Amendment: TXO Partners L.P. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code
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:
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)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading |
Name of each exchange on which registered | ||
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.
EXPLANATORY NOTE
This amendment is filed to provide the financial statements of the businesses acquired in the Transactions and the pro forma financial information of the Partnership for the Transactions as required by Item 9.01 of Form 8-K. Except as set forth below, the Initial Form 8-K is unchanged.
Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired.
The unaudited consolidated financial statements of EMEP for the six months ended June 30, 2024 and 2023, including the related notes thereto, are filed herewith as Exhibit 99.1.
The audited consolidated financial statements of EMEP for the years ended December 31, 2023 and 2022, including the related notes thereto, are filed herewith as Exhibit 99.2.
The unaudited statements of revenues and direct operating expenses of the Vendera properties for the six months ended June 30, 2024 and 2023, including the related notes thereto, are filed herewith as Exhibit 99.3.
The audited statements of revenues and direct operating expenses of the Vendera properties for the years ended December 31, 2023 and 2022, including the related notes thereto, are filed herewith as Exhibit 99.4.
(b) Pro Forma Financial Information.
The unaudited pro form condensed combined balance sheet of the Partnership as of June 30, 2024, and the unaudited pro forma condensed combined statements of operations of the Partnership for the six months ended June 30, 2024 and the year ended December 31, 2023, including the related notes thereto, giving effect to the Transactions are filed herewith as Exhibit 99.5. The unaudited pro forma financial information gives effect to the Transactions on the basis, and subject to the assumptions, set forth in accordance with Article 11 of Regulation S-X.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TXO Partners, L.P. | ||||||
By: | TXO Partners GP, LLC its general partner | |||||
Dated: November 13, 2024 | By: | /s/ Brent W. Clum | ||||
Name: | Brent W. Clum | |||||
Title: | President of Business Operations and Chief Financial Officer |