Mach Natural Resources LP Files 8-K for Material Agreements

Ticker: MNR · Form: 8-K · Filed: Sep 17, 2025 · CIK: 1980088

Mach Natural Resources LP 8-K Filing Summary
FieldDetail
CompanyMach Natural Resources LP (MNR)
Form Type8-K
Filed DateSep 17, 2025
Risk Levelmedium
Pages8
Reading Time10 min
Key Dollar Amounts$750,000,000, $365,000,000, $115,000,000, $500,000,000, $250,000,000
Sentimentneutral

Sentiment: neutral

Topics: material-definitive-agreement, acquisition-disposition, financial-obligation

TL;DR

Mach Resources just filed an 8-K for a big deal - new debt and asset changes!

AI Summary

Mach Natural Resources LP entered into a material definitive agreement on September 12, 2025, related to the creation of a direct financial obligation. The company also completed an acquisition or disposition of assets on the same date. This filing is a current report under the Securities Exchange Act of 1934.

Why It Matters

This filing indicates significant financial and asset-related activities for Mach Natural Resources LP, potentially impacting its operational structure and financial obligations.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and potential financial obligations, which carry inherent risks for the company and its investors.

Key Players & Entities

FAQ

What specific material definitive agreement did Mach Natural Resources LP enter into?

The filing indicates the entry into a material definitive agreement, but the specific details of the agreement are not provided in this excerpt.

What type of acquisition or disposition of assets was completed?

The filing states that an acquisition or disposition of assets was completed, but the nature and details of these transactions are not specified in this excerpt.

What is the nature of the direct financial obligation created?

The filing reports the creation of a direct financial obligation, but the specific terms and amount of this obligation are not detailed in this excerpt.

What is the filing date and the period of report for this 8-K?

The filing date is September 17, 2025, and the conformed period of report is September 12, 2025.

What is the primary business of Mach Natural Resources LP?

Mach Natural Resources LP is primarily involved in Crude Petroleum & Natural Gas, as indicated by its Standard Industrial Classification code [1311].

Filing Stats: 2,513 words · 10 min read · ~8 pages · Grade level 12.9 · Accepted 2025-09-17 07:31:09

Key Financial Figures

Filing Documents

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. Credit Agreement Amendment On September 12, 2025, the Company entered into a First Amendment to Credit Agreement, together with certain of its subsidiaries party thereto, the lenders and issuing banks party thereto and Truist Bank, as administrative agent and collateral agent (the "First Amendment"), which amends that certain Credit Agreement, dated as of February 27, 2025, among the Company, the lenders and issuing banks party thereto from time to time and Truist Bank, as administrative agent and collateral agent (as amended, restated, supplemented or otherwise modified from time to time prior to the First Amendment, the "Credit Agreement" and, the Credit Agreement as amended by the First Amendment, the "Amended Credit Agreement"). The First Amendment, among other things, (a) removes the 0.10% per annum credit spread adjustment otherwise applicable to the determination of Term SOFR (as defined in the Credit Agreement), (b) excludes up to $750,000,000 in principal amount of Borrowing Base Reduction Debt (as defined in the Credit Agreement) issued prior to December 31, 2025 from the provisions otherwise requiring a borrowing base reduction as a result of the issuance of such indebtedness, (c) if the Sabinal Acquisition closes on a date prior to the IKAV Acquisition, upon closing of the Sabinal Acquisition and subject to conditions precedent set forth in the First Amendment, provides for (i) a $365,000,000 increase in the borrowing base under the Credit Agreement and (ii) the establishment and funding of term loan commitments in an amount of $115,000,000, (d) if the IKAV Acquisition closes on a date prior to the Sabinal Acquisition, upon closing of the IKAV Acquisition and subject to conditions precedent set forth in the First Amendment, provides for (i) a $500,000,000 increase in the borrowing base under the Credit Agreement and (ii) the establishment and funding of term loan commitments in an amount of $250,

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. The disclosure set forth in the "Introductory Note" above is incorporated into this Item 2.01 by reference. Sabinal Acquisition The Sabinal Acquisition closed on September 16, 2025. The purchase price for the Sabinal Assets was $486.6 million, which was comprised of (i) cash in the amount of $207.3 million and (ii) 19,187,581 common units representing limited partner interests in the Company ("Common Units") (the "Sabinal Unit Consideration"), net of preliminary and customary purchase price adjustments and subject to final post-closing settlement. The Sabinal Unit Consideration was issued pursuant to the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The foregoing description of the Sabinal Acquisition is a summary only, does not purport to be complete, and is qualified in its entirety by reference to the Sabinal Purchase Agreement, which is filed herewith as Exhibit 2.1 to this Current Report and incorporated herein by reference. IKAV Acquisition The IKAV Acquisition closed on September 16, 2025. The purchase price for the IKAV Assets was $770.7 million, which was comprised of (i) cash in the amount of $325.0 million and (ii) 30,611,264 Common Units (the "IKAV Unit Consideration"), net of preliminary and customary purchase price adjustments and subject to final post-closing settlement. The IKAV Unit Consideration was issued pursuant to the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act. The foregoing description of the IKAV Acquisition is a summary only, does not purport to be complete, and is qualified in its entirety by reference to the IKAV Purchase Agreement, which is filed herewith as Exhibit 2.2 to this Current Report and incorporated herein by reference. 2 Registration Rights Agreement In connection with the closing of the Sabinal Acquisition and the IKAV A

03 Creation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in the Introductory Note is incorporated by reference in response to this Item 3.02. The issuance of each of the Sabinal Unit Consideration and the IKAV Unit Consideration was completed in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.

01. Regulation

Item 7.01. Regulation FD Disclosure. A press release and investor presentation relating to the Sabinal Acquisition and the IKAV Acquisition are attached hereto as Exhibit 99.1 and 99.2, respectively, and are incorporated by reference herein. The information furnished pursuant to Item 7.01 in this Current Report, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. You should not assume that the information contained in this Current Report or the accompanying Exhibits is accurate as of any date other than the date of each such document. Our business, financial condition, results of operations, prospects and assumptions that were utilized may have changed since those dates.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a) Financial statements of businesses or funds acquired. The Company intends to file the financial statements required to be filed pursuant to Item 9.01(a) of Form 8-K by amendment to this Current Report not later than 71 calendar days after the date this Current Report is required to be filed. (b) Pro forma financial information. The Company intends to file the pro forma financial information required to be filed pursuant to Item 9.01(b) of Form 8-K by amendment to this Current Report not later than 71 calendar days after the date this Current Report is required to be filed. 3 (d) Exhibits. Exhibit No. Description 2.1* Purchase and Sale Agreement, dated as of July 9, 2025, by and among Sabinal Energy Operating, LLC, Sabinal Resources, LLC and Sabinal CBP, LLC, as sellers, and the Company, as buyer (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 10, 2025). 2.2* Membership Interest Purchase Agreement, dated as of July 9, 2025, by and among VEPU Inc. and Simlog Inc., as sellers, and the Company, as buyer (incorporated by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 10, 2025). 2.3 First Amendment to Membership Interest Purchase Agreement, dated as of September 16, 2025, by and among Simlog Inc. and VEPU Inc., as sellers, and the Company, as buyer. 4.1 Registration Rights Agreement, dated as of September 16, 2025, by and among Mach Natural Resources LP and each of the sellers party thereto. 10.1* First Amendment to Credit Agreement, dated as of September 12, 2025, by and among the Company, the subsidiaries of the Company party thereto, the lenders and issuing banks party thereto and Truist Bank, as the administrative agent and collateral agent. 99.1 Press Release issued September 16, 2025. 99.2 Investor Presentat

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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: September 17, 2025 By: /s/ Tom L. Ward Name: Tom L. Ward Title: Chief Executive Officer 5

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