TXO Partners L.P. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
$TXO
Oil & Gas Production
Energy
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 13, 2025
(Exact name of registrant as specified in its charter)
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(817 ) 334-7800
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Item 1.01. Entry into a Material Definitive Agreement.
Underwriting Agreement
On May 13, 2025, TXO Partners, L.P. (the “Partnership”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Partnership, TXO Partners GP, LLC, a Delaware limited liability company (the “General Partner”), and Raymond James & Associates, Inc. and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters (the “Underwriters”) listed on Schedule I to the Underwriting Agreement, providing for the offer and sale by the Partnership, and purchase by the Underwriters, of 11,666,667 common units representing limited partner interests in the Partnership (the “Offering”). Pursuant to the Underwriting Agreement, the Partnership also granted the Underwriters an option for a period of 30 days to purchase up to an additional 1,750,000 common units on the same terms. The material terms of the Offering are described in the Prospectus (as defined below). The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Partnership has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and to contribute to payments the Underwriters may be required to make because of any of those liabilities.
The Offering was made pursuant to the prospectus dated September 11, 2024, as supplemented by the Prospectus Supplement dated May 13, 2025, relating to the Partnership’s Registration Statements on Form S-3 (File No. 333-277671 and File No. 333-281885, respectively) filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act (collectively, the “Prospectus”).
The Offering is expected to close on May 15, 2025. The Partnership expects to receive proceeds (net of underwriting discounts and estimated offering expenses) from the Offering of approximately $165.3 million. As described in the Prospectus, the Partnership intends to use the net proceeds of approximately $175.0 million (before offering expenses) from the Offering to fund a portion of the cash consideration for the previously announced acquisition of producing oil and gas properties from White Rock Energy, LLC, a portfolio company of Quantum Capital Group. Pending the closing of the acquisition, and in the event that the acquisition is not completed, the proceeds from the offering will be used to repay the outstanding borrowings under the Partnership’s revolving credit facility and for general partnership purposes.
The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01. Other Events.
On May 14, 2025, the Partnership issued a press release relating to the pricing of the Offering contemplated by the Underwriting Agreement.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | ||||
1.1 | |||||
5.1 | |||||
23.1 | |||||
99.1 | |||||
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: May 14, 2025 | By: | /s/ Brent W. Clum | ||||||||||||
| Name: | Brent W. Clum | |||||||||||||
| Title: | Co-Chief Executive Officer and Chief Financial Officer | |||||||||||||
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