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03 Mar 2026

Latham & Watkins Advises Viper Energy and Diamondback Energy on $798M Secondary Common Stock Offering

"Latham & Watkins advised Viper Energy, Inc. (VNOM) and selling stockholder Diamondback Energy, Inc. on an underwritten secondary public offering of 17,391,304 shares of Viper Class A common stock, generating roughly $798 million of gross proceeds to the selling holders (Viper will not receive proceeds). In connection with the offering, Viper agreed to buy 1,000,000 units of its operating company, VNOM Holding Company LLC, from affiliates of Oaktree at the same per‑share price. The firm’s deal team was led by partners Zach Podolsky, Nick Dhesi and Ryan Lynch, with supporting tax and disclosure counsel."

Latham & Watkins LLP represented Viper Energy, Inc. (VNOM) as issuer and Diamondback Energy, Inc. as a selling stockholder in the transaction. The transaction was an underwritten public secondary offering of 17,391,304 shares of Viper Energy’s Class A common stock sold by Diamondback and certain affiliates of EnCap Investments, L.P. and Oaktree Capital Management, L.P., with gross proceeds of approximately US$798 million (Viper did not receive any proceeds). In connection with the offering, Viper agreed to purchase 1,000,000 units in VNOM Holding Company LLC from affiliates of Oaktree at a price per unit equal to the offering price per share. Lawyers from Latham & Watkins who participated (with seniority and practice area as stated in the release): - Zachary S. Podolsky — New York partner; led the corporate and capital markets deal team (corporate/capital markets). - Nick S. Dhesi — Houston partner; led the corporate and capital markets deal team (corporate/capital markets). - Ryan J. Lynch — Houston partner; led the corporate and capital markets deal team (corporate/capital markets). - Chase Browndorf — associate (corporate/capital markets). - Emily Brown — associate (corporate/capital markets). - Paul Robe — associate (corporate/capital markets). - Luisa Yokubaitis — associate (corporate/capital markets). - Tim Fenn — Houston partner; advised on tax matters (tax). - Bryant Lee — Houston partner; advised on tax matters (tax). - Molly Elkins — associate; advised on tax matters (tax). - William Hackett — Washington, D.C. partner; advised on disclosure and reporting matters (disclosure and reporting).
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