Viper to acquire subsidiaries from Tumbleweed for $461M in cash, 10.1M units

Viper Energy (VNOM), a subsidiary of Diamondback Energy (FANG), announced it and its operating subsidiary Viper Energy Partners have entered into a definitive purchase and sale agreement to acquire certain mineral and royalty interest- owning subsidiaries of Tumbleweed Royalty in exchange for $461M of cash and approximately 10.1M OpCo units, subject to customary adjustments. The cash portion of this transaction is expected to be funded through a combination of cash on hand, borrowings under the company’s credit facility, and proceeds from one or more capital markets transactions, subject to market conditions and other factors. The issuance of OpCo units will be accompanied by the grant of an option to purchase an equal number of shares of Class B common stock of the company. The purchase agreement also includes a potential additional payment in Q1 2026 of contingent cash consideration of up to $41M, based on the average 2025 West Texas Intermediate, or WTI, price. This transaction is expected to close in early Q4, subject to customary closing conditions. The company also announced that it previously closed two related acquisitions. On September 3, OpCo completed the acquisition of certain mineral and royalty interest-owning entities from Tumbleweed-Q Royalty Partners and MC Tumbleweed Royalty for a combined $189M of cash consideration, plus potential additional payments in Q1 2026 of contingent cash consideration of up to an aggregate of $9M, based on the average 2025 WTI price. These transactions were funded with a combination of cash on hand and borrowings under the company’s credit facility.