TXO Partners Files 8-K: Material Agreements & Equity Sales

Ticker: TXO · Form: 8-K · Filed: 2024-06-25T00:00:00.000Z

Sentiment: neutral

Topics: material-agreement, equity-sale, regulation-fd

TL;DR

TXO Partners dropped an 8-K: material agreements, equity sales, and financial updates filed June 25th.

AI Summary

On June 25, 2024, TXO Partners, L.P. filed an 8-K report detailing several key events. The filing includes information regarding the entry into a material definitive agreement, unregistered sales of equity securities, and Regulation FD disclosures. It also covers financial statements and exhibits, providing a comprehensive update on the company's recent activities.

Why It Matters

This 8-K filing provides crucial updates on TXO Partners' material agreements and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can indicate significant corporate actions and potential financial shifts.

Key Players & Entities

FAQ

What specific material definitive agreement did TXO Partners, L.P. enter into?

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

What was the nature of the unregistered sales of equity securities?

The filing mentions unregistered sales of equity securities, but the specifics regarding the amount, terms, or recipients are not detailed in the provided text.

What is the primary business of TXO Partners, L.P.?

TXO Partners, L.P. is primarily involved in Crude Petroleum & Natural Gas, as indicated by its Standard Industrial Classification code [1311].

When was TXO Partners, L.P. incorporated?

TXO Partners, L.P. was incorporated in Delaware.

What is the IRS Employer Identification Number for TXO Partners, L.P.?

The IRS Employer Identification Number for TXO Partners, L.P. is 32-0368858.

Filing Stats: 1,878 words · 8 min read · ~6 pages · Grade level 12.7 · Accepted 2024-06-25 16:17:39

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Williston Basin Acquisitions On June 25, 2024, TXO Partners, L.P., a Delaware limited partnership (the "Partnership") entered into a Purchase and Sale Agreement (the "EMEP PSA") with Morningstar Operating LLC, a Delaware limited liability company and wholly-owned subsidiary of the Partnership ("Morningstar" and together with the Partnership, the "Purchaser Parties"), EMEP Acquisitions, LLC, a Delaware limited liability company ("EMEP") and VR4-ELM, LP, a Texas limited partnership ("Vendera" and together with EMEP, the "EMEP Sellers") to purchase certain producing oil and gas assets located in the Williston Basin of Montana and North Dakota, for consideration consisting of $225.0 million in cash (the "EMEP Cash Consideration") and 2,500,000 common units representing limited partner interests (the "Common Units") in the Partnership (the "EMEP Equity Consideration"), subject to customary purchase price adjustments (the "EMEP Acquisition"). The EMEP PSA contains customary representations and warranties, covenants, termination rights and indemnification provisions for a transaction of this size and nature, provides the parties thereto with specified rights and obligations and allocates risk among them in a customary manner. The Partnership expects the EMEP Acquisition to close in the third quarter of 2024, subject to customary closing conditions. If consummated, the effective date of the EMEP Acquisition will be April 1, 2024. The obligation of each party to consummate the EMEP Acquisition is also conditioned upon, among other things, title and environmental defects affecting the properties being below certain thresholds, the other party's representations and warranties being true and correct (subject to certain materiality exceptions), and the other party having performed in all material respects its obligations under the EMEP PSA. There can be no assurance that all of the conditions to closing the EMEP Acquisi

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure set forth in Item 1.01 above with respect to the EMEP Equity Consideration is incorporated into this Item 3.02 by reference. The Partnership intends to issue 2,500,000 Common Units constituting the EMEP Equity Consideration in reliance on the exemption from registration requirements under the Securities Act pursuant to Section 4(a)(2) thereof. The Partnership relied upon representations, warranties, certifications and agreements of each of the recipients of the EMEP Equity Consideration in support of the satisfaction of the conditions contained in Section 4(a)(2) of the Securities Act.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On June 25, 2024, the Partnership issued a press release announcing the Williston Basin Acquisitions. The press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference. On June 25, 2024, the Partnership issued a press release announcing that, subject to market and other conditions, the Partnership intends to offer common units in a public offering. The press release is attached hereto as Exhibit 99.2 and is incorporated into this Item 7.01 by reference. The information furnished pursuant to this Item 7.01 (including Exhibits 99.1 and 99.2 attached hereto) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (as amended, the "Exchange Act"), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 2.1 Purchase and Sale Agreement, dated as of June 25 , 2024, among TXO Partners, L.P., Morningstar Operating LLC, EMEP Acquisitions, LLC and VR4-ELM, L . P . * + 23.1 Consent of Cawley, Gillespie & Associates , Inc. 99.1 TXO Partners, L.P. Press Release, dated as of June 25 , 2024. 99.2 TXO Partners, L.P. Press Release, dated as of June 25 , 2024. 99.3 Report of Cawley, Gillespie & Associates, Inc. of select Eagle Mountain and Kaiser-Francis combined interests as of March 31, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission on request. + Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (***) because the identified confidential portions (i) are not material and (ii) are the type of information that the registrant treats as private or confidential.

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. TXO Partners, L.P. By: TXO Partners GP, LLC its general partner Dated: June 25, 2024 By: /s/ Brent W. Clum Name: Brent W. Clum Title: President of Business Operations and Chief Financial Officer |

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