VIPER ENERGY PARTNER

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VIPER ENERGY PARTNERS LP : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

10/07/2021 | 04:04pm

Item 1.01. Entry into a Material Definitive Agreement.



The information set forth in Item 2.01 below with respect to the Registration
Rights Agreement, as defined in Item 2.01, is incorporated by reference into
this Item 1.01.



Item 2.01. Completion of Acquisition or Disposition of Assets.



On October 1, 2021 ("Closing"), Viper Energy Partners LP ("Viper") and its
subsidiary Viper Energy Partners LLC ("Viper OpCo" and, together with Viper, the
"Buyer Parties") completed the acquisition (the "Acquisition") of certain
mineral and royalty interests (the "Assets") from Swallowtail Royalties LLC and
Swallowtail Royalties II LLC (collectively, the "Seller") under the previously
reported Purchase and Sale Agreement, dated as of August 6, 2021, by and between
the Buyer Parties and the Seller (the "Purchase and Sale Agreement"). The total
consideration for the Acquisition consisted of 15.25 million common units
representing limited partnership interests in Viper (the "Common Unit
Consideration") and approximately $225 million in cash (the "Cash
Consideration"). As contemplated by the Purchase and Sale Agreement, at Closing,
the Assets acquired by Viper for the Common Unit Consideration were immediately
contributed by Viper to Viper OpCo in exchange for an equivalent number of units
representing limited liability company interests in Viper OpCo. The Cash
Consideration for the Acquisition was funded through a combination of cash on
hand and borrowings under Viper OpCo's revolving credit facility. The
Acquisition has an effective date of August 1, 2021.



As previously reported in Item 1.01 of Viper's Current Report on Form 8-K filed
with the Securities and Exchange Commission (the "SEC") on August 12, 2021 (the
"Initial 8-K"), the Common Unit Consideration (the "Common Units") were issued
in reliance upon the exemption from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"), provided by Section
4(a)(2) of the Securities Act as sales by an issuer not involving any public
offering.



The material terms of the Purchase and Sale Agreement, a description of the
Assets and the material relationships with the Seller and its affiliates were
reported in the Initial 8-K and are incorporated herein by reference.



At Closing, Viper entered into a registration rights agreement with the Seller,
pursuant to which the Seller received certain demand and piggyback registration
rights with respect to the Common Units and Viper agreed to file with the SEC,
within 15 days following Closing, a shelf registration statement registering for
resale the Common Units, cause such shelf registration statement to be declared
effective promptly thereafter and cause the Common Units to be listed on the
Nasdaq Global Select Market (the "Registration Rights Agreement"). As previously
reported in the Initial 8-K, Viper will bear all registration, offering and
listing expenses relating to the Common Units and the exercise by the Seller of
such registration rights, except that the Seller will be obligated to pay all
underwriting fees, discounts and commissions, placement fees of the
underwriters, broker commissions and any transfer taxes and certain fees and
expenses of counsel for the Seller. The foregoing description of the
Registration Rights Agreement is qualified in its entirety by reference to the
Registration Rights Agreement, a copy of which is filed herewith as Exhibit 4.1
and is incorporated herein by reference.



Item 3.02. Unregistered Sales of Equity Securities.



The information set forth in Item 1.01 above with respect to the Common Unit
Consideration was previously reported in the Initial 8-K and is incorporated
herein by reference.



Item 7.01. Regulation FD Disclosure.



On October 1, 2021, Viper issued a press release announcing the closing of the
Acquisition. A copy of the closing press release is attached as Exhibit 99.1 to
this Current Report on Form 8-K.



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Item 9.01. Financial Statements and Exhibits.



To the extent it is required by the SEC, the financial statements and pro forma
financial information with respect to the Acquisition will be included in an
amendment to this Form 8-K by not later than 71 calendar days after the date on
which this Report on Form 8-K must be filed.




(d) Exhibits
Number Description
2.1# Purchase and Sale Agreement, dated August 6, 2021, by and among Swallowtail
Royalties LLC, Swallowtail Royalties II LLC (collectively, as seller), Viper
Energy Partners LLC
(as buyer) and Viper Energy Partners LP (as parent, and
collectively with Viper Energy Partners LLC, as buyer parties) (incorporated by
reference to Exhibit 2.1 to the Current Report On Form 8-K, filed by Viper
Energy Partners LP
with the SEC on August 12, 2021).
4.1* Registration Rights Agreement, dated as of October 1, 2021, by and among
Viper Energy Partners LP, Swallowtail Royalties LLC and Swallowtail Royalties
II LLC
.
99.1** Press release, dated October 1, 2021, entitled "Viper Energy Partners, LP, a
subsidiary of Diamondback Energy, Inc., Announces Closing of Acquisition from
Swallowtail Royalties LLC and Swallowtail Royalties II LLC."
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within
the Inline XBRL document.



* Filed herewith.
** Furnished herewith.
# Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of
Regulation S-K and will be provided to the Securities and Exchange Commission upon
request.




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