will receive any accrued interest from the last interest payment date to, but excluding, the Settlement Date.
Timetable and key procedural rules
The Offers will expire at 5:00 p.m., New York City time, on April 10, 2026 (the Expiration Date), unless extended or terminated by the company. Holders may withdraw tenders at or prior to the Expiration Date by following the procedures in the Offer to Purchase; after that time tenders generally cannot be withdrawn unless required by applicable law. Tenders submitted after the Expiration Date are not valid unless submitted under the Guaranteed Delivery Procedures described in the Offer to Purchase.
Settlement dates and expected timing
Diamondback expects to accept and purchase all validly tendered and not withdrawn Notes (other than those tendered under guaranteed delivery) on the first business day after the Expiration Date, which is expected to be April 13, 2026, unless extended (the Settlement Date). Notes tendered under the Guaranteed Delivery Procedures, if accepted, are expected to be purchased on the third business day after the Expiration Date, expected to be April 15, 2026, subject to satisfaction or waiver of the offers’ conditions.
Withdrawal rights and extensions
Tenders may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on April 10, 2026 (the Withdrawal Deadline). The company may, in its discretion and subject to applicable law, extend the Expiration Date and may also extend or change the Withdrawal Deadline, but it is not required to reinstate withdrawal rights if it extends the Expiration Date without doing so. The Offers are not conditioned on a minimum principal amount of tenders.
Who is handling the offers and important disclosures
TD Securities, BofA Securities, Citigroup, and Wells Fargo Securities are serving as dealer managers for these offers. Investors with questions can contact the dealer managers at the following numbers: TD Securities at (866) 584-2096 (toll-free) or (212) 827-2842; BofA Securities at (888) 292-0070 (toll-free) or (980) 388-0539; Citigroup at (800) 558-3745 (toll-free) or +1 (212) 723-6106; and Wells Fargo Securities at (866) 309-6316 (toll-free) or (704) 410-4235. D.F. King & Co., Inc. is the tender and information agent and can be reached at (888) 541-9895 (toll-free), collect at (646) 677-2522, or by email at diamondback@dfking.com. Copies of the Offer to Purchase and the Notice of Guaranteed Delivery are available free of charge from D.F. King or at https://www.dfking.com/fang/.
The company notes that neither it nor its advisors are making any recommendation to holders about whether to tender their Notes; holders must decide for themselves and are urged to consult their own investment and tax advisers. If Notes are held through a custodian or nominee, holders should instruct that intermediary if they wish to participate. For additional background, Diamondback’s Offer to Purchase and its SEC filings provide full details of the terms, conditions and risks.
Corporate background and cautionary language
Diamondback Energy, Inc. is an independent oil and natural gas company headquartered in Midland, Texas focused on operations in the Permian Basin. This press release contains forward-looking statements about the offers and other future matters that involve risks and uncertainties. Such statements are not guarantees of future results and are qualified by reference to the risk factors and disclosures in Diamondback’s periodic reports filed with the SEC. The company does not undertake any obligation to update forward-looking statements except as required by law.
For corporate inquiries contact: Adam Lawlis at +1 432.221.7467 or alawlis@diamondbackenergy.com. Holders should review the Offer to Purchase for the complete terms and consult advisors before making tender decisions.