| Item 1.01. |
Entry into a Material Definitive Agreement. |
Base Indenture and First Supplemental Indenture
On July 23, 2025, Viper Energy, Inc. (“Viper Energy”) and Viper Energy Partners LLC (the “Issuer”) completed their previously announced underwritten public offering (the “Notes Offering”) of $500,000,000 in aggregate principal amount of the Issuer’s 4.900% Senior Notes due 2030 (the “2030 Notes”) and $1,100,000,000 in aggregate principal amount of the Issuer’s 5.700% Senior Notes due 2035 (the “2035 Notes”, together with the 2030 Notes, the “Notes”). Each series of Notes will be fully and unconditionally guaranteed by (i) Viper Energy and (ii) following the consummation of Viper Energy’s previously announced acquisition of Sitio Royalties Corp. (the “Sitio Acquisition”), each of Viper Energy and New Cobra Pubco, Inc., a Delaware corporation (“New Viper”, together with Viper Energy, the “Guarantors”).
The Notes have been registered under the Securities Act of 1933, as amended (the “Act”), pursuant to a registration statement on Form S-3 (No. 333-288574), filed with the U.S. Securities and Exchange Commission (the “SEC”) and automatically effective on July 9, 2025 (the “Shelf Registration Statement”). The terms of the Notes are further described in Viper Energy’s prospectus supplement dated July 9, 2025, as filed with the SEC under Rule 424(b)(2) of the Act on July 11, 2025 (the “Prospectus”).
On July 23, 2025, the Notes were issued pursuant to the Indenture (the “Base Indenture”), dated as of July 23, 2025, between the Issuer and Computershare Trust Company, National Association (the “Trustee”), as trustee, as supplemented by the First Supplemental Indenture, dated as of July 23, 2025 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Issuer, as the issuer, Viper Energy, as guarantor, and the Trustee, setting forth specific terms applicable to the Notes.
The Notes and the Guarantors’ guarantees thereof are the Issuer’s and each Guarantor’s respective senior unsecured obligations and rank equally in right of payment with all of the Issuer’s and each Guarantor’s respective existing and future senior indebtedness, including all of the Issuer’s and each Guarantor’s obligations under the Revolving Credit Facility (as defined below) and under the Term Loan Credit Agreement (as defined below), and senior in right of payment to any of the Issuer’s and each Guarantor’s future indebtedness that is expressly subordinated in right of payment to the Notes and the Guarantors’ guarantees thereof, respectively.
The Issuer may optionally redeem the 2030 Notes in whole or in part at any time prior to July 1, 2030 and the 2035 Notes in whole or in part at any time prior to May 1, 2035 (each date, the “Par Call Date” in respect of the applicable series of Notes) at a redemption price calculated in a manner set forth in the Indenture. On or after the applicable Par Call Date in respect of a series of Notes, the Issuer may redeem the Notes of such series of Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.
The Indenture contains customary terms and covenants, including limitations on the ability of the Parent Guarantor (as defined in the Indenture) and its restricted subsidiaries to incur liens securing funded debt, the Issuer’s and each Guarantor’s ability to consolidate, merge with or into or sell, convey, transfer or lease all or substantially all of its properties and assets to any person.
Term Loan Credit Agreement
On July 23, 2025, Viper Energy, as guarantor, and the Issuer, as borrower, entered into a Term Loan Credit Agreement with the lenders named therein and Goldman Sachs Bank USA as administrative agent (the “Term Loan Credit Agreement”). The Term Loan Credit Agreement provides the Issuer with the ability to borrow up to $500 million on an unsecured basis. Following the consummation of the Sitio Acquisition, New Viper will also fully and unconditionally guarantee the obligations under the Term Loan Credit Agreement.
The availability of the loans under the Term Loan Credit Agreement, which have not yet been funded, is subject to the satisfaction (or waiver) of customary conditions set forth therein, including the closing of the Sitio Acquisition. The loans under the Term Loan Credit Agreement will be made in a single borrowing on the date such conditions are satisfied and will mature and be payable in full on the second anniversary thereof (or, if the Applicable Margin Election (as defined in the Term Loan Credit Agreement) is made, the second anniversary of the Sitio Initial Outside Date (as defined in the Term Loan Credit Agreement)).
