RATTLER MIDSTREAM LP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2022-08-24: Form 8-K; Period of report 2022-08-24; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; Details 1.02.
- 2022-08-03: Form 8-K; Period of report 2022-08-03; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2022-05-16: Form 8-K; Period of report 2022-05-16; Description 1.01 Entry into a Material Definitive Agreement; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 1.01.
- 2022-05-03: Form 8-K; Period of report 2022-05-03; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2022-08-24 | 8-K | 2022-08-24 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 1.02 In connection with the Merger (defined below), the Credit Agreement, dated as of May 28, 2019, among Rattler Midstream LP, a Delaware limited partnership (“Rattler”), Rattler Midstream Operating LLC, a Delaware limited liability company (“Rattler OpCo”), each of the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent for the lenders, as amended by that certain First Amendment to Credit Agreement and Guaranty and Security Agreement, dated as of October 23, 2019, that certain Second Amendment to Credit Agreement, dated as of November 2, 2020, that certain Third Amendment to Credit Agreement, dated as of December 21, 2021, and that certain Fourth Amendment to Credit Agreement, dated as of June 8, 2022 (as so amended, the “Credit Agreement”), was terminated, all obligations thereunder were repaid and all liens granted to secure such obligations were released. 2.01 On August 24, 2022, pursuant to the terms of the previously disclosed Agreement and Plan of Merger (the “Merger Agreement”) by and among Rattler, Diamondback Energy, Inc., a Delaware corporation (“Diamondback”), Rattler Midstream GP LLC, a Delaware limited liability company and the general partner of Rattler (the “General Partner”), and Bacchus Merger Sub Company, a Delaware corporation and wholly owned subsidiary of Diamondback (“Merger Sub”), Merger Sub merged with and into Rattler (the “Merger”), with Rattler as the surviving entity in the Merger. 2.03 The information set forth under Item 1.02 above is incorporated into this Item 2.03 by reference. 3.01 In connection with the closing of the Merger, Rattler (a) notified The Nasdaq Global Select Market (“Nasdaq”) that the Merger had been consummated and (b) requested that Nasdaq (i) suspend trading of the Common Units prior to market open on August 24, 2022, (ii) withdraw the Common Units from listing on Nasdaq and (iii) file with the SEC a Form 25 notification of Removal from Listing and/or Registration to delist and deregister the Common Units under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 The information set forth under Item 1.02, Item 2.01 and Item 3.01 above and Item 5.03 below is incorporated into this Item 3.03 by reference. 5.02 The information set forth under Item 2.01 above is incorporated into this Item 5.02 by reference. 5.03 On August 24, 2022, in connection with the Merger, (a) Rattler amended and restated its amended and restated agreement of limited partnership and (b) Rattler OpCo amended and restated its amended and restated limited liability company agreement, each to, among other things, outline the rights of its respective unitholders resulting from the Merger. 7.01 On August 24, 2022, Rattler and Diamondback issued a joint press release announcing the closing of the Merger. | d372932d8k.htm |
| 2022-08-03 | 8-K | 2022-08-03 | 2.02 Results of Operations and Financial Condition | 2.02 On August 3, 2022, Rattler Midstream LP, a subsidiary of Diamondback Energy, Inc., issued a press release reporting financial and operating results for the second quarter ended June 30, 2022 and announcing the second quarter 2022 cash distribution. | rtlr-20220803.htm |
| 2022-05-16 | 8-K | 2022-05-16 | 1.01 Entry into a Material Definitive Agreement; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.07 Under the terms of the Partnership Agreement, the approval of the Merger Agreement and the Merger require the affirmative vote or consent of the holders of a “Unit Majority” (as defined in the Partnership Agreement). 8.01 On May 16, 2022, Rattler and Diamondback issued a joint press release announcing their entry into the Merger Agreement. | d360984d8k.htm |
| 2022-05-03 | 8-K | 2022-05-03 | 2.02 Results of Operations and Financial Condition | 2.02 On May 3, 2022, Rattler Midstream LP, a subsidiary of Diamondback Energy, Inc., issued a press release reporting financial and operating results for the first quarter ended March 31, 2022 and announcing the first quarter 2022 cash distribution. | rtlr-20220503.htm |
| 2022-02-23 | 8-K | 2022-02-23 | 2.02 Results of Operations and Financial Condition | 2.02 On February 23, 2022, Rattler Midstream LP, a subsidiary of Diamondback Energy, Inc., issued a press release reporting financial and operating results for the fourth quarter ended December 31, 2021 and announcing the fourth quarter 2021 cash distribution. | rtlr-20220223.htm |
| 2021-12-27 | 8-K | 2021-12-21 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 5.03 On December 22, 2021, Rattler OpCo amended and restated its Second Amended and Restated Limited Liability Company Agreement (as amended and restated, the “Third Restated LLC Agreement”) to, among other things, reflect the admission of Rattler HoldCo as a member of Rattler OpCo following the Contribution and the substitution of Rattler HoldCo as the managing member of Rattler OpCo. 8.01 On December 21, 2021, Rattler, as parent, entered into a third amendment (the “Third Amendment”) to the Credit Agreement, dated as of May 28, 2019, with Rattler OpCo, as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders from time to time party thereto (the “Credit Agreement”) to, among other things, (i) permit the Reorganization, including, without limitation, the formation of Rattler HoldCo and the Contribution and (ii) provide for the addition of Rattler HoldCo as a Guarantor and Restricted Subsidiary (as such terms are defined in the Credit Agreement). | d242121d8k.htm |
| 2021-11-03 | 8-K | 2021-11-03 | 2.02 Results of Operations and Financial Condition | 2.02 On November 3, 2021, Rattler Midstream LP, a subsidiary of Diamondback Energy, Inc., issued a press release reporting financial and operating results and strategic transactions for the third quarter ended September 30, 2021 and announcing the third quarter 2021 cash distribution. | rtlr-20211103.htm |
| 2021-10-21 | 8-K | 2021-10-19 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On October 21, 2021, Rattler issued a press release announcing the Purchase Agreement described in Item 1.01 above. | d350846d8k.htm |
| 2021-10-12 | 8-K | 2021-10-05 | 2.01 Completion of Acquisition or Disposition of Assets; 7.01 Regulation FD Disclosure | 2.01 On October 5, 2021, a wholly owned subsidiary of Rattler Midstream Operating LLC (the “Operating Company”), a consolidated subsidiary of Rattler Midstream LP, and a private affiliate of an investment fund, through their newly formed joint venture entity, Remuda Midstream Holdings LLC (the “Remuda joint venture”), completed their acquisition of an interest in a Midland Basin gas gathering and processing company (the “Target”) from West Texas Gas, Inc. and its affiliates. 7.01 On October 12, 2021, Rattler issued a press release announcing the closing of an acquisition of an interest in the Target. | rtlr-20211005.htm |
| 2021-08-04 | 8-K | 2021-08-04 | 2.02 Results of Operations and Financial Condition | 2.02 On August 4, 2021, Rattler Midstream LP, a subsidiary of Diamondback Energy, Inc., issued a press release reporting financial and operating results for the second quarter ended June 30, 2021 and announcing the second quarter 2021 cash distribution. | rtlr-20210804.htm |
| 2021-05-04 | 8-K | 2021-05-04 | 2.02 Results of Operations and Financial Condition | 2.02 On May 4, 2021, Rattler Midstream LP, a subsidiary of Diamondback Energy, Inc., issued a press release reporting financial and operating results for the first quarter ended March 31, 2021 and announcing the first quarter 2021 cash distribution. | rtlr-20210504.htm |
| 2021-02-24 | 8-K | 2021-02-24 | 2.02 Results of Operations and Financial Condition | 2.02 On February 24, 2021, Rattler Midstream LP, a subsidiary of Diamondback Energy, Inc., issued a press release reporting financial and operating results for the fourth quarter and full year ended December 31, 2020 and announcing the fourth quarter 2020 cash distribution. | rtlr-20210224.htm |
| 2020-11-04 | 8-K | 2020-11-04 | 2.02 Results of Operations and Financial Condition | 2.02 On November 4, 2020, Rattler Midstream LP, a subsidiary of Diamondback Energy, Inc., issued a press release reporting financial and operating results for the third quarter ended September 30, 2020 and announcing the third quarter 2020 cash distribution and implementation of a common unit repurchase program. | rtlr-20201104.htm |
| 2020-08-05 | 8-K | 2020-08-05 | 2.02 Results of Operations and Financial Condition | 2.02 On August 5, 2020, Rattler Midstream LP, a subsidiary of Diamondback Energy, Inc., issued a press release reporting financial and operating results for the second quarter ended June 30, 2020 and the second quarter 2020 cash distribution. | rtlr-20200805.htm |
| 2020-07-14 | 8-K | 2020-07-09 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.03 Material Modification to Rights of Security Holders | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 in this report is incorporated herein by reference into this Item 2.03. 3.03 The information set forth in Item 1.01 above with respect to the Indenture’s limitations on the payment of dividends or other distributions is incorporated herein by reference. | d939793d8k.htm |
| 2020-07-10 | 8-K | 2020-07-09 | 8.01 Other Events | 8.01 On July 9, 2020, Rattler Midstream LP (the “Partnership”) issued a press release announcing that it priced an offering of $500.0 million aggregate principal amount of its 5.625% Senior Notes due 2025 (the “Notes”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act (the “Notes Offering”). | d859560d8k.htm |
| 2020-07-07 | 8-K | 2020-07-07 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 In connection with the Notes Offering (described in Item 8.01 below), Rattler Midstream LP (the “Partnership”) is providing the following preliminary estimated financial information. 8.01 On July 7, 2020, the Partnership issued a press release announcing that it proposes to offer, subject to market conditions and other factors, $500.0 million aggregate principal amount of its Senior Notes due 2025 (the “Notes”). | d42530d8k.htm |
| 2020-05-06 | 8-K | 2020-05-06 | 2.02 Results of Operations and Financial Condition | 2.02 On May 6, 2020, Rattler Midstream LP, a subsidiary of Diamondback Energy, Inc., issued a press release reporting financial and operating results for the first quarter ended March 31, 2020 and the first quarter 2020 cash distribution. | rattler8-kx5x6x20.htm |
| 2020-02-18 | 8-K | 2020-02-18 | 2.02 Results of Operations and Financial Condition | 2.02 On February 18, 2020, Rattler Midstream LP, a subsidiary of Diamondback Energy, Inc., issued a press release reporting financial and operating results for the fourth quarter and full year ended December 31, 2019 and the fourth quarter 2019 cash distribution. | rattler8-kx2x18x20.htm |
| 2020-01-24 | 8-K/A | 2019-11-07 | 9.01 Financial Statements and Exhibits | 9.01 (a) Financial Statements of Business Acquired. | d877002d8ka.htm |
| 2019-11-13 | 8-K | 2019-11-07 | 2.01 Completion of Acquisition or Disposition of Assets; 7.01 Regulation FD Disclosure | 2.01 On November 7, 2019, Rattler Midstream LP (“Rattler”), a subsidiary of Diamondback Energy, Inc. (“Diamondback”), and Oryx Midstream, a portfolio company of Stonepeak Infrastructure Partners (“Oryx”), through their newly-formed joint venture entity (the “Joint Venture”), completed the previously announced acquisition of Reliance Gathering, LLC (“Reliance Gathering”) for approximately $356 million in cash, subject to post-closing purchase price adjustments (the “Acquisition”). 7.01 In accordance with General Instruction B.2 of Form 8-K, the information furnished under Item 7.01 of this Current Report on Form 8-K and the exhibit attached hereto are deemed to be “furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act. | rattler8-kx11x12x19.htm |
| 2019-11-05 | 8-K | 2019-11-05 | 2.02 Results of Operations and Financial Condition | 2.02 On November 5, 2019, Rattler Midstream LP, a subsidiary of Diamondback Energy, Inc., issued a press release reporting financial and operating results for the third quarter ended September 30, 2019. | rattler8-kx11x5x19.htm |
| 2019-10-28 | 8-K | 2019-10-23 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 above is incorporated herein by reference. | rattler8-kx10x28x19.htm |
| 2019-10-03 | 8-K | 2019-10-03 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 In accordance with General Instruction B.2 of Form 8-K, the information furnished under Item 7.01 of this Current Report on Form 8-K and the exhibit attached hereto are deemed to be “furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and exhibits be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act. 8.01 On October 3, 2019, Rattler and Oryx Midstream, a portfolio company of Stonepeak Infrastructure Partners (“Oryx”), announced that OMOG JV LLC, their newly-formed joint venture entity (the “Joint Venture”), had entered into a definitive purchase and sale agreement with Reliance Midstream, LLC and other third-party sellers to acquire 100% of Reliance Gathering, LLC (“Reliance Gathering”) for $355 million in cash, subject to certain adjustments under the purchase and sale agreement (the “Pending Acquisition”). | rattler8-kx10x3x19.htm |
| 2019-08-06 | 8-K | 2019-08-06 | 2.02 Results of Operations and Financial Condition | 2.02 On August 6, 2019, Rattler Midstream LP, a subsidiary of Diamondback Energy, Inc., issued a press release reporting financial and operating results for the second quarter ended June 30, 2019. | rattler8-kx8x6x19.htm |
| 2019-05-29 | 8-K | 2019-05-22 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 2.01 The description of the Equity Contribution Agreement provided in Item 1.01 above is incorporated in this Item 2.01 by reference. 2.03 The description of the Credit Agreement provided in Item 1.01 above is incorporated in this Item 2.03 by reference. 3.02 As described in the introductory note and in connection with, and in contemplation of, the Offering, (i) the Partnership issued 107,815,152 Class B Units to Energen in consideration for $1.0 million, (ii) Rattler LLC issued 38,000,000 Rattler LLC Units to the Partnership in consideration for the contribution of the net proceeds from the Offering and pursuant to the terms of the Equity Contribution Agreement and (iii) Rattler LLC issued 107,815,152 Rattler LLC Units to Energen for the tender by Energen of its existing Rattler LLC membership interests. 3.03 The information set forth in Item 1.01 above with respect to the Credit Agreement’s limitations on the payment of distributions and other restricted payments is incorporated herein by reference. 5.02 On May 28, 2019, in connection with the Offering, Travis D. Stice, Chief Executive Officer and a director of the General Partner, Matthew Kaes Van’t Hof, President and a director of the General Partner, Teresa L. Dick, Chief Financial Officer, Executive Vice President and Assistant Secretary of the General Partner and P. Matt Zmigrosky, Executive Vice President, General Counsel and Secretary of the General Partner, received grants of phantom units under the LTIP, as described in the section of the Prospectus entitled “Executive Compensation and Other Information” and incorporated in this Item 5.02 by reference. 5.03 On May 28, 2019, in connection with the Offering, the Partnership amended and restated its agreement of limited partnership (as amended and restated, the “Partnership Agreement”). | d751257d8k.htm |