|
Delaware
(State or other jurisdiction of incorporation
or organization) |
| |
46-5001985
(I.R.S. Employer Identification No.)
|
|
|
John Goodgame
Akin Gump Strauss Hauer & Feld LLP 1111 Louisiana Street, 44th Floor Houston, Texas 77002 (713) 220-8144 |
| |
Matthew Pacey
Kirkland & Ellis LLP 609 Main Street Houston, TX 77002 (713) 836-3600 |
|
| Large accelerated filer | | | ☒ | | | Accelerated filer | | | ☐ | |
| Non-accelerated filer | | | ☐ | | | Smaller reporting company | | | ☐ | |
| | | | | | | Emerging Growth Company | | | ☐ | |
| | | | | ii | | | |
| | | | | iii | | | |
| | | | | 1 | | | |
| | | | | 2 | | | |
| | | | | 3 | | | |
| | | | | 4 | | | |
| | | | | 6 | | | |
| | | | | 10 | | | |
| | | | | 13 | | | |
| | | | | 14 | | | |
| | | | | 15 | | | |
| | | | | 15 | | |
| | |
Shares Beneficially Owned
Prior to this Offering(1)) |
| |
Shares Offered in
this Offering |
| |
Shares Beneficially Owned
After this Offering(1) |
| |||||||||||||||||||||
Name of Selling Stockholder
|
| |
Number
|
| |
Percent(2)
|
| |
Number(3)
|
| |
Percent(2)(3)
|
| ||||||||||||||||||
Warwick Royalty and Mineral Master Fund LP(4)
|
| | | | 9,018,760 | | | | | | 10.4% | | | | | | 9,018,760 | | | | | | — | | | | | | —% | | |
|
SEC registration fee
|
| | | $ | 37,539* | | |
|
Legal fees and expenses
|
| | | | 125,000* | | |
|
Accounting fees and expenses
|
| | | | 55,000* | | |
|
Printing expenses
|
| | | | 15,000* | | |
|
Miscellaneous expenses
|
| | | | 50,000* | | |
|
FINRA filing fee
|
| | |
|
(1)
|
| |
|
Total
|
| | | $ | 282,539* | | |
|
Exhibit
Number |
| |
Description
|
| ||||
| | | 23 | .3* | | | | | |
| | | 23 | .4* | | | | | |
| | | 23 | .5* | | | | | |
| | | 24 | .1* | | | | | |
|
107*
|
| | |
|
NAME
|
| |
TITLE
|
|
|
/s/ Travis D. Stice
Travis D. Stice
|
| | Chief Executive Officer (principal executive officer) and Director | |
|
/s/ Kaes Van’t Hof
Kaes Van’t Hof
|
| | Director | |
|
/s/ Teresa L. Dick
Teresa L. Dick
|
| | Chief Financial Officer (principal financial and accounting officer) | |
|
/s/ Steven E. West
Steven E. West
|
| | Director | |
|
/s/ Laurie H. Argo
Laurie H. Argo
|
| | Director | |
|
/s/ Spencer D. Armour, III
Spencer D. Armour, III
|
| | Director | |
|
/s/ Frank C. Hu
Frank C. Hu
|
| | Director | |
|
/s/ W. Wesley Perry
W. Wesley Perry
|
| | Director | |
|
/s/ James L. Rubin
James L. Rubin
|
| | Director | |
Exhibit 5.1
November 13, 2023
Viper Energy, Inc.
500 West Texas, Suite 100
Midland, Texas 79701
Re: Viper Energy, Inc. Registration Statement on Form S-3/ASR
Ladies and Gentlemen:
We have acted as counsel to Viper Energy, Inc., a Delaware corporation (the “Company”), in connection with the registration, pursuant to a registration statement on Form S-3/ASR (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), relating to the offer and sale of up to an aggregate of 9,018,760 shares (the “Shares”) of the Company’s common stock, par value $0.000001 per share (“Common Stock”), by the selling stockholders identified in the Registration Statement. The Shares may be sold or delivered from time to time as set forth in the Registration Statement, any amendment thereto, the prospectus contained therein and any supplements to the prospectus pursuant to Rule 415 under the Act. This opinion is being furnished at the request of the Company and in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.
We have examined originals or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all copies submitted to us as conformed, certified or reproduced copies. We have also assumed (i) the existence and entity power of each party to any document referred to herein other than the Company and (ii) the Shares are uncertificated and upon sale and delivery of any Shares valid book-entry notations for the issuance of the Shares in uncertificated form will have been duly made in the share register of the Company. As to various questions of fact relevant to this letter, we have relied, without independent investigation, upon certificates of public officials and certificates of officers of the Company, all of which we assume to be true, correct and complete.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares have been duly authorized and validly issued and are fully paid and non-assessable.
The opinions and other matters in this letter are qualified in their entirety and subject to the following:
(A) | We express no opinion as to the laws of any jurisdiction other than the Delaware General Corporation Law. |
Viper Energy, Inc.
November 13, 2023
Page 2
(B) | This letter is limited to the matters expressly stated herein and no opinion is to be inferred or implied beyond the opinion expressly set forth herein. We undertake no, and hereby disclaim any, obligation to make any inquiry after the date hereof or to advise you of any changes in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Company or any other person or entity or any other circumstance. |
We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the use of our name in the Prospectus forming a part of the Registration Statement under the caption “Legal Matters.” In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder.
Very truly yours, | |
/s/ Akin Gump Strauss Hauer & Feld LLP | |
AKIN GUMP STRAUSS HAUER & FELD LLP |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our reports dated February 23, 2023 with respect to the consolidated financial statements and internal control over financial reporting of Viper Energy Partners LP (now known as Viper Energy, Inc.) included in the Annual Report on Form 10-K for the year ended December 31, 2022, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement, and to the use of our name as it appears under the caption “Experts.”
/s/ GRANT THORNTON LLP | |
Oklahoma City, Oklahoma | |
November 13, 2023 |
Exhibit 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated November 13, 2023 with respect to the combined financial statements of Royalty Asset Holdings, LP, Royalty Asset Holdings II, LP, and Saxum Asset Holdings, LP included in the current report of Viper Energy, Inc. on Form 8-K/A, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned report in this Registration Statement, and to the use of our name as it appears under the caption “Experts.”
/s/ GRANT THORNTON LLP | |
Oklahoma City, Oklahoma | |
November 13, 2023 |
Exhibit 23.4
CONSENT OF RYDER SCOTT COMPANY, L.P.
We have issued our report dated January 5, 2023 on estimates of proved reserves, future production and income attributable to certain royalty interests of Viper Energy Partners LP (now known as Viper Energy, Inc.) (“Viper”), prepared as of December 31, 2022 (the “Reserve Report”), included in Viper’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”). As independent oil and gas consultants, we hereby consent to (i) the incorporation by reference of the Reserve Report in this Registration Statement on Form S-3ASR (this “Registration Statement”) and (ii) the use in this Registration Statement of the information contained in the Reserve Report and in our prior reserve reports referenced in this Registration Statement or in the Annual Report, which is incorporated by reference in this Registration Statement. We further consent to the reference to our firm under the heading “Experts” in this Registration Statement.
Ryder Scott Company, L.P. | |
/s/ Ryder Scott Company, L.P. | |
RYDER SCOTT COMPANY, L.P. | |
TBPE Firm Registration No. F-1580 |
Houston, Texas
November 13, 2023
Exhibit 23.5
CONSENT OF DEGLOYER AND MACNAUGHTON
We have issued our reports, each dated October 25, 2023, on estimates of proved reserves, future production and income attributable to certain royalty interests acquired by Viper Energy Partners LP (now known as Viper Energy, Inc.) (“Viper”), from Royalty Asset Holdings, LP, Royalty Asset Holdings II, LP and Saxum Asset Holdings, LP, prepared as of December 31, 2022 and December 31, 2021 (the “Reserve Reports”), included as Exhibit 99.4 and 99.5, respectively, in the Current Report on Form 8-K/A of Viper filed on November 13, 2023, which reports are incorporated by reference in this Registration Statement on Form S-3ASR (this “Registration Statement”). As independent petroleum engineers, we hereby consent to (i) the incorporation by reference of the Reserve Reports in this Registration Statement and (ii) the use in this Registration Statement of the information contained in the Reserve Reports. We further consent to the reference to our firm under the heading “Experts” in this Registration Statement.
DeGloyer and MacNaughton | |
/s/ DeGloyer and MacNaughton | |
DEGLOYER AND MACNAUGHTON |
Houston, Texas
November 13, 2023
Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Viper
Energy, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type | Security
Class Title(1) | Fee Calculation or Carry Forward Rule | Amount Registered(2) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price(3) | Fee Rate | Amount
of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial Effective Date | Filing
Fee Previously Paid in Connection with Unsold Securities to be Carried Forward | ||||||||||||||||||
Newly Registered Securities | |||||||||||||||||||||||||||||
Fees to Be Paid | Equity | Class A common stock, par value $0.000001 | Rule 457(c) | 9,018,760 | $ | 28.20 | $ | 254,329,032 | $ | 0.00014760 | $ | 37,538.97 | |||||||||||||||||
Fees Previously Paid | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||||
Carry Forward Securities | |||||||||||||||||||||||||||||
Carry Forward Securities | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||
Total Offering Amounts | $ | 254,329,032 | $ | 0.00014760 | $ | 37,538.97 | |||||||||||||||||||||||
Total Fees Previously Paid | N/A | ||||||||||||||||||||||||||||
Total Fee Offsets | N/A | ||||||||||||||||||||||||||||
Net Fee Due | N/A | $ | 37,538.97 |
(1) | Represents securities registered for resale by the selling stockholders named in the registration statement. |
(2) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of Class A common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. |
(3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act and based upon the average of the high and low prices of the common stock as reported on The Nasdaq Global Select Market on November 6, 2023. |
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