Filed Pursuant to Rule 433
Registration No. 333-268495
March 6, 2025
PRICING TERM SHEET
$1,200,000,000 5.550% Senior Notes due 2035
The information in this pricing term sheet supplements the registration statement and the preliminary prospectus supplement and supersedes the information in the registration statement and the preliminary prospectus
supplement to the extent inconsistent with the information in those documents. Terms used herein but not defined herein shall have the respective meanings as set forth in the preliminary prospectus supplement.
| Issuer: |
Diamondback Energy, Inc.
|
| Securities: |
5.550% Senior Notes due 2035 (the “Notes”)
|
| Trade Date: |
March 6, 2025
|
| Settlement Date: |
March 20, 2025 (T+10)
|
It is expected that delivery of the Notes will be made against payment therefor on or about March 20, 2025, which is the tenth business day following the Trade Date (such
settlement cycle being referred to as “T+10”). Pursuant to Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade
expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to the business day before the Settlement Date will be required to specify alternative settlement arrangements at the time of any such trade to prevent a
failed settlement.
| Anticipated Ratings:* |
Moody’s: Baa2 (Stable)
|
S&P: BBB (Stable)
Fitch: BBB+ (Stable)
| Principal Amount: |
$1,200,000,000
|
| Maturity Date: |
April 1, 2035
|
| Benchmark Treasury: |
UST 4.625%, due February 15, 2035
|
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
| Benchmark Treasury Price/Yield: |
102-25 / 4.278%
|
| Spread to Benchmark Treasury: |
+128 bps
|
| Yield to Maturity: |
5.558%
|
| Price to Public: |
99.937% of principal amount, plus accrued interest, if any from March 20, 2025
|
| Interest Payment Dates: |
April 1 and October 1, commencing October 1, 2025
|
| Record Dates: |
March 15 and September 15
|
| Optional Redemption: |
At any time prior to January 1, 2035, make whole call as set forth in the preliminary prospectus supplement (treasury rate plus 20 basis points), plus accrued interest to, but not including, the redemption date. At any time on or
after January 1, 2035, at 100% of the principal amount plus accrued interest to the redemption date.
|
| CUSIP/ISIN: |
25278X BC2 / US25278XBC20
|
| Joint Book-Running Managers: |
BofA Securities, Inc.
|
Barclays Capital Inc.
PNC Capital Markets LLC
TD Securities (USA) LLC
| Passive Book-Runners: |
Capital One Securities, Inc.
|
Scotia Capital (USA) Inc.
Truist Securities, Inc.
Wells Fargo Securities, LLC
| Senior Co-Managers: |
Citigroup Global Markets Inc.
|
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
Mizuho Securities USA LLC
Morgan Stanley & Co. LLC
RBC Capital Markets, LLC
U.S. Bancorp Investments, Inc.
BOK Financial Securities, Inc.
Comerica Securities, Inc.
***
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the
prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at
www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BofA Securities, Inc. toll-free at 1-800-294-1322, Barclays Capital Inc. toll free at 1-888-603-5847, PNC Capital Markets LLC toll free at 1-855-881-0697 or TD Securities (USA) LLC toll free at 1-855-495-9846.
