exchange or redemption at any time or from time to time of any and all Class B units and OpCo units for common units and any transfer by Diamondback of any and all of its common units,
Class B units and OpCo units to any of its affiliates), or sell or grant options, rights or warrants with respect to any common units or securities convertible into or exchangeable for common units, (2) enter into any swap or other
derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of common units or Class B units, whether any such transaction described in clause (1) or (2) above is to be
settled by delivery of common units, Class B units or other securities, in cash or otherwise, (3) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments thereto, with
respect to the registration of any common units, Class B units or securities convertible, exercisable or exchangeable into common units, Class B units or any of our other securities (other than any registration statement on Form
S-8),
or (4) publicly disclose the intention to do any of the foregoing.
These
lock-up
restrictions are subject to certain specific exceptions, including, in the case of the executive officers and directors of our general partner, (i) transfers of common units as bona fide gifts or other
dispositions of units made exclusively between or among members of such holders immediate family members or affiliates, including partners or limited liability company members, provided that the recipient of the units agrees to be bound by the
same restrictions on transfers or other dispositions, no public filing shall be required or voluntarily made during the term of the
lock-up
in connection therewith and the representative is notified of such
proposed transfer or disposition at least two business days in advance thereof, and (ii) the sale of up to 75,000 common units per day in the aggregate during the
lock-up
period.
The representative, in its sole discretion, may release the common units and other securities subject to the
lock-up
agreements described above in whole or in part at any time. When determining whether or not to release common units and other securities from
lock-up
agreements,
the representative will consider, among other factors, the holders reasons for requesting the release, the number of common units and other securities for which the release is being requested and market conditions at the time.
We have agreed to indemnify the underwriters against liabilities under the Securities Act, or contribute to payments that the underwriters may
be required to make in that respect.
Our common units are listed on The Nasdaq Global Select Market under the symbol VNOM. On
February 25, 2019, the closing price of our common units was $34.99.
The underwriters and their affiliates are full service
financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment hedging, financing and brokerage
activities. The underwriters and their affiliates have from time to time performed, and may in the future perform, various financial advisory, commercial banking and investment banking services for us and for our affiliates in the ordinary course of
business for which they have received and would receive customary compensation. In the ordinary course of their various business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt
and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investments and securities activities may involve securities and/or
instruments of the issuer. For example, an affiliate of Credit Suisse Securities (USA) LLC is a lender under our revolving credit facility and will receive a portion of the net proceeds from this offering. The underwriters and their affiliates may
also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such
securities and instruments.
Because certain potential underwriters or their affiliates are lenders under our revolving credit facility
and each will receive 5% or more of the net proceeds from this offering in the form of the repayment of such existing indebtedness, each is deemed to have a conflict of interest under FINRA Rule 5121. Accordingly, this offering is
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