Viper Energy Partners LP

We are a Delaware limited partnership formed to own, acquire and exploit oil and natural gas properties in North America. Our primary business objective is to provide an attractive return to unitholders by focusing on business results, maximizing distributions and pursuing accretive growth opportunities through acquisitions from Diamondback Energy (NASDAQ:FANG) and from third parties. Our initial assets consist of mineral interests in oil and natural gas properties in the Permian Basin in West Texas, substantially all of which are leased to working interest owners who bear the costs of operation and development.  We expect our initial focus will concentrate on the Permian Basin, which is one of the oldest and most prolific producing basins in North America. The Permian Basin, which consists of approximately 85,000 square miles centered around Midland, Texas, has been a significant source of oil production since the 1920s. The Permian Basin is known to have a number of zones of oil and natural gas bearing rock throughout. However, because of the nature of the rock in many of the potentially productive zones, historically it was not economic to exploit these zones. As a result, exploration and development was limited until recently when higher oil prices and more advanced completion techniques, including hydraulic fracturing, changed the economics of drilling and development of these zones and greatly increased the oil and natural gas industry’s interest in the Permian Basin. Oil production in the Permian Basin has grown from 850,000 barrels per day in 2008 to 1.3 million barrels per day in 2013. Based on public statements made by a number of publicly traded oil and natural gas companies, and the successful horizontal well results of the industry, we believe that drilling activity in the Permian Basin is likely to continue to grow at least for several more years.

OVERVIEW

Our primary business objective is to provide an attractive return to unitholders by focusing on business results and total distributions and pursuing accretive growth opportunities through acquisitions from Diamondback and from third parties. We intend to accomplish this objective by executing the following strategies:

• Seek to acquire from Diamondback, from time to time, mineral or other interests in producing oil and natural gas properties that meet our acquisition criteria. We may have additional opportunities to acquire producing oil and natural gas properties directly from Diamondback from time to time in the future. We believe Diamondback may be incentivized to sell properties to us, as doing so may enhance Diamondback’s economic returns by monetizing long-lived producing properties while potentially retaining a portion of the resulting cash flow through distributions on Diamondback’s limited partner interests in us.
• Leverage our relationship with Diamondback to participate with it in acquisitions of third-party producing properties and to increase the size and scope of our potential third-party acquisition targets. Diamondback’s executives have long histories of evaluating, pursuing and consummating oil and natural gas property acquisitions in North America. Through our relationships with Diamondback and its affiliates, we have access to their significant pool of management talent and industry relationships, which we believe provide us with a competitive advantage in pursuing potential third-party acquisition opportunities.
• Capitalize on the development of the properties underlying our mineral interests to grow our distributions. We expect the production from our mineral interest will increase as our other operators continue to actively drill our acreage. We expect to capitalize on this development, cost-free to us, and believe the resulting increase in our aggregate royalty payments will enable us to grow our distributions.

DIAMONDBACK RELATIONSHIP

Diamondback owns and controls our general partner. We believe that the properties held by Diamondback include properties that have, or with additional development will have, production and reserves characteristics that could make them attractive for inclusion in our partnership. We believe Diamondback’s significant ownership in us will motivate it to offer additional oil and natural gas properties to us in the future, although Diamondback has no obligation to do so and may elect to dispose of properties without offering us the opportunities to acquire such properties.  Furthermore, we believe Diamondback will provide us with opportunities to pursue acquisitions that will be accretive to our unitholders. Diamondback views our partnership as part of its growth strategy, and we believe that Diamondback will be incentivized to pursue acquisitions jointly with us in the future.

MIDLAND BASIN

Our initial assets consists of mineral interests underlying approximately 14,804 gross acres in Midland County, Texas in the Permian Basin, approximately 50% of which are operated by Diamondback Energy. The mineral interests entitle us to receive an average 21.4% royalty interest on all production from this acreage with no additional future capital or operating expense required. The majority of our properties which are not operated by Diamondback are operated by RSP Permian, Inc. (NYSE: RSPP), an unaffiliated entity ('RSP Permian').  The estimated proved oil and natural gas reserves of our initial assets, as of December 31, 2013, were 10,270 MBOE based on a reserve report prepared by Ryder Scott, our independent reserve engineer.