UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 18, 2013
DIAMONDBACK ENERGY, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-35700 | 45-4502447 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
| 500 West Texas Suite 1225 Midland, Texas |
79701 | |
| (Address of principal executive offices) | (Zip code) |
(432) 221-7400
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
| Item 7.01. | Regulation FD Disclosure. |
On June 18, 2013, Diamondback Energy, Inc. (the “Company”) issued a press release announcing the launch of a secondary public offering of 5,000,000 shares of its common stock by certain selling stockholders, subject to market and other conditions. The underwriters will have an option to purchase up to an additional 750,000 shares of common stock from the selling stockholders. All of the shares to be sold in the offering will be sold by the selling stockholders. The Company will not receive any proceeds from the sale of shares in 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 | |
| 99.1 | Press release dated June 18, 2013 announcing the launch of a secondary public offering of common stock. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| DIAMONDBACK ENERGY, INC. | ||||||
| Date: June 18, 2013 | By: | /s/ Teresa L. Dick | ||||
| Teresa L. Dick Senior Vice President and Chief Financial Officer | ||||||
Exhibit Index
| Number |
Exhibit | |
| 99.1 | Press release dated June 18, 2013 announcing the launch of a secondary public offering of common stock. | |
Exhibit 99.1
DIAMONDBACK ENERGY LAUNCHES SECONDARY COMMON STOCK OFFERING
Midland, TX (June 17, 2013) – Diamondback Energy, Inc. (NASDAQ: FANG) (“Diamondback Energy”) announced today the launch of an underwritten public offering of 5,000,000 shares of its common stock by certain selling stockholders, subject to market and other conditions. The underwriters will have an option to purchase up to an additional 750,000 shares of common stock from the selling stockholders. The shares to be sold in the offering will be sold by certain entities controlled by Wexford Capital LP and by Gulfport Energy Corporation (NASDAQ: GPOR) (“Gulfport Energy”). The Wexford entities intend to sell 3,373,516 shares and Gulfport intends to sell 1,626,484 shares. All of the net proceeds will go to the selling stockholders.
Credit Suisse Securities (USA) LLC is acting as sole book-running manager for the offering. When available, copies of the written prospectus for the offering may be obtained from Credit Suisse Securities (USA) LLC, Prospectus Department (1-800-221-1037), at One Madison Avenue, New York, New York 10010.
A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. A copy of the registration statement can be accessed through the website of the Securities and Exchange Commission at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This offering may only be made by means of a prospectus.
About Diamondback Energy, Inc.
Diamondback Energy is an independent oil and natural gas company focused on the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves in the Permian Basin in West Texas. Diamondback Energy’s activities are primarily focused on the Wolfcamp, Clearfork, Spraberry, Cline, Strawn and Atoka formations.
Forward Looking Statements
This news release contains forward-looking statements within the meaning of the federal securities laws. All statements, other than historical facts, that address activities that Diamondback Energy assumes, plans, expects, believes, intends or anticipates (and other similar expressions) will, should or may occur in the future are forward-looking statements. The
forward-looking statements are based on management’s current beliefs, based on currently available information, as to the outcome and timing of future events. These forward-looking statements involve certain risks and uncertainties that could cause the results to differ materially from those expected by the management of Diamondback Energy. Information concerning these risks and other factors can be found in Diamondback Energy’s filings with the Securities and Exchange Commission, including its Forms 10-K, 10-Q and 8-K, which can be obtained free of charge on the Securities and Exchange Commission’s web site at http://www.sec.gov. Diamondback Energy undertakes no obligation to update or revise any forward-looking statement.
# # #
Investor Contact:
Adam Lawlis
+1 432.221.7467
alawlis@diamondbackenergy.com