Item 1.01. Entry into a Material Definitive Agreement.



On August 6, 2021, Viper Energy Partners LP ("Viper") and its subsidiary Viper
Energy Partners LLC ("Viper OpCo") entered into a definitive purchase and sale
agreement (the "Purchase and Sale Agreement") with Swallowtail Royalties LLC and
Swallowtail Royalties II LLC (collectively, the "Swallowtail Entities" or the
"Seller"), providing for an acquisition by Viper and Viper OpCo of certain
mineral and royalty interests from the Seller in exchange for 15.25 million
common units representing limited partnership interests in Viper (the "Common
Unit Consideration") and $225 million in cash (the "Cash Consideration"),
subject to customary purchase price adjustments (the "Pending Acquisition"). The
Purchase and Sale Agreement provides that at closing of the Pending Acquisition
("Closing"), a portion of the assets to be acquired by Viper for the Common Unit
Consideration will be immediately contributed by Viper to Viper OpCo in exchange
for an equivalent number of units representing limited liability company
interests in Viper OpCo. The Pending Acquisition will have an effective date of
August 1, 2021 and is expected to close by early fourth quarter of 2021, subject
to the completion of due diligence and the satisfaction of customary closing
conditions, including the expiration or termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Cash
Consideration is expected to be funded through a combination of cash on hand and
borrowings under Viper OpCo's revolving credit facility.

The assets being acquired in the Pending Acquisition represent 2,302 net royalty
acres primarily in the Northern Midland Basin, approximately 65% of which are
operated by Viper's parent Diamondback Energy, Inc. ("Diamondback"). The
Swallowtail Entities are controlled by The Blackstone Group Inc. ("Blackstone"),
which beneficially owns approximately 5.9% of Diamondback's outstanding common
stock. Diamondback acquired approximately 32,500 net acres in the Northern
Midland Basin and certain related oil and gas assets from Guidon Operating LLC
("Guidon") and certain other Blackstone affiliates in exchange for 10.68 million
shares of Diamondback's common stock and $375 million in cash in February 2021.

Assuming no adjustments to the Common Unit Consideration, at Closing, the Seller
would receive 15.25 million common units representing the Common Unit
Consideration (the "Common Units"), which will be 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.

As a condition to Closing, Viper will be obligated to enter into a registration
rights agreement with the Seller, pursuant to which the Seller will receive
certain demand and piggyback registration rights with respect to the Common
Units and Viper will file with the Securities and Exchange Commission, 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. 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 Purchase and Sale Agreement contains customary representation and warranties, covenants and indemnification provisions of the parties.



The preceding summary of the Purchase and Sale Agreement is qualified in its
entirety by reference to the full text of the Purchase and Sale Agreement, a
copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K 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 is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On August 9, 2021, Viper issued a press release announcing the Pending Acquisition. A copy of the press release for the Pending Acquisition 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.



(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).
   99.1**             Press release dated August     9    , 2021, entitled 

" Viper Energy Partners,


                    LP, a subsidiary of Diamondback Energy, Inc., Announces 

Midland Basin


                    Acquisition    ."
     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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