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 customary compensation.
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.
(d) Exhibits. Number Exhibit 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." 2
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