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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