VIPER ENERGY PARTNERS LP

12 Months Ended

Dec. 31, 2020

Viper is a publicly traded Delaware limited partnership, the common units of which are listed on the Nasdaq Global Select Market under the symbol “VNOM”. Viper was formed by Diamondback to, among other things, own, acquire and exploit oil and natural gas properties in the Permian Basin in North America.

During the years ended December 31, 2020, 2019, and 2018, Diamondback received distributions of $62 million, $133 million and $155 million, respectively, in respect of its interests in Viper and Viper LLC.

Viper completed the following equity offerings during the years ended December 31, 2019 and 2018:


Date	Number of Units of Common Units Sold	Number of Units of Common Units Issued to Underwriters	Proceeds Received by Viper		Amount Repaid on Viper LLC’s Credit Facility
			(in millions)
July 2018	10,080,000	1,080,000	$	303	$	362
March 2019	10,925,000	1,425,000	$	341	$	314

There were no equity offerings during the year ended December 31, 2020.

The Company’s ownership percentage in Viper is reflected as a non-controlling interest in the consolidated financial statements of Viper. The Company’s ownership percentage in Viper changes as a result of Viper’s public offerings, issuance of units for acquisitions, issuance of unit-based compensation, repurchases of common units and distribution equivalent rights paid on its units. These changes in ownership percentage and the disproportionate allocation of net income to the Company under Viper’s partnership agreement for a set period of time following Viper’s tax status change result in the difference between the Company’s share of the underlying net book value in Viper before and after the respective Partnership common unit transactions. See Note 12—Capital Stock and Earnings Per Share for further details.

Recapitalization, Tax Status Election and Related Transactions by Viper

In March 2018, the Board of Directors of Viper’s General Partner unanimously approved a change of Viper’s federal income tax status from that of a pass-through partnership to that of a taxable entity via a “check the box” election. In connection with making this election, on May 9, 2018 Viper (i) amended and restated its First Amended and Restated Partnership Agreement, (ii) amended and restated the First Amended and Restated Limited Liability Company Agreement of the Operating Company, (iii) amended and restated its existing registration rights agreement with the Company and (iv) entered into an exchange agreement with the Company, the General Partner and the Operating Company. Simultaneously with the effectiveness of these agreements, the Company delivered and assigned to Viper 73,150,000 common units the Company owned in exchange for (i) 73,150,000 of Viper’s newly-issued Class B units and (ii) 73,150,000 newly-issued units of the Operating Company pursuant to the terms of a Recapitalization Agreement dated March 28, 2018, as amended as of May 9, 2018 (the “Recapitalization Agreement”). Immediately following that exchange, Viper continued to be the managing member of the Operating Company, with sole control of its operations. The Operating Company units and Viper’s Class B units owned by the Company are exchangeable from time to time for Viper’s common units (that is, one Operating Company unit and one Partnership Class B unit, together, will be exchangeable for one Partnership common unit).

On May 10, 2018, in connection with the change in Viper’s income tax status becoming effective, the Company, among other things, exchanged 731,500 Class B units and 731,500 units in the Operating Company for 731,500 common units of Viper. After the effectiveness of the tax status election and the completion of related transactions, Viper’s minerals business continues to be conducted through the Operating Company, which continues to be taxed as a partnership for federal and state income tax purposes. The Company is party to a partnership agreement and tax sharing agreement with Viper which govern the reimbursement of various expenses and state, local and other taxes, respectively. No significant transactions occurred under these agreements during the years ended December 31, 2020, 2019 and 2018.

Implementation of Viper’s Common Unit Repurchase Program

On November 6, 2020, the board of directors of Viper’s general partner approved an expansion of Viper’s return of capital program with the implementation of a common unit repurchase program to acquire up to $100 million of Viper’s outstanding common units through December 31, 2021. During the year ended December 31, 2020, Viper repurchased approximately $24 million of its common units under its repurchase program. As of December 31, 2020, $76 million remained available for use to repurchase Viper’s common units under its common unit repurchase program.

Viper LLC’s Revolving Credit Facility

Viper has entered into a secured revolving credit facility with Wells Fargo Bank, National Association, (“Wells Fargo”) as administrative agent sole book runner and lead arranger. See Note 11—Debt for a description of this credit facility.

RATTLER MIDSTREAM LP

Rattler is a publicly traded Delaware limited partnership, the common units of which are listed on the Nasdaq Global Select Market under the symbol “RTLR”. Rattler was formed by Diamondback in July 2018 to own, operate, develop and acquire midstream infrastructure assets in the Midland and Delaware Basins of the Permian Basin. Rattler Midstream GP LLC (“Rattler’s General Partner”), a wholly owned subsidiary of Diamondback, serves as the general partner of Rattler. As of December 31, 2020, Diamondback owned approximately 72% of Rattler’s total units outstanding.

Prior to the completion of Rattler’s initial public offering (the “Rattler Offering”) in May of 2019, Diamondback owned all of the general and limited partner interests in Rattler. The Rattler Offering consisted of 43,700,000 common units representing approximately 29% of the limited partner interests in Rattler at a price to the public of $17.50 per common unit. Rattler received net proceeds of approximately $720 million from the sale of these common units, after deducting offering expenses and underwriting discounts and commissions.

In connection with the completion of the Rattler Offering, Rattler (i) issued 107,815,152 Class B Units representing an aggregate 71% voting limited partner interest in Rattler in exchange for a $1 million cash contribution from Diamondback, (ii) issued a general partner interest in Rattler to Rattler’s General Partner, in exchange for a $1 million cash contribution from Rattler’s General Partner and (iii) caused Rattler LLC to make a distribution of approximately $727 million to Diamondback.

The Company is party to a partnership agreement, services and secondment agreement and tax sharing agreement with Rattler which govern the reimbursement of various expenses and state, local and other taxes, respectively. No significant transactions occurred under these agreements during the years ended December 31, 2020, 2019 and 2018.

Implementation of Rattler’s Common Unit Repurchase Program

On October 29, 2020, the board of directors of Rattler’s general partner approved a common unit repurchase program to acquire up to $100 million of Rattler’s outstanding common units through December 31, 2021. During the year ended December 31, 2020, Rattler repurchased approximately $15 million of its common units under its repurchase program. As of December 31, 2020, $85 million remained available for use to repurchase common units under Rattler’s common unit repurchase program.

Rattler LLC’s Revolving Credit Facility

Rattler LLC has entered into a secured revolving credit facility with Wells Fargo, as administrative agent, sole book runner and lead arranger. See Note 11—Debt for a description of this credit facility.