As filed with the Securities and Exchange Commission on June 18, 2013
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Diamondback Energy, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 1311 | 45-4502447 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
500 West Texas
Suite 1225
Midland, Texas 79701
(432) 221-7400
(Address, including zip code and telephone number, including area code, of registrants principal executive offices)
Teresa Dick
Chief Financial Officer
Diamondback Energy, Inc.
14301 Caliber Drive
Suite 300
Oklahoma City, Oklahoma 73134
(405) 463-6900
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copies to:
Seth R. Molay, P.C. Akin Gump Strauss Hauer & Feld LLP 1700 Pacific Avenue, Suite 4100 Dallas, TX 75201 (214) 969-4780 |
J. Michael Chambers Keith Benson Latham & Watkins LLP 811 Main Street, Suite 3700 Houston, TX 77002 (713) 546-7416 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the Securities Act), check the following box. ¨
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x File No. 333-189176
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Each Class of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price Per Unit(2) |
Proposed Maximum Offering Price(2) |
Amount of Registration Fee(3) | ||||
Common Stock, par value $0.01 per share |
1,119,222 | $34.75 | $38,892,965 | $5,305 | ||||
| ||||||||
|
(1) | Includes shares of common stock that may be sold to cover the exercise of an option to purchase additional shares granted to the underwriters. |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) promulgated under the Securities Act of 1933, as amended. |
(3) | In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the related registration statement on Form S-1 (File No. 333-189176), as amended (the Initial Registration Statement), is hereby registered. The registrant previously registered securities with a proposed aggregate offering price of $194,465,000 on the Initial Registration Statement for which a filing fee of $26,525 was previously paid. |
This registration statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This registration statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the Securities Act), and includes the registration statement facing page, this page, the signature page, an exhibit index, an opinion of Akin Gump Strauss Hauer & Feld LLP regarding the validity of the securities being registered and a related consent, the consents of Grant Thornton LLP, the consent of Pinnacle Energy Services, LLC and the consent of Ryder Scott Company, L.P. This registration statement relates to our registration statement on Form S-1 (File No. 333-189176), as amended, including the exhibits and powers of attorney thereto (the Initial Registration Statement), initially filed by Diamondback Energy, Inc. on June 7, 2013 and declared effective by the Securities and Exchange Commission (the Commission) on June 18, 2013. We are filing this registration statement for the sole purpose of increasing the aggregate number of shares of common stock offered by us by 1,119,222 shares, 119,222 of which are subject to purchase upon exercise of the underwriters option to purchase additional shares. Pursuant to Rule 462(b) under the Securities Act, the contents of the Initial Registration Statement, including the powers of attorney thereto, are incorporated by reference into this registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Midland, State of Texas, on June 18, 2013.
DIAMONDBACK ENERGY, INC. | ||
By: | /s/ Travis D. Stice | |
Travis D. Stice | ||
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on June 18, 2013.
Signature |
Title |
|||
/s/ Travis D. Stice |
Chief Executive Officer (Principal Executive | |||
Travis D. Stice | Officer) and Director | |||
/s/ Teresa L. Dick |
Chief Financial Officer (Principal Financial and | |||
Teresa L. Dick | Accounting Officer) | |||
* |
Director | |||
Steven E. West | ||||
* |
Director | |||
Michael P. Cross | ||||
* |
Director | |||
David L. Houston | ||||
* |
Director | |||
Mark L. Plaumann |
* By: | /s/ Travis D. Stice | |
Travis D. Stice | ||
Attorney-in-Fact |
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EXHIBIT INDEX
All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (File No. 333-189176), as amended, are incorporated by reference into, and shall be deemed part of, this registration statement. In addition, the following exhibits are filed herewith:
Exhibit |
Number Description | |
5.1 | Opinion of Akin Gump Strauss Hauer & Feld LLP. | |
23.1 | Consent of Grant Thornton LLP. | |
23.2 | Consent of Grant Thornton LLP. | |
23.3 | Consent of Pinnacle Energy Services, LLC. | |
23.4 | Consent of Ryder Scott Company. | |
23.5 | Consent of Akin Gump Strauss Hauer & Feld LLP (included in Exhibit 5.1). | |
24.1 | Power of Attorney (included on the signature page to the Registrants Registration Statement on Form S-1 (File No. 333-189176) filed with the Commission on June 7, 2013). |
E-1