[Amend] Registration of securities, business combinations – Form S-4/A

As filed with the Securities and Exchange Commission on July 21, 2022

Registration No. 333-265558

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Diamondback Energy, Inc.

(Exact Name of Registrant As Specified in Its Charter)

500 West Texas Avenue

Suite 1200

Midland, Texas 79701

(432) 221-7400

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

Teresa L. Dick

Executive Vice President, Chief Accounting Officer and Assistant Secretary

515 Central Park Drive, Suite 500

Oklahoma City, Oklahoma 73105

(405) 463-6900

(Name, address, including zip code and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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.  ☐

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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issue Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this document is not complete and may be changed. These securities may not be issued until the registration statement filed with the Securities and Exchange Commission is effective. This document is not an offer to sell these securities and does not constitute the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION, DATED JULY 21, 2022

On May 15, 2022, Diamondback Energy, Inc. (“Diamondback”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Rattler Midstream LP (“Rattler”), Rattler Midstream GP LLC, the general partner of Rattler (the “General Partner”), and Bacchus Merger Sub Company, a wholly owned subsidiary of Diamondback (“Merger Sub”).

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), (a) Merger Sub will merge with and into Rattler (the “Merger”), with Rattler continuing as the surviving entity in the Merger, and (b) each issued and outstanding publicly held common unit representing a limited partner interest in Rattler (each, a “Common Unit”) (other than any Common Units owned by Diamondback and its subsidiaries) (each, a “Public Common Unit”) will be converted into the right to receive 0.113 of a share of common stock, par value $0.01 per share (“Common Stock”), of Diamondback (the “Merger Consideration,” such ratio, the “Exchange Ratio” and Diamondback’s issuance of such Merger Consideration, the “Common Stock Issuance”).

At the Effective Time, (i) each unvested phantom unit granted under the Rattler Midstream LP Long-Term Incentive Plan adopted effective as of May 22, 2019 that entitles the grantee to one Common Unit upon vesting (each, a “Partnership Phantom Unit”), other than Partnership Phantom Units held by a non-employee director whose service to Rattler or its affiliates will terminate upon the consummation of the Merger (each, a “Director Phantom Unit”), that is outstanding immediately prior to the Effective Time, will cease to relate to or represent any right to receive Common Units and will be converted, at the Effective Time, into an award of restricted stock units relating to a number of shares of Common Stock (“Parent RSUs”), as adjusted by the Exchange Ratio, and with such Parent RSUs otherwise on the same terms and conditions as were applicable to the corresponding Partnership Phantom Units, including any applicable payment timing provisions and distribution equivalent rights, as applicable (and, if applicable, dividend equivalent rights relating to dividends declared with respect to Common Stock during the period beginning at the Effective Time and ending on the date of settlement of such Parent RSU); and (ii) each Director Phantom Unit will become fully vested and automatically convert into the right to receive, with respect to each Common Unit subject thereto, the Merger Consideration plus any accrued but unpaid amounts in relation to distribution equivalent rights (and, if applicable, dividend equivalent rights relating to dividends declared with respect to Common Stock during the period beginning at the Effective Time and ending on the date of settlement of such Director Phantom Unit).

At the Effective Time, (a) Diamondback E&P LLC, a wholly owned subsidiary of Diamondback (“E&P”), will continue as a Limited Partner (as defined below) of Rattler and will continue to hold all of the outstanding Class B units representing limited partner interests (“Class B Units”) in Rattler, (b) by virtue of the Merger, Diamondback will be admitted as a Limited Partner of Rattler and will hold all of the outstanding Common Units in Rattler, (c) the General Partner will continue as the general partner of Rattler and (d) Rattler (as the surviving entity after the Merger) will continue without dissolution.

On May 15, 2022, the Conflicts Committee (the “Conflicts Committee”) of the board of directors of the General Partner (the “GP Board”) unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are not adverse to the interest of Rattler, including the holders of Public Common Units (the “Public Unitholders”), and (b) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, with such approval by the Conflicts Committee constituting “Special Approval” for all purposes of the First Amended and Restated Agreement of Limited Partnership of Rattler, dated May 28, 2019 (the “Partnership Agreement”), including Section 7.9(d) thereof. The Conflicts Committee recommended to the GP Board (i) the approval of the Merger Agreement and the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger, on

the terms and subject to the conditions set forth in the Merger Agreement, and (ii) that the GP Board resolve to direct that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to a vote of the limited partners of Rattler (the “Limited Partners”) for approval pursuant to Section 14.3 of the Partnership Agreement.

On May 15, 2022, the GP Board (acting upon the recommendation of the Conflicts Committee) unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are not adverse to the interest of Rattler, including the Public Unitholders, (b) authorized and approved the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger, (c) directed that the Merger Agreement be submitted to a vote of the Limited Partners and (d) authorized the Limited Partners to act by written consent pursuant to the terms of the Partnership Agreement.

Pursuant to the Partnership Agreement, the approval of the Merger Agreement and the Merger by Rattler requires the affirmative vote or written consent of a majority of the outstanding Common Units and Class B Units voting together as a single class (the “Unit Majority”). Immediately prior to the execution of the Merger Agreement, E&P, which as of the date of the Merger Agreement held 107,815,152 issued and outstanding Class B Units, constituting a Unit Majority, delivered its written consent approving the Merger Agreement and the transactions contemplated thereby, including the Merger (the “Written Consent”). Accordingly, the delivery of the Written Consent is sufficient to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of the Limited Partners. As a result, Rattler has not solicited and is not soliciting your approval of the Merger Agreement or the transactions contemplated thereby, including the Merger.

This information statement/prospectus provides you with detailed information about the proposed Merger and related matters. Diamondback and Rattler both encourage you to read the entire document carefully. In particular, see the section titled “Risk Factors” beginning on page 15 for a discussion of risks related to the Merger, the tax consequences of the Merger, an investment in the Common Stock, and Diamondback’s business following the consummation of the Merger.

Diamondback’s Common Stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “FANG,” and Rattler’s Common Units are listed on Nasdaq under the symbol “RTLR.”

Travis D. Stice

Chairman of the Board of Directors and Chief

Executive Officer of Diamondback Energy, Inc. and

Director and Chief Executive Officer of

Rattler Midstream GP LLC

NEITHER THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE MERGER OR DETERMINED THAT THIS INFORMATION STATEMENT/PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This information statement/prospectus is dated     , 2022 and is first being mailed to Limited Partners on or about                 , 2022.

500 West Texas Avenue

Suite 1200

Midland, Texas 79701

INFORMATION STATEMENT

NOTICE OF ACTION BY WRITTEN CONSENT

MERGER – WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED

NOT TO SEND US A PROXY

To the limited partners of Rattler Midstream LP:

On May 15, 2022, the Conflicts Committee (the “Conflicts Committee”) of the board of directors (the “GP Board”) of Rattler Midstream GP LLC, the general partner of Rattler (the “General Partner”), unanimously (a) determined that the Agreement and Plan of Merger (the “Merger Agreement”) by and among Diamondback Energy, Inc. (“Diamondback”), Rattler Midstream LP (“Rattler”), the General Partner, and Bacchus Merger Sub Company, a wholly owned subsidiary of Diamondback (“Merger Sub”), and the transactions contemplated thereby, including the merger of Merger Sub with and into Rattler (the “Merger”), with Rattler continuing as the surviving entity in the Merger, are not adverse to the interest of Rattler, including the holders of the issued and outstanding publicly held common units representing a limited partner interest in Rattler (each, a “Common Unit”) (other than any Common Units owned by Diamondback and its subsidiaries) (each, a “Public Common Unit,” and such holders, the “Public Unitholders”), and (b) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, with such approval by the Conflicts Committee constituting “Special Approval” for all purposes of the First Amended and Restated Agreement of Limited Partnership of Rattler, dated May 28, 2019 (the “Partnership Agreement”), including Section 7.9(d) thereof. The Conflicts Committee recommended to the GP Board (i) the approval of the Merger Agreement and the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement and (ii) that the GP Board resolve to direct that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to a vote of the limited partners of Rattler (the “Limited Partners”) for approval pursuant to Section 14.3 of the Partnership Agreement.

On May 15, 2022, the GP Board (acting upon the recommendation of the Conflicts Committee) unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are not adverse to the interest of Rattler, including the Public Unitholders, (b) authorized and approved the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger, (c) directed that the Merger Agreement be submitted to a vote of the Limited Partners and (d) authorized the Limited Partners to act by written consent pursuant to the terms of the Partnership Agreement.

Pursuant to the Partnership Agreement, the approval of the Merger Agreement and the Merger by Rattler requires the affirmative vote or written consent of a majority of the outstanding Common Units and Class B units representing limited partner interests (“Class B Units”) voting together as a single class (the “Unit Majority”).

On May 15, 2022, immediately prior to the execution of the Merger Agreement, Diamondback E&P LLC, a wholly owned subsidiary of Diamondback (“E&P”), in its capacity as the record and beneficial holder of 107,815,152 issued and outstanding Class B Units in Rattler, constituting a Unit Majority, delivered its written consent approving the Merger Agreement and the transactions contemplated thereby, including the Merger (the “Written Consent”). Accordingly, the delivery of the Written Consent was sufficient to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of the Limited Partners. For this reason, this information statement/prospectus is being provided to you for informational purposes only. Rattler has not solicited and is not soliciting your approval of the Merger Agreement or the transactions contemplated thereby, including the Merger.

The accompanying information statement/prospectus describes the Merger Agreement, the Merger and the actions to be taken in connection with the Merger, as well as provides additional information about the parties involved. Please give this information your careful attention. A copy of the Merger Agreement is attached as Annex A to the accompanying information statement/prospectus.

By order of the Board of Directors of Rattler

Midstream GP LLC

Travis D. Stice

Director and Chief Executive Officer of Rattler Midstream GP LLC

REFERENCES TO ADDITIONAL INFORMATION

This information statement/prospectus incorporates by reference important business and financial information about Diamondback and Rattler from other documents that are not included in or delivered with this information statement/prospectus, including documents that Diamondback and Rattler have filed with the U.S. Securities and Exchange Commission (the “SEC”). For a listing of documents incorporated by reference herein, see the sections entitled “Where You Can Find More Information” and “Information Incorporated by Reference.”

You may request copies of this information statement/prospectus and any of the documents incorporated by reference herein or other information concerning Diamondback or Rattler, without charge, upon written or oral request to the applicable company’s principal executive offices. The respective addresses and phone numbers of such principal offices are listed below.

You will be able to obtain free copies of these documents (if and when available) and other documents containing important information about Diamondback and Rattler, once such documents are filed with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Diamondback will be available free of charge on Diamondback’s website at http://www.diamondbackenergy.com under the “Investors” link and then under the heading “Financial Information” under the tab “SEC Filings.” Copies of the documents filed with the SEC by Rattler will be available free of charge on Rattler’s website at http://www.rattlermidstream.com under the “Investors” link and then the heading “Financial Information” under the tab “SEC Filings.”

If you request any such documents, Diamondback or Rattler will mail them to you by first class mail, or another equally prompt means, after receipt of your request. To receive timely delivery of the documents, your request must be received no later than                  , 2022.

The sections entitled “Questions and Answers about the Merger” and “Summary” below highlight selected information from this information statement/prospectus, but they do not include all of the information that may be important to you. To better understand the Merger Agreement and the Merger, and for a more complete description of legal terms thereof, you should carefully read this entire information statement/prospectus, including the section entitled “Risk Factors” and the Merger Agreement, a copy of which is attached as Annex A hereto, as well as the documents that are incorporated by reference into this information statement/prospectus. See “Where You Can Find More Information.”

No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this information statement/prospectus. You should not assume that the information contained in, or incorporated by reference into, this information statement/prospectus is accurate as of any date other than, in the case of this information statement/prospectus, the date on the front cover of this information statement/prospectus and, in the case of information incorporated by reference, the respective dates of such referenced documents. Neither the mailing of this information statement/prospectus to Limited Partners nor the issuance by Diamondback of shares of Common Stock as Merger Consideration in connection with the Merger will create any implication to the contrary.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE MERGER

The following questions and answers are intended to briefly address some questions that you may have regarding the Merger and the Merger Agreement. We urge you to carefully read the remainder of this information statement/prospectus because these questions and answers may not address all questions or provide all information that might be important to you with respect to the Merger and the Merger Agreement. Additional important information is also contained in the annexes and the documents incorporated by reference into this information statement/prospectus. You may obtain the information incorporated by reference into this information statement/prospectus without charge by following the instructions under “Where You Can Find More Information.”

This Exchange Ratio is fixed and will not be adjusted to reflect changes in the stock price or unit price of either company before the Merger is complete. The Exchange Ratio will, however, be adjusted appropriately if between the date of the Merger Agreement and the Effective Time the number of outstanding Common Units or shares of Common Stock have been changed into a different number of units or shares or a different class or series by reason of any subdivisions, reclassifications, splits, share distributions, combinations or exchanges of Common Units or shares of Common Stock, as applicable, to provide to the Public Unitholders the same economic effect as contemplated by the Merger Agreement prior to such event. No fractional shares of Common Stock will be issued in the Merger. Instead of receiving any fraction of a share of Common Stock, all fractions of shares of Common Stock to which a Public Unitholder would otherwise have been entitled will be aggregated, rounded to three decimal places and entitle the holder to receive a cash payment, without interest, rounded to the nearest cent, equal to the product of (i) the aggregated amount of the fractional interest in shares of Common Stock to which such holder would otherwise be entitled and (ii) an amount equal to the average of the volume weighted average price per share of Common Stock on Nasdaq (as reported by Bloomberg L.P., or, if not reported therein, in another authoritative source mutually selected by Diamondback and the General Partner) on each of the ten consecutive trading days ending with the complete trading day immediately prior to the date on which the closing of the Merger occurs (the “Closing Date”). See “The Merger Agreement—The Merger; Effective Time; Closing.”

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If the Merger qualifies as a reorganization, then the Public Unitholders that are U.S. holders (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger”) generally will not recognize any gain or loss for U.S. federal income tax purposes upon receipt of Common Stock in exchange for Common Units in the Merger (other than gain or loss, if any, with respect to any cash received in lieu of a fractional share of Common Stock). The material U.S. federal income tax consequences of the Merger are discussed in more detail in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger.” The discussion of the material U.S. federal income tax consequences contained in this information statement/prospectus is intended to provide only a general discussion and is not a complete analysis or

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description of all potential U.S. federal income tax consequences of the Merger that may vary with, or are dependent on, individual circumstances. In addition, it does not address the effects of any foreign, state or local tax laws or any U.S. federal tax laws other than U.S. federal income tax laws.

TAX MATTERS ARE COMPLICATED AND THE TAX CONSEQUENCES OF THE MERGER WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGER TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Rattler Midstream LP

500 West Texas Avenue, Suite 1200

Midland, Texas 79701

Attention: Corporate Secretary

Telephone: (432) 221-7400

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COMPARATIVE MARKET PRICES AND CASH DIVIDEND/DISTRIBUTION INFORMATION

Shares of Common Stock of Diamondback are listed on Nasdaq under the symbol “FANG,” and Common Units of Rattler are listed on Nasdaq under the symbol “RTLR.” The following table presents the closing prices of Common Stock and Common Units on (i) May 13, 2022, the last trading day before the public announcement of the Merger, and (ii) July 18, 2022, the most recent practicable trading day before the date of this information statement/prospectus. The table also shows the equivalent per unit value of the Common Stock included in the Merger Consideration for each Common Unit, which per unit value is calculated as the product of (i) the applicable Diamondback per share value and (ii) the exchange ratio of 0.113 of a share of Common Stock per each Common Unit, rounded to the nearest cent.

The above table shows only a historical comparison. This comparison may not provide meaningful information to Limited Partners in connection with making any decisions with respect to the Merger. Limited Partners are urged to obtain current market quotations for shares of Common Stock and Common Units and to review carefully the other information contained in this information statement/prospectus or incorporated herein by reference in making any decisions with respect to the Merger. See “Where You Can Find More Information” and “Information Incorporated by Reference” for instructions on how to obtain the information that has been incorporated by reference. Historical performance is not necessarily indicative of any performance to be expected in the future. See also “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

Dividend and Share Data—Diamondback

Diamondback Stockholders share equally in any dividend declared by the Diamondback Board. Diamondback Stockholders are entitled to receive dividends when, as, and if declared by the Diamondback Board, out of funds legally available for their payment subject to the rights of holders of any outstanding preferred stock. Diamondback currently pays quarterly dividends to Diamondback Stockholders. On April 27, 2022, the Diamondback Board declared a cash dividend for the first quarter of 2022 of $3.05 per share of Common Stock, payable on May 23, 2022 to Diamondback Stockholders of record at the close of business on May 12, 2022. This dividend consisted of a base quarterly dividend of $0.70 per share of Common Stock and a variable quarterly dividend of $2.35 per share of Common Stock.

Future base and variable dividends are at the discretion of the Diamondback Board, and, if declared, the Diamondback Board may change the dividend amount based on Diamondback’s outlook for commodity prices, liquidity, debt levels, capital resources, free cash flow and other factors. Diamondback can provide no assurance that dividends will be authorized or declared in the future or as to the amount of any future dividends. Any future variable dividends, if declared and paid, will by their nature fluctuate based on Diamondback’s free cash flow, which will depend on a number of factors beyond Diamondback’s control, including commodity prices.

As of July 18, 2022, there were approximately 173,626,224 shares of Common Stock outstanding, and there were 5,397 holders of record of Common Stock.

Distribution and Unit Data—Rattler

The GP Board sets and administers the cash distribution policies for Rattler and OpCo. Cash distributions made by Rattler to the holders of Common Units are determined by the GP Board on a quarterly basis and are

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made, to the extent legally available, to the holders of Common Units of record as of the record date selected by Rattler within 65 days after the end of each quarter. The Partnership Agreement does not require Rattler to pay minimum distributions to its holders of Common Units on a quarterly or other basis, and Rattler does not employ structures intended to consistently maintain or increase distributions over time. Under Rattler’s current distribution policy, on April 27, 2022, the GP Board approved a cash distribution for the first quarter of 2022 of $0.30 per Common Unit, payable on May 20, 2022, to the holders of Common Units of record at the close of business on May 13, 2022. Subject to the restrictions set forth in the Merger Agreement, the GP Board may change the distribution policy at any time and from time to time.

The Merger Agreement restricts the ability of Rattler to declare or pay certain distributions prior to the consummation of the Merger, including a prohibition against declaring or paying cash distributions (other than regular quarterly cash distributions consistent with past practice, not to be less than $0.30 per Common Unit unless prohibited by applicable laws). See the section entitled “The Merger Agreement—Conduct of Business Prior to Closing.”

As of July 18, 2022, there were approximately 38,445,342 Common Units outstanding and there was one holder of record of Common Units.

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RISK FACTORS

In addition to the other information included or incorporated by reference into this information statement/prospectus, including the matters addressed in “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the following risks relating to the Merger and Common Stock Issuance. In addition, you should read and consider the risks associated with each of the businesses of Diamondback and Rattler, because these risks may also affect the combined company. A description of the material risks can be found in Part I, Item 1A of Diamondback’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and Part II, Item 1A of Diamondback’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, and in Part I, Item 1A of Rattler’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and Part II, Item 1A of Rattler’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, each of which are filed with the SEC and incorporated by reference into this information statement/prospectus. See “Where You Can Find More Information.”

Risks Related to the Merger

Because the Exchange Ratio is fixed and because the market price of shares of Common Stock will fluctuate prior to the completion of the Merger, the Public Unitholders cannot be sure of the market value of shares of Common Stock that they will receive as Merger Consideration relative to the value of the Common Units that they will exchange in connection with the Merger.

The market value of the consideration that the Public Unitholders will receive in the Merger will depend on the trading price of shares of Common Stock at the Closing. Subject to any applicable withholding tax, the Exchange Ratio that determines the number of shares of Common Stock that the Public Unitholders will receive in the Merger is fixed at 0.113 shares of Common Stock for each Public Common Unit they own. This means that there is no mechanism contained in the Merger Agreement that would adjust the number of shares of Common Stock that the Public Unitholders will receive based on any decreases or increases in the trading prices of Common Stock or Common Units. Changes in per share or per unit prices may result from a variety of factors (many of which are beyond Diamondback’s and Rattler’s control), including:

If the price of Common Stock at the Closing is less than the price of Common Stock on the date that the Merger Agreement was signed, then the market value of the Merger Consideration will be less than contemplated at the time the Merger Agreement was signed.

The Merger is subject to conditions, including some conditions that may not be satisfied on a timely basis, if at all. Failure to complete the Merger, or significant delays in completing the Merger, could negatively affect each party’s future business and financial results and the trading prices of shares of Common Stock and Common Units.

The completion of the Merger is subject to certain conditions. The completion of the Merger is not assured and is subject to risks. The Merger Agreement contains conditions, some of which are beyond the parties’ control, that, if not satisfied or waived, may prevent, delay or otherwise result in the Merger not occurring.

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In addition, if the Merger is not completed on or before December 31, 2022, either Diamondback or Rattler may choose not to proceed with the Merger by terminating the Merger Agreement, subject to certain limitations, and the parties can mutually decide to terminate the Merger Agreement at any time prior to the Effective Time. Further, either Diamondback or Rattler may elect to terminate the Merger Agreement in certain other circumstances as further detailed in the section entitled “The Merger Agreement—Termination of the Merger Agreement.”

If the Merger is not completed, or if there are significant delays in completing the Merger, Diamondback’s or Rattler’s future business and financial results and the trading prices of shares of Common Stock and Common Units could be negatively affected, and each of the parties will be subject to several risks, including the following:

The date the Public Unitholders will receive the Merger Consideration depends on the Closing Date, which is uncertain.

The date on which the Public Unitholders will receive Merger Consideration depends on the date the Merger is completed, referred to as the Closing Date, which is uncertain and subject to several closing conditions, not all of which are controllable by Diamondback or Rattler.

Diamondback and Rattler may be targets of individual or class action securities or derivative lawsuits (including one that has already been filed against Rattler and the members of the GP Board), which could result in substantial costs and may delay or prevent the Closing.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into merger agreements in an effort to enjoin the relevant merger or seek monetary relief. Rattler and the members of the GP Board are currently defendants in a lawsuit relating to the Merger, and Diamondback and Rattler may in the future be defendants in one or more additional lawsuits relating to the Merger Agreement and the Merger and, even if the pending or any future lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. Diamondback and Rattler cannot predict the outcome of any such potential lawsuits, nor can either company predict the amount of time and expense that would be required to resolve such litigation. An unfavorable resolution of any such litigation surrounding the Merger could delay or prevent its consummation. In addition, the costs of defending the litigation, even if resolved in Diamondback’s or Rattler’s favor, could be substantial, and such litigation could distract Diamondback and Rattler from pursuing the consummation of the Merger and other potentially beneficial business opportunities. See “The Merger—Litigation Relating to the Merger.”

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The opinion of the Conflicts Committee’s financial advisor will not reflect changes in circumstances between the signing of the Merger Agreement and the Closing Date.

The Conflicts Committee has received an opinion from its financial advisor in connection with the signing of the Merger Agreement but has not obtained any updated opinion from its financial advisor as of the date of this information statement/prospectus. Changes in the operations and prospects of Diamondback or Rattler, general market and economic conditions and other factors that may be beyond the control of Diamondback or Rattler, and on which the Conflicts Committee’s financial advisor’s opinion was based, may significantly alter the value of Diamondback or Rattler or the prices of the shares of Common Stock or Common Units by the time the Merger is completed. The opinion does not speak as of the time the Merger will be completed or as of any date other than the date of such opinion. Because the Conflicts Committee does not currently anticipate asking its financial advisor to update its opinion, the opinion will not address the fairness of the Merger Consideration from a financial point of view at the time the Merger is completed. For a description of the opinion that the Conflicts Committee received from its financial advisor, see the section entitled “The Merger—Opinion of Evercore – Financial Advisor to the Conflicts Committee.” A copy of the opinion of Evercore Group L.L.C., the Conflicts Committee’s financial advisor, is attached as Annex B to this information statement/prospectus.

The Partnership Agreement limits the duties of the General Partner to Rattler’s unitholders and restricts the remedies available to Rattler’s unitholders for actions taken by the General Partner that might otherwise constitute breaches of its duties.

In light of potential conflicts of interest between the General Partner and its controlling affiliates (including Diamondback), on the one hand, and Rattler and the Public Unitholders, on the other hand, the GP Board submitted the Merger and related matters to the Conflicts Committee for, among other things, review, evaluation, negotiation and possible approval of its members pursuant to the “Special Approval” provision of the Partnership Agreement. The duties of the General Partner, the GP Board and the Conflicts Committee to the Limited Partners in connection with the Merger are substantially limited by the Partnership Agreement. Under the Partnership Agreement:

The Conflicts Committee reviewed, negotiated and evaluated the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of Rattler and the Public Unitholders. The Conflicts Committee unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are not adverse to the interest of Rattler, including the Public Unitholders, and (b) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, with such approval by the Conflicts Committee constituting “Special Approval” for all purposes of the Partnership Agreement, including Section 7.9(d) thereof. The Conflicts Committee recommended to the GP Board (i) the approval of the Merger Agreement and the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement and (ii) that the GP Board resolve to direct that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to a vote of the Limited Partners for approval pursuant to Section 14.3 of the Partnership Agreement.

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Financial forecasts relating to Rattler and Diamondback may not prove to be accurate.

In connection with the Merger, Diamondback prepared and the Conflicts Committee considered, among other things, internal financial forecasts for Rattler and Diamondback. These forecasts speak only as of the date made and will not be updated. These financial forecasts were not provided with a view to public disclosure, make a number of assumptions and are subject to significant economic, competitive, industry and other uncertainties, and may be surpassed or not be achieved in full, at all or within projected time frames. In addition, the failure of the businesses to achieve projected results could have a material adverse effect on Diamondback’s share price and financial position following the Merger.

Diamondback and Rattler may incur substantial transaction-related costs in connection with the Merger. If the Merger does not occur, Diamondback and Rattler will not benefit from these costs.

Diamondback and Rattler expect to incur substantial expenses in connection with completing the Merger, including fees paid to legal, financial and accounting advisors, filing fees, written consent costs and printing costs. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time.

If the Merger does not qualify as a “reorganization” under Section 368(a) of the Code, the Public Unitholders may be subject to U.S. federal income tax upon the receipt of Common Stock in the Merger.

Diamondback and Rattler intend for the Merger to be treated as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes. However, it is not a condition to Diamondback’s obligation or Rattler’s obligation to complete the transactions that the Merger qualifies as a “reorganization.” Moreover, neither Diamondback nor Rattler intends to request any ruling from the IRS regarding any matters relating to the Merger, and, consequently, there can be no assurance that the IRS will not assert, or that a court would not sustain, a position to the contrary to any of the positions set forth in this information statement/prospectus. If the IRS were to challenge the “reorganization” status of the Merger successfully or the form or structure of the Merger was changed in a manner such that it did not qualify as a “reorganization,” the tax consequences would differ from those set forth in this information statement/prospectus in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” and the Public Unitholders could be subject to U.S. federal income tax upon the receipt of Common Stock in the Merger.

Risks Inherent in an Investment in Diamondback

The Public Unitholders will be entitled to different rights as holders of shares of Common Stock than those to which they are entitled as holders of Common Units.

Following completion of the Merger, the Public Unitholders will no longer hold Common Units, but will instead hold shares of Common Stock. Diamondback is a Delaware corporation, and Rattler is a Delaware limited partnership. There are important differences between the rights of holders of Common Units and the rights of Diamondback Stockholders. See “Comparison of Rights of Diamondback Stockholders and Rattler Unitholders.”

The market value of Common Stock could decline if large amounts of such Common Stock are sold following the Merger and the market value of Common Stock could also decline as a result of issuances and sales of shares of Common Stock other than in connection with the Merger.

Following completion of the Merger, the Public Unitholders will no longer hold Common Units, and will own interests in a combined company operating an expanded business with more assets and a different mix of liabilities. Current Diamondback Stockholders and former Public Unitholders may not wish to continue to invest in the combined company, or may wish to reduce their investment in the combined company, in order to comply with institutional investing guidelines, to increase diversification or to track any rebalancing of stock indices in which Common Stock or Common Units are or were included. If, following the completion of the Merger, large amounts of Common Stock are sold, the price of Common Stock could decline.

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Furthermore, Diamondback cannot predict the effect that issuances and sales of Common Stock, whether taking place before completion of Merger (subject to the limitations of the Merger Agreement) or after completion of the Merger, including issuances and sales in connection with capital markets transactions, acquisition transactions or other transactions, may have on the market value of Common Stock. The issuance and sale of substantial amounts of Common Stock could adversely affect the market value of such Common Stock.

Risks Relating to Diamondback’s Business

You should read and consider risk factors specific to Diamondback’s businesses that will also affect the combined company after the completion of the Merger. These risks are described in Part I, Item 1A of Diamondback’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and Part II, Item 1A of Diamondback’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, and in other documents that are incorporated by reference herein. For more information, see “Where You Can Find More Information.”

Risks Relating to Rattler’s Business

You should read and consider risk factors specific to Rattler’s businesses that will also affect the combined company after the completion of the Merger. These risks are described in Part I, Item 1A of Rattler’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and Part II, Item 1A of Rattler’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, and in other documents that are incorporated by reference herein. For more information, see “Where You Can Find More Information.”

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This information statement/prospectus contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which involve risks, uncertainties, and assumptions. All statements, other than statements of historical fact, including statements regarding Diamondback’s and Rattler’s: future performance; business strategy; future operations; estimates and projections of revenues, losses, costs, expenses, returns, cash flow, and financial position; anticipated benefits of strategic transactions (including acquisitions and divestitures); and plans and objectives of management (including plans for future cash flow from operations) are forward-looking statements. These statements also include, but are not limited to, statements regarding: the expected benefits of the proposed transaction to Diamondback and Rattler and their shareholders and unitholders, respectively, the anticipated completion of the proposed transaction and the timing thereof. When used in this information statement/prospectus, the words “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “model,” “outlook,” “plan,” “positioned,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions (including the negative of such terms) as they relate to Diamondback and Rattler are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Although Diamondback and Rattler each believe that the expectations and assumptions reflected in its forward-looking statements are reasonable as and when made, they involve risks and uncertainties that are difficult to predict and, in many cases, beyond Diamondback’s and Rattler’s control. Accordingly, forward-looking statements are not guarantees of future performance and Diamondback’s and Rattler’s actual outcomes could differ materially from what Diamondback and Rattler have expressed in their forward-looking statements.

Factors that could cause the outcomes to differ materially include (but are not limited to) the following:

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In light of these factors, the events anticipated by Diamondback’s and Rattler’s forward-looking statements may not occur at the time anticipated or at all. Moreover, Diamondback and Rattler each operate in a very competitive and rapidly changing environment and new risks emerge from time to time. Neither Diamondback nor Rattler can predict all risks, nor can they assess the impact of all factors on their respective businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those anticipated by any forward-looking statements they may make. Accordingly, you should not place undue reliance on any forward-looking statements made in this information statement/prospectus. All forward-looking statements speak only as of the date of this information statement/prospectus or, if earlier, as of the date they were made. Neither Diamondback nor Rattler intends to, and each disclaims any obligation to, update or revise any forward-looking statements unless required by applicable law.

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INFORMATION ABOUT THE COMPANIES

Information About the Companies

Diamondback Energy, Inc.

500 West Texas Avenue

Suite 1200

Midland, Texas 79701

Phone: (432) 221-7400

Diamondback is an independent oil and gas company currently focused on the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves in the Permian Basin in West Texas. Diamondback was incorporated in Delaware on December 30, 2011. Diamondback operates in two business segments: (i) the upstream segment, which is engaged in the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves in the Permian Basin in West Texas and (ii) through Rattler, the midstream operations segment, which is focused on ownership, operation, development and acquisition of the midstream infrastructure assets in the Midland and Delaware Basins of the Permian Basin. Diamondback’s corporate headquarters are located in Midland, Texas, and Diamondback’s Common Stock trades on Nasdaq under the ticker symbol “FANG.”

Rattler Midstream LP and Rattler Midstream GP LLC

500 West Texas Avenue

Suite 1200

Midland, Texas 79701

Phone: (432) 221-7400

Rattler is a Delaware limited partnership formed by Diamondback to own, operate, develop and acquire midstream and energy-related infrastructure assets in the Midland and Delaware Basins of the Permian Basin, one of the most prolific oil producing areas in the world. Rattler’s assets and operations are reported in one operating business segment. Rattler has elected to be treated as a corporation for U.S. federal income tax purposes. Rattler provides crude oil and water-related midstream services (including water sourcing and transportation and produced water gathering and disposal) to Diamondback under long-term, fixed-fee contracts. In addition to Rattler’s midstream infrastructure assets, Rattler owns equity interests in four long-haul crude oil pipelines, which run from the Permian to the Texas Gulf Coast. In addition, Rattler owns equity interests in third-party operated gathering systems and processing facilities supported by dedications from Diamondback. Rattler is critical to Diamondback’s development plans because it provide a long-term midstream solution to its increasing crude oil and water-related services needs through Rattler’s robust infield gathering systems and produced water disposal capabilities. Rattler’s corporate headquarters are located in Midland, Texas, and Rattler’s Common Units trade on Nasdaq under the ticker symbol “RTLR.”

Rattler Midstream GP LLC is the general partner of Rattler. Its board of directors and executive officers manage Rattler. The General Partner is wholly owned by Diamondback.

Bacchus Merger Sub Company

c/o Diamondback Energy, Inc.

500 West Texas Avenue

Suite 1200

Midland, Texas 79701

Phone: (432) 221-7400

Merger Sub is a direct, wholly owned subsidiary of Diamondback. Upon the completion of the Merger, Merger Sub will cease to exist. Merger Sub was incorporated in Delaware on April 25, 2022 for the sole purpose of effecting the Merger.

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Relationships Among the Parties

As of July 18, 2022, the General Partner held 100% of the general partner interest in Rattler. Diamondback held no Common Units and, through E&P, beneficially owned all of Rattler’s 107,815,152 outstanding Class B Units, representing approximately 74% of Rattler’s total outstanding units. Diamondback also owns and controls the General Partner.

As of July 18, 2022, Diamondback, through E&P, beneficially owned 107,815,152 OpCo units, representing an overall approximately 74% economic, non-voting interest in OpCo, the operating subsidiary of Rattler, and Rattler Holdings LLC, a wholly owned subsidiary of Rattler was the sole managing member of OpCo and held 38,445,342 OpCo units, representing an approximately 26% economic interest in OpCo.

Rattler is managed and operated by the GP Board and the executive officers of the General Partner.

As a result of owning the General Partner, Diamondback has the right to appoint all members of the GP Board, including the independent directors. The holders of Common Units are not entitled to elect the General Partner or its directors or otherwise directly participate in Rattler’s management or operation.

The executive officers of the General Partner manage the day-to-day affairs of Rattler’s business. All of the executive officers of the General Partner also serve as executive officers of Diamondback and its other publicly traded subsidiary, Viper. See also “The Merger—Interests of Certain Persons in the Merger” included elsewhere in this information statement/prospectus.

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WRITTEN CONSENT OF LIMITED PARTNERS

Limited Partner Interests Consent Required and Received

The approval of the Merger Agreement and the Merger by Rattler requires the affirmative vote or written consent of the holders of a Unit Majority.

On May 15, 2022, immediately prior to the execution of the Merger Agreement, E&P, which as of the date of the Merger Agreement held 107,815,152 issued and outstanding Class B Units, constituting a Unit Majority, delivered the Written Consent approving the Merger Agreement and the transactions contemplated thereby, including the Merger. Accordingly, the delivery of the Written Consent was sufficient to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of the Limited Partners. For this reason, this information statement/prospectus is being provided to you for informational purposes only. You are not being asked for a proxy or written consent, and you are requested not to send a proxy or written consent.

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THE MERGER

General

On May 15, 2022, Diamondback entered into the Merger Agreement with Rattler, the General Partner and Merger Sub, pursuant to which, at the Effective Time, Merger Sub will merge with and into Rattler, with Rattler continuing as the surviving entity in the Merger.

On May 15, 2022, the Conflicts Committee unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are not adverse to the interest of Rattler, including the Public Unitholders, and (b) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, with such approval by the Conflicts Committee constituting “Special Approval” for all purposes of the Partnership Agreement, including Section 7.9(d) thereof. The Conflicts Committee recommended to the GP Board (i) the approval of the Merger Agreement and the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, and (ii) that the GP Board resolve to direct that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to a vote of the Limited Partners for approval pursuant to Section 14.3 of the Partnership Agreement.

On May 15, 2022, the GP Board (acting upon the recommendation of the Conflicts Committee) unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are not adverse to the interest of Rattler, including the Public Unitholders, (b) authorized and approved the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger, (c) directed that the Merger Agreement be submitted to a vote of the Limited Partners and (d) authorized the Limited Partners to act by written consent pursuant to the terms of the Partnership Agreement.

Upon completion of the Merger, subject to any applicable withholding tax, (i) each Public Common Unit will be converted into the right to receive Common Stock at the Exchange Ratio, (ii) each Partnership Phantom Unit, other than Director Phantom Units, that is outstanding immediately prior to the Effective Time, will cease to relate to or represent any right to receive Common Units and will be converted, at the Effective Time, into Parent RSUs, as adjusted by the Exchange Ratio, and with such Parent RSUs otherwise on the same terms and conditions as were applicable to the corresponding Partnership Phantom Units, including any applicable payment timing provisions and distribution equivalent rights, as applicable (and, if applicable, dividend equivalent rights relating to dividends declared with respect to Common Stock during the period beginning at the Effective Time and ending on the date of settlement of such Parent RSU); and (iii) each Director Phantom Unit will become fully vested and automatically convert into the right to receive, with respect to each Common Unit subject thereto, the Merger Consideration plus any accrued but unpaid amounts in relation to distribution equivalent rights (and, if applicable, dividend equivalent rights relating to dividends declared with respect to Common Stock during the period beginning at the Effective Time and ending on the date of settlement of such Director Phantom Unit).

At the Effective Time, (a) E&P will continue as a Limited Partner of Rattler and will continue to hold all of the outstanding Class B Units in Rattler, (b) by virtue of the Merger, Diamondback will be admitted as a Limited Partner of Rattler and will hold all of the outstanding Common Units in Rattler, (c) the General Partner will continue as the general partner of Rattler and (d) Rattler (as the surviving entity after the Merger) will continue without dissolution. Following the Closing, the Common Units will no longer be listed on Nasdaq.

Pursuant to the Partnership Agreement, the approval of the Merger Agreement and the Merger by Rattler requires the affirmative vote or written consent of a Unit Majority. On May 15, 2022, immediately prior to the execution of the Merger Agreement, E&P, which as of the date of the Merger Agreement held 107,815,152 issued and outstanding Class B Units, constituting a Unit Majority, delivered the Written Consent approving the Merger Agreement and the transactions contemplated thereby, including the Merger. Accordingly, the delivery of the Written Consent was sufficient to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of the Limited Partners. For this reason, this

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information statement/prospectus is being provided to you for informational purposes only. Rattler has not solicited and is not soliciting your approval of the Merger Agreement or the transactions contemplated thereby, including the Merger.

Background of the Merger

The senior management of Diamondback together with the Diamondback Board regularly review Diamondback’s assets and operations, including Rattler and its operations, and consider strategic opportunities to increase value for Diamondback’s investors. Since Rattler’s initial public offering in May 2019, the senior management of Rattler, who also constitute the senior management of Diamondback, have together with the GP Board regularly reviewed similar opportunities to increase value for Rattler unitholders.

While recently reviewing Diamondback’s investment in Rattler and Rattler’s prospects for future growth, Diamondback senior management considered that investor preferences for master limited partnership (“MLP”) structures have decreased during the past few years, noting the general inaccessibility of the equity capital markets for MLPs and the relatively higher cost of debt capital for non-investment grade companies. Diamondback also considered investor preferences for a simplified governance structure and the market trends for restructuring transactions involving MLPs, including buy-ins of MLPs by their corporate sponsors, acquisitions of MLPs by third parties and simplifications of MLPs in which incentive distribution rights are modified or eliminated to improve the MLP’s cost of capital. These transactions have resulted in a significant decrease in the number of outstanding MLPs.

On September 21, 2021, the Diamondback Board held a meeting, the focus of which was Diamondback’s long-term strategy. As one of the items on the agenda, the Diamondback Board received a presentation from J.P. Morgan Securities LLC (“J.P. Morgan”) regarding long-term strategic considerations for Diamondback with regard to Rattler. While that presentation included buying in Rattler as one of the potential strategic options for consideration, neither Diamondback management nor the Diamondback Board determined to take any strategic action with regard to Rattler at that time.

In late December 2021, Diamondback management began to further consider Diamondback’s options with respect to Rattler, including working with Akin Gump Strauss Hauer & Feld LLP (“Akin Gump”) as its legal counsel in evaluating various alternative structures with respect to its investment in Rattler, including, among others, a potential take-private transaction as well as continuing with the status quo. Diamondback and Akin Gump also held preliminary discussions regarding potential alternative structures with J.P. Morgan in December 2021 and January 2022; Diamondback management decided in early January 2022 to wait until after the Diamondback and Rattler financial statements for 2021 were completed, and the Diamondback and Rattler Annual Reports on Form 10-K were filed, to assess the market’s reaction to those filings as well as to the announcement of Diamondback’s and Rattler’s respective 2022 strategies and guidance, before analyzing whether to consider any strategic transaction with Rattler.

Diamondback and Rattler filed their respective Annual Reports on Form 10-K on February 24, 2022. Thereafter, Diamondback management began to consider whether to propose pursuing a potential transaction with Rattler, what form such a transaction could take, and what type and amount of consideration would be preferred. Diamondback management worked with J.P. Morgan and Akin Gump during this time to analyze potential alternative transaction structures and approaches.

By early March 2022, Diamondback management had concluded that an acquisition by Diamondback of the Public Common Units would be beneficial to Diamondback, as well as to Diamondback Stockholders and Rattler’s Public Unitholders, and could be executed on terms economically acceptable for both parties. Diamondback management based its conclusion on several factors, including that the acquisition could provide an improved long-term financial outlook for the combined entities based on decreasing near-term leverage, a simplified corporate governance structure and anticipated cost savings, as well as investment in an entity with enhanced access to capital markets and a broader anticipated investor base for Rattler’s Public Unitholders.

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On March 4, 2022, the Diamondback Board met. At that meeting, among other things, Diamondback management proposed to the Diamondback Board that Diamondback management would evaluate and potentially propose a transaction with Rattler pursuant to which Diamondback would offer to acquire the Public Common Units for consideration consisting of shares of Diamondback Common Stock. The Diamondback Board authorized Diamondback management to continue to evaluate a potential transaction and, if such analysis indicated that it would be appropriate, to encourage the Conflicts Committee to begin interviewing advisors.

Following that meeting of the Diamondback Board, Diamondback management began to work with J.P. Morgan and Akin Gump to further analyze a potential transaction.

On March 18, 2022, at a special meeting of the GP Board, M. Kaes Van’t Hof, President and Chief Financial Officer of Diamondback and President and a director of the General Partner, informed the other members of the GP Board that Diamondback was evaluating making a potential future simplification proposal to Rattler, in which (if made) Diamondback would offer to acquire all of the Public Common Units in a stock-for-unit exchange that would result in Rattler becoming a wholly owned subsidiary of Diamondback (the “Proposed Transaction”). Mr. Van’t Hof encouraged Laurie H. Argo and Arturo Vivar, the members of the Conflicts Committee, to interview and select independent advisors in preparation for a potential offer with respect to the Proposed Transaction from Diamondback.

On March 22, 2022, in order to evaluate Ms. Argo’s and Mr. Vivar’s continued eligibility under the Partnership Agreement to serve as members of the Conflicts Committee, representatives of the General Partner requested that Ms. Argo and Mr. Vivar reconfirm or update the responses to their written questionnaires that had been previously submitted in February 2022 and updated by Ms. Argo and Mr. Vivar in March 2022. Ms. Argo and Mr. Vivar each reviewed their respective questionnaires and reconfirmed the responses.

In late March 2022, the Conflicts Committee interviewed representatives of potential legal counsels to advise the Conflicts Committee in connection with the Proposed Transaction. The Conflicts Committee ultimately selected Gibson, Dunn & Crutcher LLP (“Gibson Dunn”) as its legal counsel with respect to the Proposed Transaction.

On March 30, 2022, the Conflicts Committee met with representatives of Gibson Dunn to discuss the materials prepared by Gibson Dunn regarding the role and duties of the Conflicts Committee, the framework for resolution of conflicts of interest involving Rattler, the process and recommendations for resolution of conflicts of interest in connection with the Conflicts Committee’s exploration, consideration, review and evaluation of the Proposed Transaction and related topics.

On March 31, 2022, the Conflicts Committee met with representatives of Gibson Dunn to discuss next steps, including the process for interviewing potential financial advisors in connection with the Proposed Transaction.

On March 31, 2022, Diamondback formally engaged J.P. Morgan as its financial advisor in connection with a potential transaction with Rattler.

On April 1, 2022, Akin Gump sent to Gibson Dunn a draft form of GP Board resolutions delegating authority to the Conflicts Committee to, among other things, review, consider and evaluate the Proposed Transaction. Later that day, Gibson Dunn sent to Akin Gump a revised draft form of GP Board resolutions that contained, among other things, a request to authorize and empower the Conflicts Committee to solicit, review and investigate alternative transactions and such strategic options for Rattler as the Conflicts Committee deemed appropriate in its sole discretion. On April 3, 2022, a representative of Akin Gump spoke with a representative of Gibson Dunn regarding the draft resolutions, informing Gibson Dunn that Diamondback and its representatives on the GP Board would not authorize the Conflicts Committee to solicit alternative transactions. Shortly thereafter, Akin Gump sent to Gibson Dunn an updated draft form of GP Board resolutions establishing and delegating authority to the Conflicts Committee with respect to the Proposed Transaction, which consent did not authorize the Conflicts Committee to solicit any alternative transactions to acquire Rattler or its assets.

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On April 4, 2022, a meeting of the Diamondback Board was convened to discuss whether to proceed with the Proposed Transaction. All members of the Diamondback Board, members of Diamondback management and representatives of Akin Gump and J.P. Morgan were in attendance. At the meeting, J.P. Morgan delivered a presentation regarding certain financial and market considerations in the context of the Proposed Transaction, noting in particular Rattler’s limited public float, limited prospects for future growth and that Rattler’s unit price had recently been underperforming its peers. Diamondback management also noted that Diamondback had received feedback from analysts and investors regarding its complicated corporate structure, and that MLPs generally are not achieving their original goals as capital raising vehicles. After the presentation, J.P. Morgan and Akin Gump left the meeting, and discussion regarding the advisability of the Proposed Transaction continued among the Diamondback Board and Diamondback management. At the end of the meeting, the Diamondback Board directed Diamondback management to make a proposal to the GP Board on the terms approved by the Diamondback Board and further directed Diamondback management to negotiate the terms of such proposal with the Conflicts Committee and its advisors to determine whether a mutually acceptable agreement could be reached.

On April 5, 2022, the Conflicts Committee interviewed representatives of three potential financial advisors to advise the Conflicts Committee in connection with the Proposed Transaction.    

Later on April 5, 2022, the GP Board held a meeting, with representatives of Diamondback management, Akin Gump and Gibson Dunn in attendance. At the meeting, Mr. Van’t Hof reviewed a presentation outlining the Proposed Transaction. The presentation described a 100% stock-for-units transaction involving total consideration of $14.81 per Public Common Unit, which represented a 5.0% premium based on Rattler’s Common Unit and Diamondback’s Common Stock closing prices as of April 4, 2022, and a 8.9% premium based on the respective 20-day volume-weighted average trading prices. Diamondback’s initial proposal implied an exchange ratio of 0.1061 shares of Common Stock for each Public Common Unit based on the closing price of the Common Stock as of April 4, 2022. Mr. Van’t Hof described the significant conditions for execution and closing of the Proposed Transaction, including receipt of Special Approval from the Conflicts Committee, negotiation of a mutually acceptable merger agreement, final approval from the Diamondback Board, approval of a Unit Majority and other customary regulatory approvals and closing conditions. He also outlined certain expected benefits to the Public Unitholders of the Proposed Transaction, including the offer premium from Diamondback, exposure to additional cash flow sources through Diamondback and its subsidiaries, the potential for expanded future capital returns to the Public Unitholders through Diamondback’s capital return program and increased trading liquidity in Diamondback Common Stock. Mr. Van’t Hof further described the proposed merger structure of the Proposed Transaction and indicated that Diamondback’s management team would be available to the Conflicts Committee and its advisors during the due diligence process, and stated Diamondback’s desire to have completed negotiations by May 2, 2022.

Following Mr. Van’t Hof’s presentation, the GP Board approved resolutions authorizing the Conflicts Committee to (i) review and evaluate the Proposed Transaction; (ii) perform appropriate due diligence on and valuation analyses with respect to the Proposed Transaction; (iii) negotiate the terms and provisions of the Proposed Transaction; (iv) consult with and direct management of Rattler in connection with negotiations concerning potential terms and conditions of the Proposed Transaction; and (v) determine whether or not to approve the Proposed Transaction by Special Approval under the Partnership Agreement, and, if so approved, whether to recommend that the GP Board approve the Proposed Transaction and submit the Proposed Transaction to a vote of the Limited Partners. The GP Board also confirmed Ms. Argo’s and Mr. Vivar’s membership on the Conflicts Committee and that they continued to satisfy the requirements under the Partnership Agreement to serve on the Conflicts Committee. In addition, the GP Board formally authorized the Conflicts Committee to retain legal and financial advisors in its sole discretion and ratified any previous actions taken by the Conflicts Committee.

After adoption of these resolutions, Ms. Argo informed the participants that the Conflicts Committee had been interviewing financial advisors and expected to select a financial advisor in the coming days.

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After the GP Board meeting, the Conflicts Committee met with Gibson Dunn to discuss the selection of the Conflicts Committee’s independent financial advisor. The Conflicts Committee ultimately selected Evercore Group L.L.C. (“Evercore”) as its financial advisor with respect to the Proposed Transaction.

On April 8, 2022, Evercore sent an initial list of due diligence requests and topics for discussion regarding Diamondback’s and Rattler’s financial positions and financial projections to J.P. Morgan.

On April 11 and April 12, 2022, J.P. Morgan, on behalf of Diamondback, granted to Evercore and Gibson Dunn, respectively, access to a virtual data room containing legal and financial due diligence materials and certain financial projections with respect to Rattler.

On April 11, 2022, Gibson Dunn delivered an initial legal due diligence request list to Akin Gump. Later that day, Akin Gump distributed an initial draft of the Merger Agreement to Gibson Dunn. The initial draft of the Merger Agreement, among other things, (i) provided that the obligations of Diamondback and Rattler to consummate the Merger would be conditioned on, among other conditions, the continued effectiveness of the Written Consent, (ii) contained customary representations and warranties of the parties, (iii) included affirmative and negative covenants relating to each party’s respective business during the period between execution of the Merger Agreement and closing of the Merger, including (A) an obligation of Diamondback to use commercially reasonable efforts not to enter into lines of business materially different from those in which Diamondback was involved on the signing date and (B) the express ability for Diamondback to effect any acquisition or disposition approved by the Diamondback Board so long as such acquisition or disposition would not reasonably be expected to cause the Closing to fail to occur before December 31, 2022 and (iv) provided for expense reimbursement to the terminating party in case of termination for material breach by the other party.

During the week of April 11, 2022, J.P. Morgan, on behalf of Diamondback, populated the virtual data room with responses to, and with respect to certain requests, responsive documents regarding, Evercore’s and Gibson Dunn’s due diligence information requests, including a list of follow up financial due diligence questions sent by Evercore to J.P. Morgan on April 13, 2022.

On April 14, 2022, Diamondback management, J.P. Morgan, Evercore, Akin Gump and Gibson Dunn participated in a conference call to discuss financial and legal due diligence matters, including with regard to development of the financial models for Diamondback and Rattler, Diamondback’s dividend, capital return and capital management expectations and the potential for future drop downs of assets from Diamondback to Rattler. Diamondback management noted on that call that they had not identified any further Diamondback assets as being available for drop down to Rattler.

Later on April 14, 2022, Akin Gump delivered to Gibson Dunn a list of responses and responsive documents in relation to Gibson Dunn’s April 11 legal due diligence request.

On April 15, 2022, representatives of Akin Gump discussed the status of the Conflicts Committee’s initial review of the Merger Agreement with representatives of Gibson Dunn.

On April 16, 2022, Evercore sent a list of additional follow up financial due diligence questions to J.P. Morgan.

On April 18, 2022, J.P. Morgan, on behalf of Diamondback, responded in writing to Evercore’s April 16 due diligence questions. Later on April 18, 2022, representatives of Diamondback management, J.P. Morgan, Evercore, Akin Gump and Gibson Dunn participated in a conference call to discuss outstanding due diligence items, including regarding expected tax effects of the Proposed Transaction on the Public Unitholders.

Also on April 18, 2022, Akin Gump provided to Gibson Dunn additional responses to Gibson Dunn’s April 11 legal due diligence request. Later that evening, Gibson Dunn sent to Akin Gump a supplemental legal due diligence request list.

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On April 19, 2022, Akin Gump and Gibson Dunn communicated regarding the legal analysis on whether the Merger is reportable under the HSR Act. Both legal counsels determined that the Merger would not be reportable under the HSR Act.

On April 19 and 20, 2022, Akin Gump provided to Gibson Dunn responses and documents responsive to Gibson Dunn’s April 18 legal due diligence request.

On April 21, 2022, the Conflicts Committee met with representatives of Gibson Dunn and Evercore to discuss the materials prepared by Evercore evaluating the Proposed Transaction based on the preliminary data provided by Diamondback.

On April 21, 2022, representatives of Akin Gump discussed the status of the Conflicts Committee’s initial review of the Merger Agreement with representatives of Gibson Dunn.

On April 25, 2022, the Conflicts Committee met with representatives of Gibson Dunn and Evercore, at which meeting Evercore reviewed the materials prepared by Evercore evaluating the Proposed Transaction, which had been updated based on market data. The Conflicts Committee discussed with its advisors a potential counterproposal with respect to the Proposed Transaction to be reflected in a counterproposal letter. After such discussion, the Conflicts Committee members unanimously agreed to reject the original proposal made by Diamondback and to make a counterproposal whereby Diamondback would acquire all of the Public Common Units at a value of $17.50 per Public Common Unit payable in Common Stock (the “First Committee Counterproposal”), which implied an exchange ratio of 0.1345 shares of Common Stock for each Public Common Unit based on the respective closing market prices of the Common Stock and the Common Units as of April 22, 2022. The Conflicts Committee members also unanimously agreed that, on the Conflicts Committee’s behalf, Evercore should deliver the First Committee Counterproposal to J.P. Morgan and Gibson Dunn should deliver to Diamondback a letter setting forth the First Committee Counterproposal. The Conflicts Committee and representatives of Gibson Dunn and Evercore also discussed the issues list prepared by Gibson Dunn regarding the draft Merger Agreement provided by Akin Gump and a revised draft of the Merger Agreement prepared by Gibson Dunn, which, among other things, (i) pared back representations and warranties and interim covenants with respect to Rattler; (ii) added additional representations and warranties and interim covenants with respect to Diamondback; (iii) added the requirement for Rattler to continue to make distributions of no less than $0.30 per Common Unit through Closing; (iv) deleted the express ability of Diamondback to enter into or effect any acquisition or disposition approved by the Diamondback Board so long as such acquisition or disposition would not reasonably be expected to cause the Closing to fail to occur before December 31, 2022; and (v) reserved for approval of the Proposed Transaction by a majority of the Public Common Units (the “Majority of the Minority Approval”). The Conflicts Committee members confirmed agreement with Gibson Dunn’s proposed changes in the revised draft of the Merger Agreement and directed Gibson Dunn to send the revised draft of the Merger Agreement to Akin Gump after the First Committee Counterproposal had been delivered to Diamondback.

Later that evening, representatives of Evercore called J.P. Morgan to verbally deliver the First Committee Counterproposal on behalf of the Conflicts Committee.

Also on April 25, 2022, Merger Sub was formed in Delaware as a wholly owned subsidiary of Diamondback.

In the morning of April 26, 2022, Gibson Dunn delivered the letter setting forth the First Committee Counterproposal to Diamondback on behalf of the Conflicts Committee and then sent the revised draft of the Merger Agreement to Akin Gump.

Later on April 26, 2022, the Diamondback Board held a regularly scheduled meeting, at which Diamondback management updated the Diamondback Board on the progress of negotiations with the Conflicts Committee, and the Diamondback Board provided strategic direction to Diamondback management regarding continuing negotiations.

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Later on April 26, 2022, Akin Gump and Gibson Dunn held a conference call to discuss certain of the Conflicts Committee’s comments to and questions in the draft Merger Agreement, including requested clarifications regarding the status and terms of Partnership Phantom Units, certain dates in the draft Merger Agreement and the expense reimbursement cap. Akin Gump also advised Gibson Dunn that Diamondback was not willing to agree to the inclusion of the Majority of the Minority Approval condition in the Merger Agreement.

On April 27, 2022, Akin Gump, on behalf of Diamondback, delivered to the Conflicts Committee, Gibson Dunn and Evercore a response letter to the Conflicts Committee’s April 26 letter, along with a revised draft of the Merger Agreement. Diamondback’s letter included a counterproposal to acquire all of the Public Common Units at an exchange ratio of 0.1125 shares of Common Stock for each Public Common Unit (an implied value of $14.11 per Common Unit based on the previous day’s closing prices) (the “Second Diamondback Proposal”). The revised draft of the Merger Agreement, among other things: (i) added back the express ability of Diamondback to enter into or effect any acquisition or disposition approved by the Diamondback Board so long as such acquisition or disposition would not reasonably be expected to cause the Closing to fail to occur before December 31, 2022; (ii) accepted certain changes made by Gibson Dunn to the representations and warranties and interim covenants with respect to Rattler and Diamondback, respectively; (iii) accepted the requirement for Rattler to continue to make distributions of no less than $0.30 per Common Unit through Closing; and (iv) removed reservation by the Conflicts Committee of the request for Majority of the Minority Approval.

Later that day, the Conflicts Committee met with representatives of Gibson Dunn and Evercore to discuss the Second Diamondback Proposal and the further revised draft Merger Agreement sent by Akin Gump. After such discussion, the Conflicts Committee members unanimously agreed to reject the Second Diamondback Proposal and that, on the Conflicts Committee’s behalf, Evercore should verbally deliver to J.P. Morgan a counterproposal at an exchange ratio of 0.1290 shares of Common Stock for each Public Common Unit (the “Second Committee Counterproposal”), which Evercore did after the meeting.

On April 29, 2022, J.P. Morgan communicated to Evercore a counterproposal from Diamondback, which was characterized as Diamondback’s “best and final” offer, consisting of an exchange ratio of 0.1170 shares of Common Stock for each Public Common Unit (an implied value of $14.77 per Common Unit based on that day’s closing prices)(the “Third Diamondback Proposal”). J.P. Morgan informed Evercore, on behalf of Diamondback, that if the Third Diamondback Proposal was acceptable to the Conflicts Committee, Diamondback intended to announce the Proposed Transaction in its earnings release on May 2, 2022.

Later that evening, the Conflicts Committee met with representatives of Gibson Dunn and Evercore. The Conflicts Committee discussed with its advisors the Third Diamondback Proposal and representatives of Gibson Dunn provided the Conflicts Committee with an update on the discussion with Akin Gump regarding certain issues in the further revised draft Merger Agreement. After discussion, the Conflicts Committee members indicated that they would consider further a potential response to the Third Diamondback Proposal and convene at a later time.

Also on April 29, 2022, Gibson Dunn sent a request to Akin Gump for copies of the draft earnings releases and Quarterly Reports on Form 10-Q for the first quarter of 2022 for each of Diamondback and Rattler, for Gibson Dunn and Evercore to review for due diligence purposes. Later that evening, Akin Gump provided to Gibson Dunn the requested draft earnings releases and Quarterly Reports on Form 10-Q for each of Diamondback and Rattler.

On April 30, 2022, the Conflicts Committee met with representatives of Gibson Dunn and Evercore. The Conflicts Committee discussed with its advisors the materials prepared by Evercore regarding the Third Diamondback Proposal, a potential response to Diamondback, the issues list prepared by Gibson Dunn regarding the further revised draft Merger Agreement sent by Akin Gump and proposed revisions to the draft Merger Agreement prepared by Gibson Dunn. Gibson Dunn’s proposed revisions to the draft Merger Agreement

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included, among other things, (i) removal of certain non-operated joint ventures from the scope of representations and warranties by Rattler; (ii) permitting acquisitions or dispositions by Diamondback during the interim period between signing of the Merger Agreement and Closing so long as such acquisition or disposition would not reasonably be expected to prohibit, prevent or in any material respect impede or delay the Closing; and (iii) reinsertion of reservation for the Majority of the Minority Approval. After such discussion, the Conflicts Committee members unanimously agreed to make a counterproposal whereby Diamondback would acquire all Public Common Units either at an exchange ratio of 0.117 shares of Common Stock for each Public Common Unit, subject to the Majority of the Minority Approval, or at an exchange ratio of 0.120 shares of Common Stock for each Public Common Unit (the “Third Committee Counterproposal”). The Conflicts Committee members also unanimously agreed with Gibson Dunn’s proposed revisions to the draft Merger Agreement. The Conflicts Committee instructed Evercore to verbally deliver the Third Committee Counterproposal to J.P. Morgan and Gibson Dunn to deliver to Akin Gump the draft Merger Agreement markup following confirmation of the delivery of the Third Committee Counterproposal to J.P. Morgan.

Later that evening, Evercore called J.P. Morgan to deliver the Third Committee Counterproposal, after which Gibson Dunn sent the Merger Agreement markup reflective of the revisions approved by the Conflicts Committee to Akin Gump.

On May 1, 2022, Akin Gump sent drafts of Diamondback’s and Rattler’s Merger Agreement disclosure schedules and a draft of the Written Consent to Gibson Dunn. Later on May 1, in response to the Third Committee Counterproposal, J.P. Morgan communicated to Evercore that Diamondback rejected the Conflicts Committee’s counterproposals and reiterated its previously-offered exchange ratio of 0.1170 shares of Common Stock per Common Unit (the “Diamondback Response”). J.P. Morgan also informed Evercore that Diamondback planned to revise its draft earnings release at 3:00 p.m. that afternoon to remove discussion of the Proposed Transaction unless the Conflicts Committee agreed to Diamondback’s prior proposal.

Later that morning, the Conflicts Committee met with representatives of Gibson Dunn and Evercore to discuss the Diamondback Response and next steps. After such discussion, the Conflicts Committee members unanimously agreed that, on the Conflicts Committee’s behalf, Evercore should relay to J.P. Morgan that the Conflicts Committee (i) had not changed its position in the Third Committee Counterproposal and (ii) would disregard any deadlines presented by Diamondback. After the meeting, Evercore called J.P. Morgan to deliver the message on behalf of the Conflicts Committee. J.P. Morgan then informed Evercore that Diamondback would not change the terms of Diamondback Response.

Later that afternoon, the Conflicts Committee met with representatives of Gibson Dunn and Evercore. Evercore reported on the earlier call with J.P. Morgan. Further discussion regarding the Proposed Transaction then ensued among the Conflicts Committee, Gibson Dunn and Evercore. After such discussion, the Conflicts Committee members unanimously agreed that the Conflicts Committee would maintain its position reflected in the Third Committee Counterproposal and no further communication with Diamondback was needed at present.

On May 2, 2022, after trading closed on Nasdaq, Diamondback publicly announced its financial and operating results for the first quarter of 2022, as well as announcing an increase to its base and variable dividend, which did not include discussion of the Proposed Transaction. The next day, Diamondback’s stock price increased 6.75%, from $127.50 per share at market open to $136.11 per share at market close.

On May 3, 2022, after trading closed on Nasdaq, Rattler publicly announced its financial and operating results for the first quarter of 2022, as well as declared its first quarter distribution.

On May 6, 2022, Diamondback management updated the Diamondback Board regarding the current status of the Proposed Transaction and received direction to continue negotiating the transaction in accordance with the recommendation of Diamondback management. Diamondback’s stock price had increased 12.1% during the week, following its release of its first quarter earnings and dividend announcement, from $127.50 per share at market open on May 3 to $142.93 at market close on May 6.

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On May 7, 2022, Mr. Van’t Hof, together with J.P. Morgan, called Evercore to convey a revised proposal from Diamondback, which proposal was for an exchange ratio of 0.1066 shares of Common Stock for each Public Common Unit (the “Fourth Diamondback Proposal”). J.P. Morgan also relayed to Evercore, on behalf of Diamondback, that the proposed exchange ratio of 0.1066 shares of Common Stock for each Public Common Unit represented a 16.3% premium based on the closing market prices of the Common Stock and the Common Units as of May 6, 2022, and that if the Fourth Diamondback Proposal was acceptable to the Conflicts Committee, Diamondback would like to announce the Proposed Transaction on May 9, 2022.

On May 7, 2022, Akin Gump, on behalf of Diamondback, informed Gibson Dunn that it had no further substantive comments to the Merger Agreement other than Diamondback’s continued rejection of the Majority of the Minority Approval condition, and also noting that agreement regarding the exchange ratio was still outstanding.

Also on May 7, 2022, Gibson Dunn sent to Akin Gump comments on the draft Merger Agreement disclosure schedules for Rattler and the draft Written Consent. Later that evening, Akin Gump responded to Gibson Dunn with further minor edits to the Rattler disclosure schedules and accepting Gibson Dunn’s comments to the draft Written Consent.

On May 8, 2022, Akin Gump sent to Gibson Dunn a further revised draft of the Merger Agreement that, among other things, updated certain factual information in the representations and warranties.

Also on May 8, 2022, J.P. Morgan, on behalf of Diamondback, contacted Evercore to confirm their responses to certain of Evercore’s financial diligence questions.

Also on May 8, 2022, the Conflicts Committee met with representatives of Gibson Dunn and Evercore to discuss the materials prepared by Evercore regarding the Fourth Diamondback Proposal and potential responses. After such discussion, the Conflicts Committee members unanimously agreed that, on the Conflicts Committee’s behalf, Evercore should relay to J.P. Morgan (i) that the Conflicts Committee would reject the proposed exchange ratio of 0.1066 shares of Common Stock for each Public Common Unit, (ii) that the Conflicts Committee would not abide by any deadline proposed by Diamondback and (iii) that, in the Conflicts Committee’s view, the exchange ratio rather than premium was the appropriate metric by which to review, analyze and negotiate the Proposed Transaction.

After the meeting, Evercore called J.P. Morgan and Mr. Van’t Hof to deliver such message on behalf of the Conflicts Committee. J.P. Morgan then informed Evercore, on behalf of Diamondback, that the maximum exchange ratio Diamondback would agree to was 0.110 shares of Common Stock for each Public Common Unit.

Later that afternoon, the Conflicts Committee met with representatives of Gibson Dunn and Evercore to discuss the call among Evercore, J.P. Morgan and Mr. Van’t Hof and potential responses to Diamondback. After such discussion, the Conflicts Committee members unanimously agreed that, on the Conflicts Committee’s behalf, Evercore should relay to J.P. Morgan that the Conflicts Committee would consider an exchange ratio of 0.110 shares of Common Stock for each Public Common Unit subject to a one-way collar that would provide for a minimum value of $15.50 per Public Common Unit, which Evercore did later that evening. In response, J.P. Morgan informed Evercore, on behalf of Diamondback, that such one-way collar would not be acceptable to Diamondback.

On May 10, 2022, the Conflicts Committee met with representatives of Gibson Dunn and Evercore to discuss analyses that would be furnished by Evercore to the Conflicts Committee, market conditions and strategy in connection with the Conflict Committee’s evaluation and negotiation of the Proposed Transaction. After such discussion, the Conflicts Committee members directed Evercore to prepare an updated analysis of exchange ratios for the Conflicts Committee’s review.

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On May 12, 2022, the Conflicts Committee met with representatives of Gibson Dunn and Evercore to discuss updated analysis of exchange ratios prepared by Evercore, market conditions and strategy in connection with the Conflict Committee’s evaluation and negotiation of the Proposed Transaction. After such discussion, the Conflicts Committee members unanimously agreed that no communication with Diamondback was needed at present regarding the Proposed Transaction.

On May 13, 2022, J.P. Morgan and Evercore had calls to discuss potential exchange ratios.

On May 14, 2022, the Conflicts Committee met with representatives of Gibson Dunn and Evercore to discuss the calls between Evercore and J.P. Morgan, market conditions and strategy in connection with the Conflicts Committee’s evaluation and negotiation of the Proposed Transaction. After such discussion, the Conflicts Committee members unanimously agreed that Mr. Vivar, on behalf of the Conflicts Committee, should contact Mr. Van’t Hof to discuss the Proposed Transaction without making any proposal on behalf of the Conflicts Committee.

Mr. Vivar called Mr. Van’t Hof after the meeting. During the call, Mr. Van’t Hof stated Diamondback would currently agree to an exchange ratio of 0.1124 shares of Common Stock for each Public Common Unit.

Later that afternoon, the Conflicts Committee met with representatives of Gibson Dunn and Evercore to discuss potential responses to Diamondback, market conditions and negotiation strategy. After such discussion, the Conflicts Committee members unanimously agreed to adjourn and reconvene at a later time to continue the discussion.

In the morning of May 15, 2022, the Conflicts Committee met with representatives of Gibson Dunn and Evercore to discuss potential responses to Diamondback, market conditions and negotiation strategy. After such discussion, the Conflicts Committee members decided to adjourn and instructed Evercore to continue to analyze the fairness, from a financial point of view, of Diamondback’s proposed exchange ratio 0.1124 shares of Common Stock for each Public Common Unit.

Later that day, the Conflicts Committee again met with representatives of Gibson Dunn and Evercore to discuss, among other things, potential responses to Diamondback, Evercore’s analysis of exchange ratios, market conditions, negotiation strategy and next steps. After such discussion, the Conflicts Committee instructed Evercore to inform J.P. Morgan that the Conflicts Committee would not agree to an exchange ratio of 0.1124 shares of Common Stock for each Public Common Unit. Evercore called J.P. Morgan as instructed by the Conflicts Committee after the meeting and conveyed the Conflicts Committee’s message. In response, J.P. Morgan, on behalf of Diamondback, proposed an exchange ratio of 0.1129 shares of Common Stock for each Public Common Unit.

Later that afternoon, the Conflicts Committee met with representatives of Gibson Dunn and Evercore to discuss potential responses to Diamondback. After such discussion, the Conflicts Committee members unanimously agreed that Evercore should, on behalf of the Conflicts Committee, inform J.P. Morgan that the Conflicts Committee would consider a Proposed Transaction at an exchange ratio of 0.113 shares of Common Stock for each Public Common Unit (the “Exchange Ratio”), which implied a value of approximately $15.08 per Public Common Unit based on the closing price of the Common Stock as of May 13, 2022.

In the meantime, Mr. Van’t Hof discussed the Proposed Transaction with the members of the Diamondback Board.

After the Conflicts Committee meeting, Evercore called J.P. Morgan and Mr. Van’t Hof as instructed by the Conflicts Committee and informed them, on behalf of the Conflicts Committee, that the Conflicts Committee would consider a Proposed Transaction at the Exchange Ratio. In response, J.P. Morgan and Mr. Van’t Hof indicated, on behalf of Diamondback, that Diamondback would agree to the Exchange Ratio. Evercore then reported to the Conflicts Committee that Diamondback had agreed to the Exchange Ratio.

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Later on May 15, 2022, Akin Gump sent a final draft of the Merger Agreement to Gibson Dunn, including the Exchange Ratio. The parties also exchanged comments on a draft press release announcing the execution of the Merger Agreement.

Later that evening, the Diamondback Board approved the Merger Agreement and the Merger, including the final Exchange Ratio of 0.113 shares of Common Stock for each Public Common Unit, the Common Stock Issuance and the execution and delivery of the Written Consent by E&P.

Later that evening, the Conflicts Committee met with representatives of Gibson Dunn and Evercore. Gibson Dunn discussed the summary of the Merger Agreement prepared by Gibson Dunn. Following the presentation by Gibson Dunn, Evercore reviewed its financial analysis of the Exchange Ratio with the Conflicts Committee and rendered an oral opinion, confirmed by delivery of a written opinion dated May 15, 2022, to the Conflicts Committee to the effect that, as of such date and based on and subject to various procedures followed, assumptions made, matters considered and limitations and qualifications on the scope of review undertaken by Evercore, the Exchange Ratio provided for pursuant to the Merger Agreement was fair, from a financial point of view, to the Unaffiliated Unitholders. After all representatives of Evercore left the meeting, Gibson Dunn provided the Conflicts Committee with privileged legal advice. Thereafter, the Conflicts Committee, by unanimous vote, in good faith, (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are not adverse to the interest of Rattler, including the Public Unitholders, and approved the Merger Agreement and the transactions contemplated thereby, including the Merger, such approval constituting Special Approval thereof for all purposes under the Partnership Agreement, including Section 7.9(d) thereof, (b) recommended to the full GP Board the approval of the Merger Agreement, the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement and (c) recommended to the full GP Board that the GP Board resolve to direct that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to a vote of the Limited Partners for approval pursuant to Section 14.3 of the Partnership Agreement.

Shortly thereafter, the GP Board (acting upon the recommendation of the Conflicts Committee) unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are not adverse to the interest of Rattler, including the Public Unitholders, (b) authorized and approved the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger, (c) directed that the Merger Agreement be submitted to a vote of the Limited Partners and (d) authorized the Limited Partners to act by written consent pursuant to the terms of the Partnership Agreement.

Later that evening, E&P delivered the Written Consent and the parties executed the Merger Agreement. On May 16, 2022, Diamondback and Rattler issued a joint press release announcing the execution of the Merger Agreement.

Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties

The unanimous approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the members of the Conflicts Committee constitutes “Special Approval” under the Partnership Agreement. Under Section 7.9 of the Partnership Agreement, whenever a potential conflict of interest exists or arises between the General Partner or any of its affiliates, on the one hand, and Rattler, any subsidiary or any partner of Rattler, on the other hand, any resolution or course of action by the General Partner or its affiliates in respect of such conflict of interest will be permitted and deemed approved by all of the partners of Rattler and will not constitute a breach of the Partnership Agreement, any Group Member Agreement (as defined in the Partnership Agreement), or any other agreement contemplated by the Partnership Agreement, if the resolution or course of action is approved by Special Approval.

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Diamondback’s Rationale for the Merger

By unanimous written consent dated May 15, 2022, the Diamondback Board (i) determined that Merger Agreement, the Merger and the Common Stock Issuance are fair to, advisable and in the best interests of Diamondback and the Diamondback Stockholders, (ii) approved the Merger Agreement and the execution, delivery and performance of the Merger Agreement, including the Common Stock Issuance and (iii) authorized the execution and delivery of the Written Consent by E&P.

Diamondback considered the following factors as generally favorable with respect to the Merger and the transactions related thereto, including the Common Stock Issuance:

Diamondback viewed the following factors as generally negative or unfavorable in making a determination with respect to the Merger and the transactions related thereto, including the Common Stock Issuance:

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After taking into account all of the factors set forth above, as well as others, Diamondback concluded that the potential benefits of the Merger outweighed any negative or unfavorable considerations.

The foregoing discussion is not intended to be exhaustive, but it is intended to address the material information and principal factors considered by Diamondback in considering the Merger. In view of the number and variety of factors and the amount of information considered, Diamondback did not find it practicable to, and did not make specific assessments of, quantify or assign relative weights to, the specific factors considered in reaching its determination. In addition, Diamondback did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to its ultimate determination. Diamondback made its determination based on the totality of the information presented to, and the investigation conducted by, the Diamondback Board and Diamondback management. It should be noted that certain statements and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements.”

Approval of the Conflicts Committee and Its Reasons for Approval

At a meeting of the Conflicts Committee on May 15, 2022, the Conflicts Committee unanimously, in good faith, (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are not adverse to the interest of Rattler, including the Public Unitholders, and approved the Merger Agreement and the transactions contemplated thereby, including the Merger, such approval constituting Special Approval thereof for all purposes under the Partnership Agreement, including Section 7.9(d) thereof, (b) recommended to the full GP Board the approval of the Merger Agreement, the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, and (c) recommended to the full GP Board that the GP Board resolve to direct that the Merger Agreement and the transactions contemplated thereby, including the Merger, be submitted to a vote of the Limited Partners for approval pursuant to Section 14.3 of the Partnership Agreement.

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In evaluating the Merger Agreement and the transactions contemplated thereby and reaching its determination and approval, the Conflicts Committee considered information supplied by the management of Diamondback, consulted with its legal and financial advisors, and considered a number of factors. The Conflicts Committee also consulted with its legal counsel regarding its authority and duties.

The Conflicts Committee considered the following factors to be generally positive or favorable in making its determination and granting Special Approval of the Merger Agreement and the transactions contemplated thereby, including the Merger:

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The Conflicts Committee also considered the following factors relating to the procedural safeguards in making its determination that the Merger Agreement and the transactions contemplated thereby are not opposed to the interest of Rattler and the Public Unitholders and granting Special Approval:

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After taking into account all of the factors set forth above, as well as others, the Conflicts Committee concluded that the potential benefits of the Merger outweighed any negative or unfavorable considerations and determined that the Merger Agreement and the transactions contemplated thereby are not adverse to the interest of Rattler, including Public Unitholders.

The foregoing discussion of the information and factors considered by the Conflicts Committee is not intended to be exhaustive, but includes material factors the Conflicts Committee considered. In view of the variety of factors considered in connection with its evaluation of the Merger and the complexity of these matters, the Conflicts Committee did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors considered in making its determination and granting its approval. In addition, each of the members of the Conflicts Committee may have given differing weights to different factors. The Conflicts Committee granted its approval based on the totality of information presented to, and the investigation conducted by, the Conflicts Committee. It should be noted that certain statements and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements.”

Approval of the GP Board

On May 15, 2022, the GP Board (acting based upon the receipt of the approval and recommendation of the Conflicts Committee), by unanimous written consent (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are not adverse to the interest of Rattler, including the Public Unitholders, (b) authorized and approved the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger, (c) directed that the Merger Agreement be submitted to a vote of the Limited Partners and (d) authorized the Limited Partners to act by written consent pursuant to the terms of the Partnership Agreement.

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Unaudited Financial Projections of Diamondback and Rattler

In connection with the proposed Merger, management of Diamondback prepared and provided to the Conflicts Committee projections relating to Diamondback and Rattler, each on a standalone basis (without giving effect to the Merger) that included future financial and operating performance. A summary of these projections is included below to give Public Unitholders access to certain non-public unaudited prospective financial information that was made available to the Conflicts Committee and the GP Board in connection with their evaluation of the proposed Merger and to Evercore for use and consideration in its financial analysis and in preparation of its opinion to the Conflicts Committee.

Uncertainties are inherent in prospective financial information of any kind. The inclusion of the following summary projections in this information statement/prospectus should not be regarded as an indication that Diamondback, Rattler, the General Partner or their respective representatives considered or consider the projections to be necessarily predictive of actual future performance or events, and the summary projections set forth below should not be relied upon as such. None of Diamondback, Rattler, the General Partner or any of their respective affiliates, advisors, officers, directors or representatives has made or makes any representation or can give any assurance to any Limited Partner, Diamondback Stockholder or any other person regarding the ultimate performance of Diamondback or Rattler compared to the summarized information set forth below or that any such results will be achieved.

While Diamondback and Rattler provide public earnings guidance from time to time, Diamondback and Rattler do not as a matter of course publicly disclose other financial forecasts as to future earnings or financial performance or results because of, among other reasons, the uncertainty underlying assumptions and estimates. The Diamondback and Rattler projections summarized below were prepared by employees of Diamondback. The Diamondback and Rattler projections were only prepared for internal planning purposes and not with a view toward public disclosure or toward compliance with GAAP, the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for the preparation of prospective financial information. But, in the view of Diamondback’s management, the Diamondback and Rattler projections were prepared on a reasonable basis, reflected the best available estimates and judgments at the time they were given and presented, to the best of Diamondback management’s knowledge and belief at the time, the expected course of action and the expected future financial performance of Diamondback and Rattler. This information is not fact and should not be relied upon as necessarily predictive of actual future results, and readers of this information statement/prospectus are cautioned not to place undue reliance on the prospective financial information.

Neither Diamondback’s and Rattler’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

The Grant Thornton LLP reports incorporated by reference into this information statement/prospectus with respect to Diamondback and Rattler relate to the historical financial information of Diamondback and Rattler, respectively. Such reports do not extend to the projections included below and should not be read to do so. Neither the Diamondback Board nor the GP Board prepared, and none of the GP Board, the Conflicts Committee, the General Partner, Diamondback nor the Diamondback Board gives any assurance regarding, the summarized information.

The internal financial projections of Diamondback and Rattler are, in general, prepared primarily for internal use. Such internal forecasts are inherently subjective in nature, susceptible to interpretation and, accordingly, such forecasts may not be achieved. The internal financial forecasts also reflect numerous assumptions made by management, including material assumptions that may not be realized and are subject to

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significant uncertainties and contingencies, all of which are difficult to predict and many of which are beyond the control of Diamondback or Rattler. Diamondback management, consistent with past presentations to the Diamondback Board and public guidance, develops its financial forecasts according to several criteria. Additionally, any prospective mergers and acquisitions and any prospective projects were excluded from the financial projections. Accordingly, there can be no assurance that the assumptions made in preparing the internal financial forecasts upon which the following projected financial information was based will be realized. There will be differences between actual and forecasted results, and the differences may be material. The risk that these uncertainties and contingencies could cause the assumptions to fail to be reflective of actual results is further increased given the length of time in the future over which these assumptions apply. Any assumptions and projections in early periods could have a compounding effect on the projections shown for later periods. Thus, any failure of an assumption or projections to be reflective of actual results in an early period could have a greater effect on the projected results failing to be reflective of actual events in later periods.

All of these assumptions involve variables making them difficult to predict, and some are beyond the control of Diamondback and Rattler. Although Diamondback’s management believes that there was a reasonable basis for its projections and underlying assumptions, any assumptions for near-term projected cases remain uncertain, and become less predictive with the length of the forecasted period. The projections are forward-looking statements and are subject to risks and uncertainties. See the section of this information statement/prospectus entitled “Cautionary Statement Regarding Forward-Looking Statements.”

The following tables set forth a summary of the projections with respect to Diamondback and Rattler for 2022 through 2026 that Diamondback management prepared solely for informational purposes at the request of the Conflicts Committee.

Certain Unaudited Financial Projections of Diamondback

The following table sets forth certain summarized unaudited prospective financial and operating information with respect to Diamondback for the fiscal years 2022 through 2026 on a standalone basis prepared by Diamondback management (the “Diamondback Financial Projections”). The information was based on financial and operating information developed by Diamondback management.

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Certain Unaudited Financial Projections of Rattler

The following table sets forth certain summarized unaudited prospective financial and operating information with respect to Rattler for the fiscal years 2022 through 2026 on a standalone basis prepared by Diamondback management (the “Rattler Financial Projections”). The information was based on financial and operating information developed by Diamondback management.

The above measures are not measures of financial performance under GAAP, and should not be considered as alternatives to net income (loss), operating income, cash from operations or any other measure of financial performance or liquidity presented in accordance with GAAP. Diamondback’s and Rattler’s computations of the above measures may differ from similarly titled measures used by other companies.

NONE OF DIAMONDBACK, RATTLER, THE GENERAL PARTNER (OR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS OR MANAGERS) INTENDS TO UPDATE OR OTHERWISE REVISE THE PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IF ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH PROJECTIONS ARE NO LONGER APPROPRIATE.

Opinion of Evercore – Financial Advisor to the Conflicts Committee

The Conflicts Committee retained Evercore to act as financial advisor to the Conflicts Committee in connection with evaluating the proposed Merger. On May 15, 2022, at a meeting of the Conflicts Committee and at the request of the Conflicts Committee, Evercore rendered its oral opinion to the Conflicts Committee that, as of May 15, 2022, and based upon and subject to the factors, procedures, assumptions, qualifications and limitations set forth in its opinion, the Exchange Ratio is fair, from a financial point of view, to the Unaffiliated Unitholders. Evercore subsequently confirmed its oral opinion in a written opinion on the same date.

The full text of the written opinion of Evercore, dated as of May 15, 2022, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached hereto as Annex B to this information statement/prospectus. You are urged to read Evercore’s opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the

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Conflicts Committee in connection with its evaluation of the fairness of the Exchange Ratio, from a financial point of view, to the Unaffiliated Unitholders, and did not address any other aspects or implications of the Merger. Evercore’s opinion should not be construed as creating any fiduciary duty on Evercore’s part to any party and such opinion was not intended to be, and does not constitute, a recommendation to the Conflicts Committee or to any other persons in respect of the Merger, including as to how any Rattler unitholder should act or vote in respect of the Merger. The summary of the Evercore opinion set forth herein is qualified in its entirety by reference to the full text of the opinion included as Annex B.

In connection with rendering its opinion and performing its related financial analysis, Evercore, among other things:

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For purposes of its analysis and opinion, Evercore assumed and relied upon the accuracy and completeness of the financial and other information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, without any independent verification of such information (and Evercore has not assumed responsibility or liability for any independent verification of such information). Evercore further relied upon the assurances of the management of Diamondback that they are not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the Rattler Financial Projections (as defined below) and the Diamondback Financial Projections (as defined below), Evercore assumed with consent of the Conflicts Committee that such data have been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Diamondback as to the future financial performance of Rattler and Diamondback, respectively. Evercore expressed no view as to the Rattler Financial Projections of the Diamondback Financial Projections or the assumptions on which they are based.

For purposes of its analysis and opinion, Evercore assumed, in all respects material to its analysis, that the final executed Merger Agreement would not differ from the draft merger agreement reviewed by Evercore, that the representations and warranties of each party contained in the Merger Agreement are true and correct, that each party will perform all of the covenants and agreements required to be performed by it under the Merger Agreement and that all conditions to the Closing will be satisfied without waiver or modification thereof. Evercore further assumed, in all respects material to its analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the Closing will be obtained without any delay, limitation, restriction or condition that would have an adverse effect on Rattler, Diamondback or the Closing or reduce the contemplated benefits of the Merger to the Unaffiliated Unitholders.

Evercore has not conducted a physical inspection of the properties or facilities of Rattler or Diamondback and has not made or assumed any responsibility for making any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of Rattler or Diamondback, nor has Evercore been furnished with any such valuations or appraisals, nor has Evercore evaluated the solvency or fair value of Rattler or Diamondback under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion is necessarily based upon information made available to Evercore as of the date hereof and financial, economic, market and other conditions as they exist and as can be evaluated on the date hereof. It is understood that subsequent developments may affect Evercore’s opinion and that Evercore does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness to the Unaffiliated Unitholders, from a financial point of view, of the Exchange Ratio. Evercore did not express any view on, and its opinion did not address, the fairness of the Merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of Rattler, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Rattler or the General Partner, or any class of such persons, whether relative to the Exchange Ratio or otherwise. Evercore was not asked to, nor did it express any view on, and its opinion did not address, any other term or aspect of the Merger Agreement or the Merger, including, without limitation, the structure or form of the Merger, or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger Agreement. Evercore’s opinion did not address the relative merits of the Merger as compared to other business or financial strategies that might be available to Rattler, nor did it address the underlying business decision of Rattler to engage in the Merger. Evercore did not express any view on, and its opinion does not address, the value of the Diamondback Common Stock when issued pursuant to the Merger Agreement or the prices at which the Diamondback Common Stock or the Common Units will trade at any time, including following announcement or Closing. In arriving at its opinion, Evercore was not authorized to solicit, and did not solicit, interest from any third party with respect to the acquisition of any or all of the Common Units or any business combination or other extraordinary transaction involving Rattler. Evercore’s opinion did not constitute a recommendation to the Conflicts Committee or to any other persons in respect of the Merger, including as to how any holder of Common Units should vote or act in

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respect of the Merger. Evercore did not express any opinion as to the potential effects of volatility in the credit, financial and stock markets on Rattler or the Merger or as to the impact of the Merger on the solvency or viability of Rattler or the ability of Rattler to pay its obligations when they come due. Evercore expressed no view or opinion as to the tax impact of the Merger on any person or entity. Evercore is not a legal, regulatory, accounting or tax expert and assumed the accuracy and completeness of assessments by Rattler and its advisors with respect to legal, regulatory, accounting and tax matters.

Set forth below is a summary of the material financial analyses performed by Evercore and reviewed with the Conflicts Committee on May 15, 2022, in connection with rendering Evercore’s opinion to the Conflicts Committee. Each analysis was provided to the Conflicts Committee. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. In connection with arriving at its opinion, Evercore considered all of its analyses as a whole, and the order of the analyses described and the results of these analyses do not represent any relative importance or particular weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on May 15, 2022, and is not necessarily indicative of current market conditions.

Throughout the “Analysis of Rattler” and the “Analysis of Diamondback” below, the term “EBITDA,” as used in connection with Evercore’s various financial analyses, means the relevant company’s estimated earnings before interest, taxes, depreciation and amortization. In the case of Rattler and Diamondback, the term “EBITDA” means adjusted EBITDA, as used by Diamondback’s management and defined above under “The Merger—Unaudited Financial Projections of Diamondback and Rattler.”

The following summary of financial analyses includes information presented in tabular format. These tables must be read together with the text of each summary in order to fully understand the financial analyses performed by Evercore. The tables alone do not constitute a complete description of the financial analyses performed by Evercore. Considering the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Evercore’s financial analyses.

Analysis of Rattler

Assumptions with Respect to Rattler

Evercore performed a series of financial analyses to derive indicative valuation ranges for the Common Units. Financial data for Rattler utilized in the financial analyses described below were based upon, among other things, the unaudited, non-public financial projections for Rattler prepared and furnished by management of Diamondback (the “Rattler Financial Projections”). A summary of the Rattler Financial Projections is available in “The Merger—Unaudited Financial Projections of Diamondback and Rattler” above. The Rattler Financial Projections were not adjusted by Evercore.

Discounted Cash Flow Analysis

Evercore performed a discounted cash flow analysis of Rattler by valuing the cash flows to be received by Rattler based on the Rattler Financial Projections during both a five-year and a nine-year period. Evercore calculated the per unit value range for the Common Units by utilizing a range of discount rates based on Rattler’s Weighted Average Cost of Capital (“WACC”), as estimated by Evercore based on a theoretical Capital Asset Pricing Model (“CAPM”) and terminal values based on a range of estimated EBITDA multiples and perpetuity growth rates.

To value the cash flow generated by Rattler’s equity method investments, Evercore applied a discounted distribution analysis, discounting projected distributions from Rattler’s equity method investments less

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contributions made to the equity method investments during both a five-year period and a nine-year period which were added to the five-year and nine-year discounted cash flow analyses, respectively. For the equity method investments, Evercore discounted net distributions using cost of equity discount rates of 9.0% to 10.0% based on CAPM and a terminal yield range of 7.0% to 9.0%. This analysis resulted in a range of values of $969 million to $1,203 million for the five-year period and $955 million to $1,150 million for the nine-year period; the midpoint of the values equaled $1,071 million for the five-year method and $1,041 million for the nine-year method.

For the Rattler discounted cash flow analysis, Evercore assumed a range of discount rates of 9.5% to 10.5% based on Rattler’s WACC, a range of EBITDA multiples of 7.0x to 8.5x applied to Rattler’s terminal period EBITDA and a range of perpetuity growth rates of 0.5% to 1.5% applied to Rattler’s cash flows and added the range of values for the equity method investments based on the five-year and nine-year assumptions, as applicable, to derive a range of enterprise values. Evercore adjusted such enterprise values for debt and cash as of March 31, 2022, and divided the resulting equity values by the number of Common Units outstanding as of March 31, 2022. The discounted cash flow analysis utilizing the EBITDA multiple terminal value methodology resulted in an implied equity value per Common Unit range of $12.95 to $16.49 for the five-year period and $13.88 to $17.08 for the nine-year period. The discounted cash flow analysis utilizing the perpetuity growth rate methodology to calculate terminal value resulted in an implied equity value per Common Unit range of $13.45 to $16.34 for the five-year period and $14.32 to $17.05 for the nine-year period.

Peer Group Trading Analysis

Evercore performed a peer group trading analysis of Rattler by reviewing and comparing the market values and trading multiples of the following 31 publicly traded corporations and partnerships that Evercore deemed to have certain characteristics that are similar to those of Rattler, including companies providing services in produced water gathering and disposal, fresh water delivery, crude oil gathering, crude and NGL long-haul pipeline, gas gathering and processing and commercial office real estate:

Produced Water Gathering & Disposal:

Fresh Water Delivery:

Crude Oil Gathering:

Crude and NGL Long-Haul Pipeline:

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Gas Gathering and Processing:

Commercial Office Real Estate:

Although the peer groups were utilized to value the Common Units for purposes of this analysis, no corporation or partnership used in the analysis is identical or directly comparable to Rattler. In order to calculate peer group trading multiples, Evercore relied on publicly available filings with the SEC and equity research analyst estimates.

For produced water gathering and disposal, fresh water delivery, crude oil gathering and commercial real estate corporations and partnerships, Evercore calculated the following trading multiples:

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For produced water gathering and disposal, fresh water delivery, crude oil gathering, crude and NGL long-haul pipeline and gas gathering and processing corporations and partnerships, Evercore calculated the following trading multiples:

The mean and median Enterprise Value to EBITDA trading multiples of the produced water gathering and disposal, fresh water and crude oil gathering and commercial real estate corporations and partnerships are set forth below.

The table below includes relevant multiple ranges selected by Evercore based on the resulting ranges of Enterprise Value to EBITDA multiples and certain other considerations related to the specific characteristics of Rattler noted by Evercore.

After adding the range of values for Rattler’s equity method investments as defined in the Discounted Cash Flow Analysis section above and utilizing the nine-year projection period, adjusting for debt and cash as of March 31, 2022, and dividing by number of Common Units outstanding as of March 31, 2022, Evercore determined an implied equity value per Common Unit range of (i) $12.47 to $16.10 based on 2022 EBITDA and (ii) $10.97 to $14.62 based on 2023 EBITDA. Evercore noted the full range of Common Unit values implied by the analyses to be $10.97 to $16.10.

The mean and median Price to Distributable Cash Flow trading multiples for the corporations and partnerships providing services in produced water gathering and disposal, fresh water delivery, crude oil gathering, crude and NGL long-haul pipelines, and gas gathering and processing are set forth below.

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The table below includes relevant multiple ranges selected by Evercore based on the resulting range of Price to Distributable Cash Flow multiples and certain other considerations related to the specific characteristics of Ratter noted by Evercore.

Evercore determined an implied equity value per Common Unit range of (i) $9.83 to $13.93 based on 2022 alternative distributable cash flow, defined as EBITDA net of equity method investment EBITDA plus equity method investment distributions less net interest and less cash taxes (“Alternative Distributable Cash Flow”) and (ii) $10.14 to $13.82 based on 2023 Alternative Distributable Cash Flow and noted that the full range implied by the analysis equaled $9.83 to $13.93.

Sum-of-the-Parts Peer Group Trading Analysis

In addition to the peer group trading analysis described above, Evercore also performed a sum-of-the-parts peer group trading analysis to derive an indicative valuation range for Common Units by valuing the following distinct businesses and cost centers of Rattler:

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Evercore estimated the enterprise value range of Rattler by aggregating the implied enterprise value ranges of each segment, adjusting for Rattler’s equity method investments by adding the value of the equity method investments based on the nine-year analysis as described above, and subtracting the range of enterprise values for Corporate G&A as described further herein. The sum of the implied enterprise values from the Sum-of-the-Parts Peer Group Trading analyses based on 2022 EBITDA after adjusting for the value of the equity method investments and for debt and cash as of March 31, 2022, and dividing by the number of Common Units as of March 31, 2022, resulted in an implied equity value range per Common Unit of $12.75 to $16.51. The sum of the implied enterprise values from the Sum-of-the-Parts Peer Group Trading analyses based on 2023 EBITDA after adjusting for the value of the equity method investments, debt and cash as of March 31, 2022, and dividing by the number of Common Units as of March 31, 2022, resulted in an implied equity value range per Common Unit of $10.51 to $14.30. Evercore noted that the full range of Common Unit values implied by the analyses equaled $10.51 to $16.51.

Although in the case of each segment the respective peer groups were compared to the corresponding business segment for purposes of the analysis, no company or partnership used in the respective peer group analyses is identical or directly comparable to the respective business segments. In order to calculate respective peer group trading multiples, Evercore relied on publicly available filings with the SEC and equity research analyst estimates.

Evercore performed a peer group trading analysis of Produced Water Gathering & Disposal by reviewing and comparing the market values and trading multiples of the three produced water gathering & disposal corporations and partnerships named above that Evercore deemed to have certain characteristics that are similar to those of Rattler’s Produced Water Gathering & Disposal business.

For each company or partnership, Evercore calculated the trading multiples for Enterprise Value/2022 EBITDA and Enterprise Value/2023 EBITDA, which are defined above.

The table below includes the relevant multiple ranges selected by Evercore based on the resulting range of multiples and certain other considerations related to the specific characteristics of the assets noted by Evercore.

Utilizing the reference range above, Evercore derived a range of implied Enterprise Values for the Produced Water Gathering & Disposal business.

Evercore performed a peer group trading analysis of Fresh Water by reviewing and comparing the market values and trading multiples of the two fresh water companies named above that Evercore deemed to have certain characteristics that are similar to those of the Fresh Water Delivery business.

For each of the companies, Evercore calculated the trading multiples for Enterprise Value/2022 EBITDA and Enterprise Value/2023 EBITDA, which are defined above.

The table below includes relevant multiple ranges selected by Evercore based on the resulting range of multiples and certain other considerations related to the specific characteristics of the business noted by Evercore.

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Utilizing the reference range above, Evercore derived a range of implied Enterprise Values for the Fresh Water Delivery business.

Evercore performed a peer group trading analysis of the Crude Oil Gathering business by reviewing and comparing the market values and trading multiples of the four crude oil gathering partnerships named above that Evercore deemed to have certain characteristics that are similar to those of the Crude Oil Gathering business.

For each partnership, Evercore calculated the trading multiples for Enterprise Value/2022 EBITDA and Enterprise Value/2023 EBITDA, which are defined above.

The table below includes relevant multiple ranges selected by Evercore based on the resulting range of multiples and certain other considerations related to the specific characteristics of the assets noted by Evercore.

Utilizing the reference range above, Evercore derived a range of implied Enterprise Values for the Crude Oil Gathering business.

Evercore performed a peer group trading analysis of the Real Estate business by reviewing and comparing the market values and trading multiples of the ten real estate corporations and REITs named above that Evercore deemed to have certain characteristics that are similar to those of the Real Estate assets.

For each of the peer group corporations and REITs, Evercore calculated the trading multiples for Enterprise Value/2022 EBITDA and Enterprise Value/2023 EBITDA, which are defined above.

The table below includes relevant multiple ranges selected by Evercore based on the resulting range of multiples and certain other considerations related to the specific characteristics of the assets noted by Evercore.

Utilizing the reference range above, Evercore derived a range of implied Enterprise Values for the Real Estate assets.

Evercore valued Corporate G&A for Rattler using weighted average EBITDA multiples based on the aforementioned businesses and assets (a. – d.) for 2022 and 2023 of 7.3x to 8.9x and 6.0x to 7.6x, respectively, and applied such multiple ranges to 2022 and 2023 projected corporate G&A expenses, respectively, to derive a range of enterprise values for Corporate G&A.

Evercore added the value of Rattler’s equity method investments based on the nine-year analysis as described above, with a range of $955 million to $1,150 million for the nine-year period.

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Sum-of-the-Parts Precedent M&A Transaction Analysis

Evercore also performed a series of precedent M&A transaction analyses to derive an indicative valuation range for the Common Units based on a sum-of-the-parts approach aggregating the enterprise values of the distinct businesses and assets of Rattler.

Evercore estimated the enterprise value range of Rattler by aggregating the implied enterprise value ranges of each of Rattler’s businesses and assets, adjusting for Rattler’s equity method investments by adding the value of equity method investments based on the nine-year analysis as described above, and subtracting the range of enterprise values for Corporate G&A as described further herein. The sum of the implied enterprise values from the Sum-of-the-Parts Precedent Transaction analyses after adjusting for the value of the equity method investments and for debt and cash as of March 31, 2022, and dividing by the number of Common Units outstanding as of March 31, 2022, resulted in an implied equity value per Common Unit of $12.96 to $17.41.

Evercore reviewed transactions involving produced water gathering and disposal assets announced since September 2015 and selected 16 transactions, although Evercore noted that none of the selected transactions or the entities that participated in the selected transactions were directly comparable to the Produced Water Gathering and Disposal business:

Evercore noted that the mean and median of the implied Enterprise Value to EBITDA multiples for the selected Produced Water Gathering and Disposal transactions were equal to 7.5x and 8.3x, respectively.

Based on Evercore’s review of the above precedent transactions, Evercore selected a range of relevant implied multiples of Enterprise Value to EBITDA of 7.0x to 9.0x. Evercore then applied these ranges of selected multiples to 2022 EBITDA for the Produced Water Gathering and Disposal business.

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Evercore reviewed transactions involving fresh water assets announced since June 2014 and selected seven transactions involving assets that Evercore deemed to have certain characteristics that are similar to those of the Fresh Water business, although Evercore noted that none of the selected transactions or the entities that participated in the selected transactions were directly comparable to the Fresh Water business:

Evercore noted that the mean and median of the implied Enterprise Value to EBITDA multiples for the selected Fresh Water transactions were equal to 6.8x and 7.4x, respectively.

Based on Evercore’s review of the above precedent transactions, Evercore selected a range of relevant implied multiples of Enterprise Value to EBITDA of 6.0x to 8.0x. Evercore then applied these ranges of selected multiples to 2022 EBITDA for Fresh Water to derive a range of enterprise values.

Evercore reviewed transactions involving crude oil gathering assets announced since August 2017 and selected 15 transactions involving assets that Evercore deemed to have certain characteristics that are similar to those of the Crude Oil Gathering business, although Evercore noted that none of the selected transactions or the entities that participated in the selected transactions were directly comparable to the Crude Oil Gathering business:

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Evercore noted that the mean and median of the implied Enterprise Value to EBITDA multiples for the selected Fresh Water transactions were equal to 11.1x and 9.7x, respectively.

Based on Evercore’s review of the above precedent transactions, Evercore selected a range of relevant implied multiples of Enterprise Value to EBITDA of 8.5x to 10.5x. Evercore then applied these ranges of selected multiples to 2022 EBITDA for Crude Oil Gathering to derive a range of enterprise values.

Evercore reviewed transactions involving real estate assets announced since September 2017 and selected five transactions involving assets that Evercore deemed to have certain characteristics that are similar to those of the Real Estate business, although Evercore noted that none of the selected transactions or the entities that participated in the selected transactions were directly comparable to the Real Estate business:

Evercore noted that the mean and median of the implied cap rate multiples for the selected Real Estate transactions were equal to 5.9% and 5.8%, respectively.

Based on Evercore’s review of the above precedent transactions, Evercore selected a range of relevant implied cap rates to enterprise value of 6.5% to 5.5%. Evercore then applied these ranges of selected cap rates to 2022 EBITDA for the Real Estate business to derive a range of enterprise values.

Evercore valued Corporate G&A for Rattler using a weighted average EBITDA multiple range of 7.3x to 8.9x for 2022 and 6.0x to 7.6x for 2023 based on the weighted average EBITDA multiple of each of Produced Water Gathering & Disposal, Fresh Water and Crude Oil Gathering for 2022 and 2023, respectively, and applied such multiple ranges to 2022 and 2023 Corporate G&A expense to derive a range of enterprise values associated with such costs.

Premiums Paid Analysis

As a reference analysis, Evercore also reviewed selected publicly-available information regarding historical premiums paid in merger and buy-in transactions involving MLPs, including the stock-for-unit/stock transactions listed below. Evercore considered that historically, MLP merger and buy-in premiums have varied widely based on specific considerations with respect to each transaction, with a range of -1.5% to 37.7% premium to one-day trailing price and a median premium of 10.0% for such stock-for-unit/stock transactions. Evercore noted that

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none of the selected transactions or the selected partnerships that participated in the selected transactions were directly comparable to the Merger or Rattler.

The median and mean premiums are set forth below:

Evercore applied relevant median merger and buy-in premiums to Rattler’s relevant Common Unit price as of May 13, 2022 to determine an implied equity value per unit of $14.14 to $15.79 for stock-for-unit/stock transactions and an implied equity value per unit of $14.59 to $16.05 for all transactions. In addition, Evercore applied relevant high and low merger and buy-in premiums to Rattler’s relevant Common Unit price to determine an implied equity value per unit of $12.65 to $22.20 for stock-for-unit/stock transactions and an implied equity value per unit of $12.65 to $25.60 for all transactions.

Analysis of Diamondback

Assumptions with Respect to Diamondback

Evercore performed a series of analyses to derive indicative valuation ranges for the Diamondback Common Stock. Evercore performed its analyses utilizing the unaudited, non-public financial projections for Diamondback

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prepared and furnished by management of Diamondback (the “Diamondback Financial Projections”). A summary of the Diamondback Financial Projections is available in “The Merger—Unaudited Financial Projections of Diamondback and Rattler” above. The Diamondback Financial Projections were not adjusted by Evercore.

Diamondback—Discounted Cash Flow Analysis

Evercore performed a discounted cash flow analysis of Diamondback by valuing the cash flows to be received by Diamondback based on the Diamondback Financial Projections during both a five-year and a nine-year period. Evercore calculated the per share value range for the Diamondback Common Stock by utilizing a range of discount rates based on Diamondback’s WACC, as estimated by Evercore based on the CAPM and terminal values based on a range of estimated EBITDA multiples and perpetuity growth rates.

Evercore assumed a range of discount rates of 9.0% to 10.0% based on CAPM, a range of EBITDA multiples of 4.5x to 5.5x applied to Diamondback’s terminal period EBITDA and a range of perpetuity growth rates of -0.25% to 0.25% applied to Diamondback’s cash flows and added the range of equity values of Diamondback’s equity method investments for the five-year and nine-year discounted cash flow analysis, as applicable, to derive a range of enterprise values. Such enterprise values were adjusted for debt and cash as of March 31, 2022, the noncontrolling interest in Viper based on the market value as of May 13, 2022 of units not owned by Diamondback or its affiliates as of March 31, 2022, and the value of the noncontrolling interest in Rattler based on the midpoint of the Common Unit value range of $12.95 to $16.49 based on the Rattler five-year discounted cash flow analysis and $13.88 to $17.08 based on the Rattler nine-year discounted cash flow analysis. The resulting equity values were divided by the number of shares of Common Stock outstanding as of March 31, 2022. The discounted cash flow analysis utilizing the EBITDA multiple methodology to calculate terminal value resulted in an implied equity value per share of Common Stock range of $118.53 to $145.37 for the five-year period and $120.82 to $144.33 for the nine-year period. The discounted cash flow analysis utilizing the perpetuity growth rate methodology to calculate terminal value resulted in an implied equity value per share of Common Stock range of $131.85 to $156.46 for the five-year period and $129.28 to $151.42 for the nine-year period.

Peer Group Trading Analysis

Evercore performed a peer group trading analysis of Diamondback by reviewing and comparing the market values and trading multiples of the following nine publicly traded companies that Evercore deemed to have certain characteristics that are similar to those of Diamondback:

Although the companies were utilized to value the Diamondback Common Stock for purposes of this analysis, no company used in the Peer Group Trading Analysis is identical or directly comparable to Diamondback. In order to calculate peer group trading multiples, Evercore relied on publicly available filings with the SEC and equity research analyst estimates.

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For the peer group corporations, Evercore calculated the following trading multiples:

The mean and median Enterprise Value to EBITDA trading multiples of the peer group corporations are set forth below.

The table below includes relevant multiple ranges selected by Evercore based on the resulting ranges of Enterprise Value to EBITDA multiples and certain other considerations related to the specific characteristics Diamondback noted by Evercore.

Diamondback’s enterprise value ranges were adjusted for the value of Diamondback’s equity method investments based on the nine-year analysis, and Diamondback’s equity value was determined by subtracting debt and cash as of March 31, 2022, the noncontrolling interest in Viper based on the market value as of May 13, 2022 of total units owned by entities other than Diamondback or its subsidiaries as of March 31, 2022, and the noncontrolling interest in Rattler based on the midpoint of the Rattler peer group trading analysis, resulting in a Common Unit value range of $12.47 to $16.10 based on 2022E EBITDA and $10.97 to $14.62 based on 2023E EBITDA. The resulting equity values were divided by the number of shares of Common Stock outstanding as of March 31, 2022. Evercore determined an implied equity value per share of Common Stock range of (i) $136.54 to $176.36 based on 2022 EBITDA and (ii) $126.62 to $162.21 based on 2023 EBITDA. Evercore noted the full range of value per share of Common Stock based on the Peer Group Trading Analysis equaled $126.62 to $176.36.

The mean and median Price to Cash Flow per share trading multiples of the peer group companies are set forth below:

The table below includes relevant multiple ranges selected by Evercore based on the resulting ranges of Price to Cash Flow per Share multiples and certain other considerations related to the specific characteristics of Diamondback noted by Evercore.

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Evercore determined an implied equity value per share of Diamondback Common Stock range of (i) $133.27 to $169.62 based on 2022 Cash Flow per Share and (ii) $138.85 to $170.90 based on 2023 Cash Flow per Share. Evercore noted the full range of value per share of Diamondback Common Stock based on the Peer Group Trading Analysis equaled $133.27 to $170.90.

Sum-of-the-Parts—Peer Group Trading Analysis

Evercore performed a peer group trading analysis to derive an indicative valuation range for the Diamondback Common Stock based on a sum-of-the-parts approach aggregating the enterprise values of the distinct segments of Diamondback.

Evercore estimated the enterprise value range of Diamondback by aggregating the implied enterprise value ranges of Diamondback’s standalone operations and adjusting for debt and cash as of March 31, 2022, Diamondback’s interest in Viper based on the market value as of May 13, 2022 and units owned by Diamondback or its subsidiaries as of March 31, 2022, and Diamondback’s interest in Rattler based on the unit value range implied by the Rattler Sum-of-the-Parts Peer Group Trading Analysis of $12.75 to $16.51 based on 2022E EBITDA and $10.51 to $14.30 based on 2023E EBITDA and units owned by Diamondback or its subsidiaries as of March 31, 2022. The resulting equity values were divided by the number of shares of Common Stock as of March 31, 2022, resulting in an implied equity value range per share of Common Stock of $154.77 to $191.83 based on 2022E EBITDA and $151.99 to $185.31 based on 2023E EBITDA. Evercore noted the full range of value per share of Common Stock based on the Sum-of-the-Parts Peer Group Trading Analysis equaled $151.99 to $191.83.

Evercore performed a peer group trading analysis of Diamondback by reviewing and comparing the market values and trading multiples of the following nine publicly traded companies that Evercore deemed to have certain characteristics that are similar to those of Diamondback:

Although the companies were utilized to value the Common Stock for purposes of this analysis, no company used in the Peer Group Trading Analysis is identical or directly comparable to Diamondback. In order to calculate peer group trading multiples, Evercore relied on publicly available filings with the SEC and equity research analyst estimates.

For the peer group corporations, Evercore calculated the following trading multiples:

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The mean and median Enterprise Value to EBITDA trading multiples of the peer group corporations are set forth below.

The table below includes relevant multiple ranges selected by Evercore based on the resulting range of Enterprise Value to EBITDA multiples and certain other considerations related to the specific characteristics Diamondback noted by Evercore.

Exchange Ratio Summary

Evercore analyzed the implied exchange ratios resulting from the various valuation methodologies utilized to value the Common Units and Common Stock. These valuation methodologies included five-year and nine-year Discounted Cash Flow Analyses, Peer Group Trading Analyses and Sum-of-the-Parts Peer Group Analyses. The low to high exchange ratio using five-year Discounted Cash Flow Analyses (EBITDA exit) was 0.0890x to 0.1391x. The low to high exchange ratio using five-year Discounted Cash Flow Analyses (perpetuity growth) was 0.0859x to 0.1239x. The low to high exchange ratio using nine-year Discounted Cash Flow Analyses (EBITDA exit) was 0.0962x to 0.1414x. The low to high exchange ratio using nine-year Discounted Cash Flow Analyses (perpetuity growth) was 0.0946x to 0.1319x. The low to high exchange ratio using Peer Group Trading Analyses (2022E and 2023E Enterprise Value/EBITDA(X)) was 0.0622x to 0.1272x. The low to high exchange ratio using Peer Group Trading Analyses (2022E and 2023E Price/Distributable Cash Flow) was 0.0575x to 0.1045x. The low to high exchange ratio using Sum-of-the-Parts Peer Group Analyses (2022E and 2023E EBITDA(X)) was 0.0548x to 0.1086x.

Evercore compared the results of the foregoing analyses to the Exchange Ratio of 0.1130x shares of Common Stock for each Common Unit held by the Unaffiliated Unitholders and noted that the Exchange Ratio was within or above the range of the implied exchange ratios for each of the valuation techniques reviewed by Evercore.

General

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by Evercore. In connection with the review of the Merger, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion to the Conflicts Committee. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all the analyses. In addition, Evercore may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Evercore with respect to the Exchange Ratio. No company used in the above analyses as a comparison is directly comparable to Rattler and no precedent transaction used is directly comparable to the Merger. Furthermore, Evercore’s analyses

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involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the corporations, MLPs or transactions used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Rattler and its advisors.

Evercore prepared these analyses solely for the information and benefit of the Conflicts Committee and for the purpose of providing an opinion to the Conflicts Committee as to whether the Exchange Ratio is fair, from a financial point of view, to the Unaffiliated Unitholders. These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates. The issuance of the opinion was approved by an opinion committee of Evercore.

Except as described above, the Conflicts Committee imposed no other instruction or limitation on Evercore with respect to the investigations made or the procedures followed by Evercore in rendering its opinion. The terms and conditions of the Merger Agreement and the related terms and conditions of the transaction were determined through arm’s-length negotiations between the Conflicts Committee and Diamondback. Evercore did not recommend any specific consideration to the Conflicts Committee or recommend that any specific consideration constituted the only appropriate consideration in the Merger. Evercore’s opinion was only one of many factors considered by the Conflicts Committee in its evaluation of the Merger and should not be viewed as determinative of the views of the Conflicts Committee with respect to the Merger or the Exchange Ratio.

Under the terms of Evercore’s engagement letter with Rattler and the Conflicts Committee, Rattler has agreed to pay Evercore a fee of $1,500,000 upon rendering its opinion and a closing fee of $1,000,000 upon Closing. Evercore also accrued a fee of $250,000 upon execution of its engagement letter with Rattler and the Conflicts Committee. A discretionary fee of up to an additional $250,000 may be payable, at the sole discretion of Conflicts Committee, upon Closing. In addition, Rattler has agreed to reimburse Evercore for its reasonable out-of-pocket expenses (including legal fees, expenses and disbursements) incurred in connection with its engagement and to indemnify Evercore and any of its members, officers, advisors, representatives, employees, agents, affiliates or controlling persons, if any, against certain liabilities and expenses arising out of its engagement, or to contribute to payments which any of such persons might be required to make with respect to such liabilities.

During the two-year period prior to the date hereof, Evercore and its affiliates have not been engaged to provide financial advisory or other services to Rattler or Diamondback or their affiliates and Evercore has not received any compensation from Rattler or Diamondback or their affiliates during such period. Evercore and its affiliates may provide financial advisory or other services to Rattler and Diamondback in the future, and in connection with any such services Evercore may receive compensation.

Evercore and its affiliates engage in a wide range of activities for its and their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, equity sales, trading and research, private equity, placement agent, asset management and related activities. In connection with these businesses or otherwise, Evercore and its affiliates and/or its or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products or other financial instruments of or relating to Rattler, Diamondback, potential parties to the Merger and/or any of their respective affiliates or persons that are competitors, customers or suppliers of Rattler or Diamondback.

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Golden Parachute Compensation

No executive officer or director of the General Partner is entitled to or will receive any severance payments or “golden parachute compensation” in connection with Merger.

No Dissenters’ or Appraisal Rights

The Public Unitholders will not have dissenters’ or appraisal rights in connection with the Merger under applicable law or contractual appraisal rights under the Partnership Agreement or the Merger Agreement.

Regulatory Matters

In connection with the Merger, Diamondback and Rattler each intends to make all required filings under the Securities Act and the Exchange Act, as well as any required filings or applications with Nasdaq. Diamondback and Rattler are unaware of any other requirement for the filing of information with, or the obtaining of the approval of, governmental authorities in any jurisdiction that is required for the consummation of the Merger.

The Merger is not reportable under the HSR Act, and therefore, no filings with respect to the Merger were required with the FTC or the DOJ.

Listing of Common Stock to be Issued in the Merger; Delisting and Deregistration of Common Units

Diamondback expects to obtain authorization to list the shares of Common Stock to be issued pursuant to the Merger Agreement on Nasdaq, subject to official notice of issuance, which approval is a condition to the Closing. Upon completion of the Merger, Common Units will cease to be listed on Nasdaq and will be subsequently deregistered under the Exchange Act.

Post-Closing Status of Rattler

After the consummation of the Merger, it is expected that Rattler will remain a wholly owned subsidiary of Diamondback. There are no definite plans to reorganize or transfer Rattler or any of its assets immediately following the Closing as of the date of this information statement/prospectus.

Accounting Treatment

The Merger will be accounted for in accordance with Financial Accounting Standards Board Accounting Standards Codification 810, Consolidation—Overall—Changes in a Parent’s Ownership Interest in a Subsidiary. As Diamondback controls Rattler and will continue to control Rattler after the Merger, the change in Diamondback’s ownership interest in Rattler will be accounted for as an equity transaction, and no gain or loss will be recognized in Diamondback’s consolidated statement of operations resulting from the Merger.

In addition, after the Closing, Diamondback will no longer reflect the ownership interest previously held by the Public Unitholders as noncontrolling interests on Diamondback’s consolidated balance sheet, nor will Diamondback attribute a portion of Rattler’s net income to these former unitholders on its consolidated statement of operations.

Litigation Relating to the Merger

On June 20, 2022, counsel of a purported Public Unitholder filed a lawsuit, entitled Brian Broking vs. Rattler Midstream LP, et al., in the United States District Court for the Southern District of New York. The plaintiff alleges, among other things, that the information statement/prospectus filed by Diamondback with the SEC on June 13, 2022 in connection with the proposed Merger contains materially incomplete and misleading information and omits material information with respect to the Merger in violation of Sections 14(a) and 20(a) of the Exchange Act. The plaintiff claims to seek, among other things, potential injunctive relief unless the defendants disclose the alleged omitted material information.

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Diamondback and Rattler believe that the claims asserted in this lawsuit are without merit and intend to defend against all claims asserted. Additional lawsuits arising out of or relating to the Merger Agreement and the transactions contemplated thereby may be filed in the future.

Interests of Certain Persons in the Merger

The Limited Partners should be aware that Rattler is controlled by Diamondback through its ownership of the General Partner. The General Partner owns all of the outstanding general partner interests in Rattler. As a result, Diamondback controls who is appointed to the GP Board and thereby could be seen as controlling all of Rattler’s decisions, other than those involving certain conflicts of interest with Diamondback or that require an affirmative vote of the Limited Partners pursuant to the Partnership Agreement. In addition, as of July 18, 2022, Diamondback, through E&P, its wholly owned subsidiary, beneficially owned all of Rattler’s 107,815,152 outstanding Class B Units, representing approximately 74% of Rattler’s total outstanding units.

Existing Relationships of Diamondback Officers with Rattler

Certain persons associated with Diamondback have a relationship with Rattler. Diamondback controls the General Partner as its sole member. Through its ownership of all of the limited liability company interests in the General Partner, Diamondback elects all members of the GP Board. Accordingly, Diamondback has appointed to the GP Board, and has the ability to remove from the GP Board, each of the directors of the General Partner, including, subject to the terms of the Merger Agreement restricting the removal of the Conflicts Committee members during the pendency of the Merger Agreement, each of the members of the Conflicts Committee.

In addition, certain of the directors and executive officers of the General Partner also serve as directors and/or officers of Diamondback (or one of its subsidiaries).

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The following table sets forth the beneficial ownership of Diamondback Common Stock and Rattler Common Units held by: (1) any person known by Diamondback and Rattler to be the beneficial owner of more than 5% of the outstanding shares of Common Stock or Common Units; (2) the directors and named executive officers of Diamondback, individually, and the directors and executive officers as a group; and (3) the directors and named executive officers of the General Partner, individually, and the directors and executive officers as a group. The percentages of ownership in the table are based on 173,626,224 shares of Common Stock outstanding as of July 18, 2022 and 38,445,342 Common Units outstanding as of July 18, 2022.

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THE MERGER AGREEMENT

This section of this information statement/prospectus describes the material provisions of the Merger Agreement but does not describe all of the terms of the Merger Agreement and may not contain all of the information about the Merger Agreement that is important to you. The following summary is qualified by reference to the complete text of the Merger Agreement, which is attached as Annex A to this information statement/prospectus and incorporated by reference herein. You are urged to read the full text of the Merger Agreement because it is the legal document that governs the Merger.

The Merger Agreement and this summary of its terms have been included to provide you with information regarding the terms of the Merger Agreement, and this summary is qualified in its entirety by the terms and conditions of the Merger Agreement. It is not intended to provide any other factual information about Diamondback, Rattler, the General Partner or their respective subsidiaries and affiliates. The Merger Agreement contains representations and warranties by each of the parties to the Merger Agreement that were made only for purposes of the Merger Agreement and as of specified dates. The representations, warranties and covenants in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. You should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Diamondback, Rattler, the General Partner or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may have changed after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Diamondback’s or Rattler’s public disclosures incorporated by reference in this information statement/prospectus. Capitalized terms used but not defined in this section shall have the respective meanings given to them in the Merger Agreement.

The Merger; Effective Time; Closing

Subject to the terms and conditions of the Merger Agreement and in accordance with Delaware law, at the Effective Time, (a) Merger Sub will merge with and into Rattler, with Rattler continuing as the surviving entity and a wholly owned subsidiary of Diamondback, and (b) each issued and outstanding Public Common Unit will be converted into the right to receive 0.113 of a share of Common Stock of Diamondback.

At the Effective Time, (i) each Partnership Phantom Unit, other than Director Phantom Units, that is outstanding immediately prior to the Effective Time, will cease to relate to or represent any right to receive Common Units and will be converted, at the Effective Time, into an award of Parent RSUs equal to the product of (A) the number of Common Units subject to the corresponding Partnership Phantom Unit as of immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, such product rounded up to the nearest whole share, and with such Parent RSUs otherwise on the same terms and conditions as were applicable to the corresponding Partnership Phantom Units, including any applicable payment timing provisions and distribution equivalent rights, as applicable (and, if applicable, dividend equivalent rights relating to dividends declared with respect to Common Stock during the period beginning at the Effective Time and ending on the date of settlement of such Parent RSU); and (ii) each Director Phantom Unit will become fully vested and automatically convert into the right to receive, with respect to each Common Unit subject thereto, the Merger Consideration plus any accrued but unpaid amounts in relation to distribution equivalent rights (and, if applicable, dividend equivalent rights relating to dividends declared with respect to Common Stock during the period beginning at the Effective Time and ending on the date of settlement of such Director Phantom Unit). The conversion of a Director Phantom Unit as provided in clause (ii) of the immediately preceding sentence shall be deemed a release of any and all rights the holder thereof had or may have had in respect of such Director Phantom Unit other than, from and after the Effective Time, the right to receive the Merger Consideration plus any accrued but unpaid amounts in relation to distribution equivalent rights (and dividend equivalent rights as described in such clause if applicable) in respect of each Common Unit subject to such converted Director Phantom Unit.

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From and after the Effective Time, the former holder of any Partnership Phantom Unit (other than the Director Phantom Units) will only be entitled to receive Parent RSUs in respect of such Partnership Phantom Unit, which Parent RSUs will include a right to receive payment of any amounts with respect to accrued distribution equivalent right payments as of the Closing (and dividend equivalent rights beginning at the Effective Time if applicable) in accordance with and subject to the same vesting, forfeiture, payment timing and other provisions as applied under the corresponding Partnership Phantom Unit. Each such Parent RSU will continue to have and be subject to the same vesting and other terms and conditions as applied to the corresponding Partnership Phantom Unit immediately before the Effective Time. If, as of the Effective Time, Diamondback does not have reserved for issuance a sufficient number of shares of Common Stock for delivery with respect to the Parent RSUs, Diamondback will take all corporate action necessary to reserve for issuance such number of shares of Common Stock.

At the Effective Time, (a) E&P will continue as a Limited Partner of Rattler and will continue to hold all of the outstanding Class B Units in Rattler, (b) by virtue of the Merger, Diamondback will be admitted as a Limited Partner of Rattler and will hold all of the outstanding Common Units in Rattler, (c) the General Partner will continue as the general partner of Rattler and (d) Rattler (as the surviving entity after the Merger) will continue without dissolution. Following the Closing, the Common Units will no longer be listed on Nasdaq.

Diamondback will not issue any fractional shares of Common Stock in the Merger. Instead of receiving any fraction of a share of Common Stock, all fractions of shares of Common Stock to which a Public Unitholder would otherwise have been entitled will be aggregated, rounded to three decimal places and entitle the holder to receive a cash payment, without interest, rounded to the nearest cent, equal to the product of (i) the aggregated amount of the fractional interest in shares of Common Stock to which such holder would otherwise be entitled and (ii) an amount equal to the average of the volume weighted average price per share of Common Stock on Nasdaq (as reported by Bloomberg L.P., or, if not reported therein, in another authoritative source mutually selected by Diamondback and the General Partner) on each of the ten consecutive trading days ending with the complete trading day immediately prior to the Closing Date.

The Effective Time will occur at such time as Diamondback and Rattler cause a certificate of merger to be duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Diamondback and Rattler in writing and specified in the certificate of merger.

The Closing will take place on the third business day after the satisfaction or waiver of the conditions set forth in the Merger Agreement (other than conditions that by their nature are to be satisfied at the Closing but subject to the satisfaction or waiver of those conditions), or at such other place, date and time as Diamondback and Rattler may agree.

Conditions to Completion of the Merger

The obligations of Diamondback and Rattler to effect the Merger are subject to the satisfaction or waiver of the following conditions:

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The obligations of the Parent Parties to effect the Merger are subject to the satisfaction or waiver of the following additional conditions:

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The obligation of Rattler to effect the Merger is subject to the satisfaction or waiver of the following additional conditions:

For purposes of the Merger Agreement, the term “material adverse effect” means, when used with respect to a person, any change, condition, circumstance, effect, event, development, state of facts or occurrence that, individually or in the aggregate, (x) has a material adverse effect on the business, operations, assets, condition (financial or otherwise) or results of operations of such person and its subsidiaries, taken as a whole, or (y) prevents or materially impedes, interferes with or hinders a party’s ability to consummate the transactions contemplated by the Merger Agreement, including the Merger and the Common Stock Issuance, on or before December 31, 2022; provided, however, that, with respect to clause (x), any adverse changes, conditions, circumstances, effects, events, developments, state of facts or occurrences arising out of or resulting from or attributable to any of the following will be disregarded in determining whether a material adverse effect has occurred: (i) changes, conditions, circumstances, effects, events, developments, state of facts or occurrences generally affecting the economy, the financial or capital markets or political, legislative or regulatory conditions or changes in the industries in which such person operates; (ii) the announcement or pendency of the Merger Agreement or the transactions contemplated by the Merger Agreement, including the initiation of litigation by

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any person with respect to the Merger Agreement and the transactions contemplated thereby, or, except specifically for purposes of determining whether there is a breach of the representations and warranties made by the applicable parties in the Merger Agreement relating to noncontravention by the parties and the satisfaction of the closing conditions set forth in the Merger Agreement with respect to such representations and warranties, the taking of any action expressly permitted or expressly contemplated by the Merger Agreement; (iii) any change in the market price or trading volume of the limited partner interests, units, shares of common stock or other equity securities of such person or the credit rating of such person (it being understood and agreed that the foregoing does not preclude any other party to the Merger Agreement from asserting that any facts or occurrences giving rise to or contributing to such change that are not otherwise excluded from the definition of material adverse effect should be deemed to constitute, or be taken into account in determining whether there has been, or would reasonably be expected to be, a material adverse effect); (iv) acts of war, terrorism, sabotage (including domestic terrorism, cyberterrorism, hacking, ransomware or any other electronic attack) or other hostilities (or the escalation of the foregoing), whether or not pursuant to the declaration of a national emergency or war, pandemics (including COVID-19), epidemics or natural disasters or other force majeure events; (v) changes in any applicable laws or regulations applicable to such person or applicable accounting regulations or principles or the interpretation thereof; (vi) any proceedings commenced by or involving any current or former member, partner or stockholder of such person or any of its subsidiaries arising out of or related to the Merger Agreement, or the transactions contemplated by the Merger Agreement; (vii) changes, effects, events or occurrences generally affecting the prices of oil, natural gas or other carbon-based sources of energy or power; (viii) any failure of a person to meet any internal or external projections, budgets, forecasts or estimates of revenues, earnings or other financial or operating metrics for any period (it being understood and agreed that the foregoing does not preclude any other party to the Merger Agreement from asserting that any facts or occurrences giving rise to or contributing to such failure that are not otherwise excluded from the definition of material adverse effect should be deemed to constitute, or be taken into account in determining whether there has been, or would reasonably be expected to be, a material adverse effect); and (ix) with respect to Diamondback only, any effect to the extent resulting from a change, condition, circumstance, effect, event, development, state of facts or occurrence that has a material adverse effect on Rattler and its subsidiaries; provided, however, that changes, conditions, circumstances, effects, events, developments, state of facts or occurrences referred to in clauses (i), (v) and (vii) above will be considered for purposes of determining whether there has been a material adverse effect if and to the extent such changes, conditions, circumstances, effects, events, developments, states of facts or occurrences have had a disproportionate adverse effect on such person and its subsidiaries, taken as a whole, as compared to other companies of similar size operating in the industries and in the geographic markets in which such person and its subsidiaries operate.

For purposes of the Merger Agreement, except where expressly provided otherwise, Rattler and its subsidiaries are not considered subsidiaries of Diamondback or E&P and each of OMOG JV LLC and Remuda Midstream Holdings LLC (each, a “Non-Operated Joint Venture”) is considered a subsidiary of Rattler.

Representations and Warranties

The Merger Agreement contains representations and warranties by the Parent Parties, on the one hand, and Rattler and the General Partner, on the other hand.

These representations and warranties have been made solely for the benefit of the parties to the Merger Agreement and:

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Accordingly, these representations and warranties should not be read alone, but instead should be read only in conjunction with the information provided elsewhere in this information statement/prospectus and in the documents incorporated by reference into this information statement/prospectus, which may include information that updates, modifies or qualifies the information set forth in the representations and warranties.

The representations and warranties made by the Parent Parties relate to, among other things:

The representations and warranties made by Rattler and the General Partner relate to, among other things:

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Conduct of Business Prior to Closing

Under the Merger Agreement, Diamondback, on the one hand, and each of Rattler and the General Partner, on the other hand, has undertaken certain covenants that place restrictions on it and its respective subsidiaries from the date of the Merger Agreement until the earlier of the termination of the Merger Agreement in accordance with its terms and the Effective Time, unless the other party gives its prior written consent (which consent cannot be unreasonably withheld, conditioned or delayed).

Subject to certain exceptions, unless Diamondback consents in writing (which consent cannot be unreasonably withheld, conditioned or delayed), Rattler and the General Partner have agreed, and will cause each of their respective subsidiaries (except that with respect to each Non-Operated Joint Venture such obligation will be limited to exercising the governance rights that Rattler holds in such Non-Operated Joint Venture), to (i) conduct its business in the ordinary course of business in all material respects; provided, that it will not prohibit Rattler and its subsidiaries from taking commercially reasonable actions outside of the ordinary course of business in response to (x) changes or developments resulting or arising from COVID-19 or (y) other changes or developments that would reasonably be expected to cause a reasonably prudent company similar to Rattler to take commercially reasonable actions outside of the ordinary course of business, (ii) use commercially reasonable efforts to maintain and preserve intact its business organization and the goodwill of those having business relationships with it and retain the services of its present officers and key employees, if any, (iii) use commercially reasonable efforts to keep in full force and effect all material permits and all material insurance policies maintained by Rattler and its subsidiaries, other than changes to such policies made in the ordinary course of business, and (iv) use commercially reasonable efforts to comply in all material respects with all applicable laws and the requirements of Rattler material contracts. During the period from the date of the Merger Agreement until the Effective Time, if permitted by applicable laws, the General Partner will cause Rattler and OpCo to declare and pay regular quarterly cash distributions, determined in each case in a manner consistent with past practice so long as in no event will the regular quarterly cash distribution declared or paid by Rattler to the Public Unitholders be less than $0.30 per Common Unit unless prohibited by applicable laws.

Subject to certain exceptions, unless Diamondback consents in writing (which consent cannot be unreasonably withheld, conditioned or delayed), Rattler and the General Partner will not, and will not permit their respective subsidiaries to (except that with respect to each Non-Operated Joint Venture such obligation will be limited to exercising the governance rights that Rattler holds in such Non-Operated Joint Venture):

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Subject to certain exceptions, unless Rattler consents in writing (which consent cannot be unreasonably withheld, conditioned or delayed), Diamondback has agreed, and will cause each other Parent Party, to use commercially reasonable efforts to conduct its businesses in a manner not involving the entry by Diamondback or its subsidiaries into lines of business that are materially different than the lines of business of Diamondback and its subsidiaries on the date of the Merger Agreement.

Subject to certain exceptions, unless Rattler consents in writing (which consent cannot be unreasonably withheld, conditioned or delayed), Diamondback will not, and will not permit any of the other Parent Parties to:

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Agreement to Take Further Action and to Use Reasonable Best Efforts

Each of the Parent Parties, on the one hand, and Rattler and the General Partner, on the other hand, will cooperate with the other and use and cause their respective subsidiaries to use their reasonable best efforts to (i) take, or cause to be taken, all appropriate actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than December 31, 2022), including, for the avoidance of doubt, in the case of Diamondback and the General Partner, until the Effective Time or the termination of the Merger Agreement, retaining ownership and voting control, directly or indirectly, over all Class B Units and the general partner interest in Rattler beneficially owned by Diamondback, any of its subsidiaries or the General Partner, as applicable, as of the date of the Merger Agreement or acquired thereafter, and to complete and make effective the transactions contemplated by the Merger Agreement, including preparing and filing as promptly as practicable all documentation to effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents; (ii) obtain promptly (and in any event no later than December 31, 2022) all approvals, consents, waivers, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any governmental authority or third party necessary, proper or advisable to complete the transactions contemplated by the Merger Agreement; and (iii) defend any proceedings challenging the Merger Agreement or the completion of the transactions contemplated by the Merger Agreement or seek to have lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to complete the transactions contemplated by the Merger Agreement. No party to the Merger Agreement nor its affiliates will be obligated to offer or commit or consent to take or refrain from taking any action pursuant to any request or requirement of any governmental authority that involves (i) making any divestiture or disposition of any portion of any business or assets or (ii) accepting or entering any consent decree or hold separate order. In addition, the ability of Diamondback to enter into or effect any acquisition (whether by purchase or merger or otherwise) or disposition approved by the Diamondback Board will not be limited so long as such acquisition or disposition is not reasonably expected to prohibit, prevent or in any material respect hinder, impede or delay the ability of the parties to satisfy any of the conditions to or the consummation of the Merger or the other transactions contemplated by the Merger Agreement.

Dividends and Distributions

After the date of the Merger Agreement and prior to the Effective Time, each of Diamondback and Rattler will coordinate with the other regarding the timing of the Closing and the timing of any declaration of any dividends or distributions in respect of Common Stock and Common Units and the record dates and payment dates relating thereto. It is the intention of Diamondback and Rattler that the Public Unitholders will not receive, for any quarter, distributions both in respect of Common Units and also dividends in respect of Common Stock they receive in exchange therefor in the Merger, but that they will receive for any such quarter either: (i) only

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distributions in respect of Common Units or (ii) only dividends in respect of Common Stock that they receive in exchange therefor in the Merger.

Conflicts Committee

Prior to the earlier of the Effective Time and the termination of the Merger Agreement, Diamondback shall not, and it shall not permit any of its subsidiaries to, take any action intended to cause the General Partner to, without the consent of a majority of the then existing members of the Conflicts Committee, eliminate the Conflicts Committee, revoke or diminish the authority of the Conflicts Committee, increase the size of the Conflicts Committee or remove or cause the removal of any director of the General Partner who is a member of the Conflicts Committee either as a director or as a member of the Conflicts Committee. This covenant does not apply to the removal of any director for Cause (as defined in the Merger Agreement) or the filling of any vacancies in the Conflicts Committee pursuant to the terms of the General Partner Company Agreement (as defined in the Merger Agreement).

Access to Information

Until completion of the Merger, each of the Parent Parties, Rattler and the General Partner has agreed to, and to cause each of its subsidiaries to, afford the other parties and their respective representatives, reasonable access during normal business hours and on certain conditions to all of its and its subsidiaries’ respective properties, commitments, books, contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other representatives, in each case for integration and operational planning related to the transactions contemplated by the Merger Agreement.

Indemnification and Insurance

From and after the Effective Time, to the fullest extent permitted under applicable laws, Diamondback will, and will cause Rattler (as the surviving entity of the Merger) to, (i) indemnify and hold harmless against any reasonable cost or expenses (including reasonable attorneys’ fees and all other reasonable costs, expenses and obligations), judgments, fines, losses, claims, damages or liabilities, penalties and amounts paid in settlement in connection with any actual or threatened legal proceeding, and provide advancement of expenses with respect to each of the foregoing to any person who is now, or has been or becomes at any time prior to the Effective Time, an officer, director or employee of Diamondback, Rattler, the General Partner, E&P or any of their respective subsidiaries; and (ii) honor the provisions regarding elimination of liability of officers and directors, indemnification of officers, directors and employees and advancement of expenses contained in the organizational documents of Rattler and the General Partner immediately prior to the Effective Time and ensure that the organizational documents of Rattler and the General Partner or any of their respective successors or assigns, if applicable, will for a period of six years following the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers and employees of Rattler and the General Partner than are presently set forth in such organizational documents. In addition, Rattler (as the surviving entity of the Merger), or Diamondback, on behalf of Rattler if Diamondback, in its sole discretion, so elects, will maintain in effect for six years following the Effective Time Rattler’s current directors’ and officers’ liability insurance policies covering acts or omissions occurring at or prior to the Effective Time with respect to any person who is now, or has been or becomes at any time prior to the Effective Time, an officer, director or employee of Diamondback, Rattler, the General Partner, E&P or any of their respective subsidiaries, provided that in no event will Rattler or Diamondback, as applicable, be required to expend more than an amount per year equal to 300% of current annual premiums paid by Rattler for such insurance.

Certain Tax Matters

For U.S. federal income tax purposes (and for purposes of any applicable state, local or foreign tax that follows the U.S. federal income tax treatment), the parties intend for the Merger to qualify as a reorganization

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within the meaning of Section 368(a) of the Code and will not take any action reasonably likely to cause the Merger not to so qualify. The Merger Agreement is intended to constitute a “plan of reorganization” within the meaning of the Treasury Regulations Section 1.368-2(g). The parties will prepare and file all tax returns consistent with the foregoing and will not take any inconsistent position on any tax return, except as otherwise required by applicable law.

Withholding Taxes

Each of the Parent Parties, Rattler (as the surviving entity of the Merger) and the exchange agent, as applicable, are entitled to deduct and withhold from any amounts, including the Merger Consideration, payable pursuant to the Merger Agreement to any person such amounts as the Parent Parties, Rattler (as the surviving entity of the Merger) or the exchange agent, as applicable, reasonably deems it is required to deduct and withhold under the Code or any provision of state, local or foreign tax law with respect to the making of such payment. Such deduction and withholding may be taken in securities, in which case the Parent Parties, Rattler (as the surviving entity of the Merger) or the exchange agent, as applicable, will be treated as having sold such securities for an amount of cash equal to the fair market value of such securities at the time of such deemed sale. To the extent that deducted and withheld amounts (including deemed proceeds from the deemed sale of securities) are paid over to the appropriate governmental authority, such amounts (including securities) will be treated for all purposes of the Merger Agreement as having been paid or issued to the person in respect of whom such deduction and withholding was made.

Adjustments to Prevent Dilution

The Merger Consideration, the Exchange Ratio and any other similar dependent item, as applicable, will be adjusted to reflect fully the effect of any subdivisions, reclassifications, splits, share distributions, combinations or exchanges of Common Units or shares of Common Stock, as applicable, that change the number of outstanding Common Units or shares of Common Stock between the date of the Merger Agreement and the Effective Time to provide the Public Unitholders the same economic effect as contemplated by the Merger Agreement prior to such event.

Nasdaq Listing, Delisting and Deregistration

Diamondback has agreed to use its reasonable best efforts to cause the shares of Common Stock to be issued in connection with the Merger to be authorized for listing on Nasdaq (subject to official notice of issuance) prior to the Effective Time.

Prior to the Closing, Rattler has agreed to cooperate and use its reasonable best efforts to cause the delisting of the Common Units from Nasdaq and the deregistration of such securities under the Exchange Act as promptly as practicable following the Closing in compliance with applicable law.

Section 16 Matters

Prior to the Effective Time, Rattler has agreed to take all steps as may be required (to the extent permitted under applicable laws) to cause any dispositions of Common Units (including derivative securities with respect to Common Units) or acquisitions of Common Stock (including derivative securities with respect to Common Stock) resulting from the Merger by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Rattler, or will become subject to such reporting requirements with respect to Diamondback, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Treatment of Rattler Indebtedness

Upon written request of Diamondback, Rattler will, and will cause its subsidiaries to, deliver all notices and take all other actions reasonably requested by Diamondback that are required to facilitate in accordance with the

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terms thereof the termination of all commitments outstanding under the Credit Agreement, dated as of May 28, 2019, by and among OpCo, as borrower, Rattler, as parent, Wells Fargo Bank, National Association, as the administrative agent, and certain lenders from time to time party thereto, as amended, the repayment in full of all obligations, if any, outstanding thereunder, the release of all liens, if any, securing such obligations, and the release of guarantees in connection therewith on the Closing Date as of the Effective Time.

Upon written request of Diamondback, Rattler will, and will cause its subsidiaries to, and will use commercially reasonable efforts to cause its and their representatives to, as applicable, (i) deliver to the trustee under the Indenture, dated as of July 14, 2020, among Rattler, as issuer, certain of its subsidiaries, as guarantors, and Wells Fargo Bank, National Association, as trustee (as supplemented, the “Senior Notes Indenture”), at or prior to the Effective Time, a notice of optional redemption for up to all of the outstanding aggregate principal amount of Rattler’s 5.625% Senior Notes due 2025 (the “Senior Notes”), pursuant to the redemption provisions of the Senior Notes Indenture and the Senior Notes, which notice will be subject to the occurrence of the Effective Time, and (ii) provide assistance reasonably requested by Diamondback to facilitate the redemption of the Senior Notes Indenture identified by Diamondback and the satisfaction and discharge of the Senior Notes identified by Diamondback at the Effective Time pursuant to the redemption and satisfaction and discharge provisions, respectively, and other applicable provisions of the Senior Notes Indenture and, in each case, take any other actions reasonably requested by Diamondback that are customary or necessary in connection therewith.

Other Covenants and Agreements

The Merger Agreement also contains covenants relating to cooperation in the preparation of this information statement/prospectus and additional agreements relating to, among other things applicability of takeover statutes, fees and expenses, securityholder litigation and public announcements.

Termination of the Merger Agreement

The Merger Agreement may be terminated prior to the Closing:

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Effect of Termination; Termination Expenses

If the Merger Agreement is validly terminated, then, except as described below, each of the parties will be relieved of its duties and obligations and such termination will be without liability to any party. However, termination will not relieve any party of: (i) its obligation to reimburse the non-terminating party for its expenses, as set forth below, and (ii) any liability for failure to consummate the Merger and other transactions contemplated by the Merger Agreement when required under the agreement or for intentional fraud or any “willful breach” (as defined in the Merger Agreement). Notwithstanding the foregoing, in no event shall the General Partner or Rattler have any liability for any matter set forth in the preceding sentence for any action taken or omitted to be taken by the General Partner, Rattler, any of their respective subsidiaries or any of their respective representatives at the direction of Diamondback, any of Diamondback’s subsidiaries or any of their respective representatives.

The Merger Agreement contains various amounts payable under the circumstances described below.

Amendment or Supplement

At any time prior to the Effective Time, the Merger Agreement may be amended or supplemented in any and all respects by written agreement of the parties, by action taken or authorized by the Diamondback Board and

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the GP Board; provided, however, that the GP Board may not take or authorize any such action unless it has been approved by the Conflicts Committee; provided, further, that there will be no amendment or change to the provisions of the Merger Agreement that by applicable laws, the Partnership Agreement or stock exchange rule would require further approval by the Limited Partners without obtaining the requisite approval by the Limited Partners.

GP Board Consent

Unless otherwise expressly set forth in the Merger Agreement, whenever a determination, decision, approval, consent, waiver or agreement of Rattler or the General Partner is required pursuant to the Merger Agreement (including any determination to exercise or refrain from exercising any termination rights or to enforce the terms of the Merger Agreement (including specific performance)), such approval, consent, waiver, decision or determination must be authorized by the GP Board; provided, however, that the GP Board may not take or authorize any such action unless it has been approved in writing by the Conflicts Committee. This provision does not operate to require Conflicts Committee approval in connection with actions or decisions taken by the General Partner and/or the GP Board in connection with any defense or settlement of securityholder litigation contemplated by the terms of the Merger Agreement.

Assignment

The Merger Agreement and any interests, rights or obligations under the Merger Agreement are not assignable, in whole or in part, by operation of law or otherwise, by any of the parties without the prior written consent of the other parties.

Specific Performance

The parties to the Merger Agreement have agreed that each party will be entitled to an injunction or injunctions to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement. Each of the parties has agreed that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that (i) either party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. Each party has further agreed that no party is required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy, and each party has irrevocably waived any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

Governing Law

The Merger Agreement is governed by, and construed in accordance with, the laws of the State of Delaware.

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COMPARISON OF RIGHTS OF DIAMONDBACK STOCKHOLDERS AND RATTLER UNITHOLDERS

Diamondback is a Delaware corporation, and Rattler is a Delaware limited partnership. Ownership interests in a limited partnership are fundamentally different from ownership interests in a corporation. The rights of Diamondback Stockholders are governed by Diamondback’s Amended and Restated Certificate of Incorporation, filed with the Secretary of the State of Delaware on October 11, 2012, as amended by the Certificate of Amendment No. 1 and Certificate of Amendment No. 2 filed with the Secretary of the State of Delaware on December 7, 2016 and June 3, 2021, respectively (the “Diamondback Charter”), the Second Amended and Restated Bylaws adopted by the Diamondback Board as of November 18, 2019 (the “Diamondback Bylaws” and, together with the Diamondback Charter, the “Diamondback Organizational Documents”), and the Delaware General Corporation Law (the “DGCL”). The rights of Rattler’s unitholders are governed by the First Amended and Restated Agreement of Limited Partnership, dated as of May 28, 2019 (the “Partnership Agreement”) and the Delaware Revised Uniform Limited Partnership Act (the “Delaware Act”). If the Merger is completed, the rights of Rattler’s unitholders as Diamondback Stockholders following the conversion of the Public Common Units to Common Stock will be governed by the Diamondback Organizational Documents and the DGCL. There are many differences between the rights of Rattler’s unitholders and Diamondback Stockholders. Some of these, such as distribution/dividend rights and voting rights, are significant. The following description summarizes the material differences between the rights of Diamondback Stockholders and Rattler’s unitholders but does not purport to be a complete statement of all those differences or a complete description of the specific provisions referred to in this summary. The identification of specific differences is not intended to indicate that other equally significant or more significant differences do not exist. Rattler’s unitholders should carefully read the relevant provisions of the Diamondback Organizational Documents and the Partnership Agreement. Copies of the documents referred to in this summary may be obtained as described under “Where You Can Find More Information.” This summary is qualified in its entirety by reference to the DGCL, the Delaware Act, the Diamondback Organizational Documents and the Partnership Agreement. Capitalized terms used herein and not otherwise defined herein are used as defined in the Diamondback Organizational Documents and the Partnership Agreement, as applicable.

Purpose and Term of Existence

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Authorized and Issued Capital

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Diamondback Dividends; Rattler Distributions

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Merger, Consolidation and Certain Other Transactions; Business Combination Statutes

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Management by Board of Directors / General Partner

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Nomination and Election of Directors / General Partner

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Removal of Directors; Withdrawal or Removal of General Partner

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Filling Vacancies on the Board; Replacing the General Partner

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Transfer of General Partner Interest and Transfer of Ownership Interests in the General Partner

Limited Call Right

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Amendment of Governing Documents

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