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    Amendment: TXO Partners L.P. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

    11/13/24 4:30:02 PM ET
    $TXO
    Oil & Gas Production
    Energy
    Get the next $TXO alert in real time by email
    8-K/A
    true 0001559432 0001559432 2024-08-30 2024-08-30

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

     

    FORM 8-K/A

     

     

    CURRENT REPORT

    PURSUANT TO SECTION 13 OR 15(d)

    OF THE SECURITIES EXCHANGE ACT OF 1934

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

     

     

    TXO Partners, L.P.

    (Exact name of registrant as specified in its charter)

     

     

     

    Delaware   001-41605   32-0368858
    (State or other jurisdiction
    of incorporation)
      (Commission
    File Number)
      (IRS Employer
    Identification No.)

     

    400 West 7th Street, Fort Worth, Texas   76102
    (Address of principal executive offices)   (Zip Code)

    (817) 334-7800

    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
    Symbol(s)

     

    Name of each exchange

    on which registered

    Common Units representing limited partner interests   TXO   New York Stock Exchange

    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 Current Report on Form 8-K/A of TXO Partners L.P. (the “Partnership”), amends and supplements the Current Report on Form 8-K of the Partnership, dated August 30, 2024 and filed with the Securities and Exchange Commission on August 30, 2024 (the “Initial Form 8-K”), which reported under Item 2.01 that on August 30, 2024, the Partnership and its wholly-owned subsidiary, Morningstar Operating LLC, closed the previously announced acquisition of certain producing oil and gas assets located in the Williston Basin of Montana and North Dakota from Eagle Mountain Energy Partners, LLC, a Delaware limited liability company (“EMEP”), and VR4-ELM, LP, a Texas limited partnership (“Vendera” and together with EMEP, the “EMEP Sellers”), pursuant to that certain Purchase and Sale Agreement, dated as of June 25, 2024, by and among the Partnership, Morningstar Operating LLC and the EMEP Sellers (the “Transactions”).

    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.

     

    Exhibit

    Number

      

    Description

    23.1    Consent of KPMG LLP (Eagle Mountain Energy Partners, LLC).
    23.2    Consent of KPMG LLP (Vendera Properties).
    99.1    Unaudited Consolidated Financial Statements of Eagle Mountain Energy Partners, LLC for the six months ended June 30, 2024 and 2023.
    99.2    Audited Consolidated Financial Statements of Eagle Mountain Energy Partners, LLC for the years ended December 31, 2023 and 2022.
    99.3    Unaudited Statements of Revenues and Direct Operating Expenses of the Vendera Properties for the six months ended June 30, 2024 and 2023.
    99.4    Audited Statements of Revenues and Direct Operating Expenses of the Vendera Properties for the years ended December 31, 2023 and 2022.
    99.5    Unaudited Pro Forma Condensed Combined Financial Information of TXO Partners, L.P as of and for the six months ended June 30, 2024 and for the year ended December 31, 2023.
    104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


    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
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