Amendment: Dorchester Minerals L.P. filed SEC Form 8-K: Financial Statements and Exhibits

Form 8-K/A date of report 09-30-24 true 0001172358 0001172358 2024-09-30 2024-09-30

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 30, 2024

 

 

 

 

 

(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code: (214) 559-0300

 

(Former name, former address and former fiscal year, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company             ☐

 

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 13(a) of the Exchange Act.               ☐

 

 

 

On September 30, 2024, Dorchester Minerals, L.P. (the “Partnership”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report the execution and consummation of a Contribution and Exchange Agreement with West Texas Minerals LLC, a Delaware limited liability company, Carrollton Mineral Partners, LP, a Texas limited partnership, Carrollton Mineral Partners Fund II, LP, a Texas limited partnership, Carrollton Mineral Partners III, LP, a Texas limited partnership, Carrollton Mineral Partners III-B, LP, a Texas limited partnership, Carrollton Mineral Partners IV, LP, a Texas limited partnership, CMP Permian, LP, a Texas limited partnership, CMP Glasscock, LP, a Texas limited partnership, and Carrollton Royalty, LP, a Texas limited partnership (collectively, the “Contributors”), the terms and conditions of which provided for the Contributors to contribute certain interests in oil and gas properties, rights and related assets (the “Properties”) to the Partnership in exchange for 6,721,144 common units representing limited partnership interests in the Partnership, subject to adjustment pursuant to a customary title defect process. 

 

This Amendment No. 1 on Form 8-K/A amends Item 9.01 of the Original Form 8-K solely to provide the financial information required by Items 9.01(a) and 9.01(b) of Form 8-K that was omitted from the Original Form 8-K. Except as provided herein, this amendment does not amend, modify or update the disclosures contained in the Original Form 8-K.

 

 

Item 9.01.             Financial Statements and Exhibits.

 

(a) Financial statements of businesses acquired.

 

The audited combined statement of revenues and direct operating expenses of the Contributors for the year ended December 31, 2023, and the unaudited combined statement of revenues and direct operating expenses of the Contributors for the six months ended June 30, 2024 are attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated by reference herein.

 

(b) Pro forma financial information.

 

The unaudited pro forma financial statements of the Partnership as of and for the six months ended June 30, 2024 and for the year ended December 31, 2023, giving effect to the Acquisition, are attached hereto as Exhibit 99.3 and incorporated by reference herein.

 

(d)  Exhibits.

 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.