Mach Natural Resources LP Files 8-K for Material Agreement

TL;DR

MACH just signed a big deal, filing an 8-K. Details TBD.

AI Summary

On February 6, 2025, Mach Natural Resources LP entered into a material definitive agreement. The filing does not provide specific details on the agreement's nature or involved parties, but it is classified under Item Information for Material Definitive Agreements and Financial Statements and Exhibits.

Why It Matters

This 8-K filing indicates a significant new agreement for Mach Natural Resources LP, which could impact its operations, financial standing, or strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, but the lack of specific details about the agreement's terms and implications introduces uncertainty.

Key Players & Entities

• Mach Natural Resources LP (company) — Registrant
• February 6, 2025 (date) — Date of earliest event reported
• 14201 Wireless Way, Suite 300, Oklahoma City, Oklahoma 73134 (address) — Principal executive offices
• (405) 252-8100 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $15.50 — sts in the Company ("Common Units"), at $15.50 per Common Unit pursuant to a Registrat
• $192.5 million — ses) from the Offering of approximately $192.5 million. As described in the Prospectus, the Co
• $23.0 million — fering to pay in full the approximately $23.0 million of borrowings outstanding under its sup

Filing Documents

• ea0230210-8k_machnat.htm (8-K) — 33KB
• ea023021001ex1-1_machnat.htm (EX-1.1) — 240KB
• ea023021001ex5-1_machnat.htm (EX-5.1) — 14KB
• ea023021001ex8-1_machnat.htm (EX-8.1) — 12KB
• ex5-1_001.jpg (GRAPHIC) — 8KB
• ex8-1_001.jpg (GRAPHIC) — 8KB
• ex8-1_002.jpg (GRAPHIC) — 5KB
• 0001213900-25-011311.txt ( ) — 570KB
• mnr-20250206.xsd (EX-101.SCH) — 3KB
• mnr-20250206_lab.xml (EX-101.LAB) — 33KB
• mnr-20250206_pre.xml (EX-101.PRE) — 22KB
• ea0230210-8k_machnat_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On February 7, 2025, Mach Natural Resources LP, a Delaware limited partnership (the "Company," "we" or "our"), completed its public offering (the "Offering") of 12,903,226 common units representing limited partner interests in the Company ("Common Units"), at $15.50 per Common Unit pursuant to a Registration Statement on Form S-3 (File No. 333-283511) (the "Registration Statement"), initially filed by the Company with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), on November 27, 2024 and declared effective by the Commission on December 9, 2024. The material provisions of the Offering are described in the base prospectus, dated December 9, 2024, which forms part of and is included in the Registration Statement (the "Base Prospectus"), as supplemented by the final prospectus supplement, dated February 6, 2025, pursuant to Rule 424(b) under the Securities Act (the "Prospectus"). On February 6, 2025, the Company entered into an Underwriting Agreement (the "Underwriting Agreement") by and among the Company, Mach Natural Resources GP LLC, a Delaware limited liability company, and Stifel, Nicolaus & Company, Incorporated, Raymond James & Associates, Inc., TCBI Securities, Inc., doing business as Texas Capital Securities, and Truist Securities, Inc., as representatives of the several underwriters named therein (the "Underwriters"), providing for the offer and sale by the Company, and purchase by the Underwriters, of the Common Units. Pursuant to the Underwriting Agreement, the Company also granted the Underwriters an option for a period of 30 days to purchase up to an additional 1,935,483 Common Units on the same terms. In connection with the Offering, Bayou City Energy Management LLC ("BCE"), an affiliate of our general partner, purchased 5,161,290 Common Units in the Offering at the public offering price. In connection therewith,

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1* Underwriting Agreement, dated February 6, 2025, by and among Mach Natural Resources LP, Mach Natural Resources GP LLC, and Stifel, Nicolaus & Company, Incorporated, Raymond James & Associates, Inc., TCBI Securities, Inc., doing business as Texas Capital Securities, and Truist Securities, Inc., as representatives of the several underwriters named therein. 5.1* Opinion of Kirkland & Ellis LLP. 8.1* Opinion of Kirkland & Ellis LLP relating to tax matters. 23.1* Consent of Kirkland & Ellis LLP (included in Exhibit 5.1) . 23.2* Consent of Kirkland & Ellis LLP (included in Exhibit 8.1). 104 Cover Page Interactive Data File (formatted as Inline XBRL). * Filed herewith. 1

SIGNATURES

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. Mach Natural Resources LP By: Mach Natural Resources GP LLC, its general partner Dated: February 7, 2025 By: /s/ Tom L. Ward Name: Tom L. Ward Title: Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR