Kimbell Royalty Partners filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On January 7, 2025, Kimbell Royalty Partners, LP (the “Partnership”) entered into an Underwriting Agreement (the “Underwriting Agreement”), by and among the Partnership, Kimbell Royalty GP, LLC (the “General Partner”), Kimbell Royalty Operating, LLC (the “Operating Company” and, together with the Partnership and the General Partner, the “Kimbell Parties”) and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named in Schedule I thereto (the “Underwriters”), providing for the offer and sale by the Partnership (the “Offering”), and the purchase by the Underwriters, of 10,000,000 common units representing limited partner interests in the Partnership (“Common Units”) at a price to the public of $14.90 per Common Unit. Pursuant to the Underwriting Agreement, the Partnership granted the Underwriters an option for a period of 30 days to purchase up to an additional 1,150,000 Common Units on the same terms. The Offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a shelf registration statement on Form S-3 (File No. 333-273609).
The Underwriting Agreement contains customary representations, warranties and agreements of the parties, and customary conditions to closing, obligations of the parties and termination provisions. The Kimbell Parties have each agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the Underwriters may be required to make in respect of those liabilities.
The Offering is expected to close on January 9, 2025, subject to customary closing conditions. The Partnership will receive proceeds (net of the underwriting discount and Offering expenses) from the Offering of approximately $141.3 million. The Partnership intends to contribute the net proceeds from the Offering to the Operating Company in exchange for 10,000,000 common units in the Operating Company. The Operating Company will use the net proceeds from the Offering for the repayment of outstanding borrowings under the Partnership’s revolving credit facility. The Partnership intends to fund the cash portion of the purchase price of its recently announced acquisition of mineral and royalty interests from Boren Minerals from future borrowings under the Partnership’s revolving credit facility. We and the Operating Company may also use future amounts borrowed under our revolving credit facility for general partnership purposes including the potential redemption of all or a portion of our Series A Preferred Units.
Affiliates of Citigroup Global Markets Inc., J.P. Morgan Securities LLC, BofA Securities, Inc. Mizuho Securities USA LLC, PNC Capital Markets LLC, Keybanc Capital Markets Inc. and Capital One Securities, Inc., underwriters in the Offering, are lenders under the Partnership’s revolving credit facility that will be repaid, in part, by the net proceeds of the Offering. Accordingly, the Offering was conducted in compliance with the applicable provisions of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The appointment of a “qualified independent underwriter” was not required in connection with the Offering as a “bona fide public market,” as defined in FINRA Rule 5121, exists for the Common Units. To comply with FINRA Rule 5121, the underwriters noted above did not confirm sales to any account over which they exercised discretionary authority without the specific written approval of the account holder.
Further, the Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the Partnership and its affiliates, for which they received or will receive customary fees and expenses.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Number | Description | |
| 1.1 | Underwriting Agreement, dated as of January 7, 2025. | |
| 5.1 | Opinion of White & Case LLP as to the legality of the securities being registered. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
SIGNATURE
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.
| KIMBELL ROYALTY PARTNERS, LP | ||
| By: | Kimbell Royalty GP, LLC, | |
| its general partner | ||
| By: | /s/ Matthew S. Daly | |
| Matthew S. Daly | ||
| Chief Operating Officer |
Date: January 8, 2025