Diamondback Energy, Inc. (NasdaqGS:FANG) entered into an agreement to acquire QEP Resources, Inc. (NYSE:QEP) from Glazer Capital, LLC, THRC Holdings, LP and others for approximately $580 million on December 20, 2020. Pursuant to the terms, Diamondback will issue 0.05 per share for each share of QEP. Each restricted common stock of QEP will receive restricted shares of Diamondback at an exchange ratio of 0.05. Each performance share unit of QEP will receive time based restricted shares of Diamondback at an exchange ratio of 0.05. Each notional share of QEP (other than “deferred shares” granted to QEP employees) will become 100% vested and be converted into a number of notional shares of Diamondback as per the exchange ratio. Outstanding options will be automatically cancelled without payment or other consideration. Diamondback will acquire QEP, including its cash and subject to its debt which will remain outstanding. In a related transaction, Diamondback entered into a definitive purchase agreement to acquire all leasehold interests and related assets of Guidon Operating LLC. Upon closing the transaction and excluding the impact of shares to be issued in the acquisition of assets from Guidon, Diamondback stockholders will own approximately 92.8% of the combined company, and QEP stockholders will own approximately 7.2%. Upon closing, QEP will become a wholly owned subsidiary of Diamondback. In case of termination, QEP will pay a termination fee of $17 million. Post-completion, QEP will be delisted.

Upon closing, Diamondback's Board of Directors and executive team will remain unchanged and continue to be headquartered in Midland, Texas. The completion of the merger is subject to satisfaction or waiver of certain customary mutual closing conditions, including regulatory approvals, the receipt of the required approvals from QEP's stockholders, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the effectiveness of the registration statement on Form S-4 and the authorization for listing of consideration shares on NASDAQ. The transaction is unanimously approved by the Board of Directors of QEP and Diamondback. Board of Directors of QEP recommended shareholders to approve the transaction. A special meeting of stockholders of QEP will be held on March 16, 2021. As of March 9, 2021, Glazer Capital LLC issued an open to the shareholders of QEP detailing its rationale for rejecting the proposed transaction in the upcoming special meeting of QEP stockholders. As of March 11, 2021, Institutional Shareholder Services (ISS) has reaffirmed its previous recommendation of support for the proposed acquisition. As of March 15, 2021, THRC Holdings, LP expressed support for the transaction. The transaction was approved at the special meeting of the stockholders of QEP Resources held on March 16, 2021. The transaction is expected to be completed in the first quarter or early in the second quarter of 2021. As of February 10, 2021, the transaction is expected to be completed late in the first quarter of 2021 or early in the second quarter of 2021. The transaction is expected to be accretive on all relevant 2021 per share metrics including cash flow per share, free cash flow per share and leverage, before accounting for synergies.

Evercore Group L.L.C. acted as financial advisor and fairness opinion provider to the Board of QEP. Evercore is entitled to receive a fee of up to $25 million if the proposed merger is consummated, against which a fee of $2.5 million that was paid upon delivery of Evercore's fairness opinion is fully creditable. Goldman Sachs & Co. LLC and Moelis & Company LLC acted as financial advisors to Diamondback. Eli Miller, Seth R. Molay, John Goodgame, Kim Rowe,  Natasha Burnett,  Shane Sullivan, Alan Laves, William Morris, Katie Dinett, Chase Armbrust, Mike Byrd, David Sweeney, Alison Chen, Jocelyn Tau, Gorav Jindal, Stacy Kobrick, John Bain, Alex Agahzadeh, David Quigley, Andrew Oelz and Jeffrey Kochian of Akin Gump Strauss Hauer & Feld LLP and Gibson, Dunn & Crutcher LLP acted as legal advisors to Diamondback and Gibson, Dunn & Crutcher LLP acted as legal advisors to Diamondback while John Greer, Tim Fenn, Bryant Lee, Adam Kestenbaum, Joshua Marnitz, David Miller, Trevor Lavelle, Jason Cruise and Peter Todaro of Latham & Watkins LLP acted as legal advisor to QEP. Philip Richter and Roy Tannenbaum of Fried, Frank, Harris, Shriver & Jacobson LLP acted as the legal advisor to Evercore Group L.L.C. Philip Richter and Roy Tannenbaum of Fried Frank acted as counsel to Evercore in the transaction. Morgan Stanley & Co. Limited acted as financial advisor to Diamondback Energy, Inc. Georgeson LLC acted as an information agent to QEP. QEP estimates it will pay Georgeson LLC a base fee of approximately $15,000, in addition to the reimbursement of certain costs and expenses, for these services. Equiniti Trust Company acted as transfer agent to QEP.

Diamondback Energy, Inc. (NasdaqGS:FANG) completed the acquisition of QEP Resources, Inc. (NYSE:QEP) from Glazer Capital, LLC, THRC Holdings, LP and others on March 17, 2021