TXO Partners, L.P. Files 8-K: Material Agreement & Exhibits

TL;DR

TXO Partners signed a big deal, filed exhibits. Check it out.

AI Summary

On June 26, 2024, TXO Partners, L.P. entered into a material definitive agreement. The filing also includes other events and financial statements and exhibits. The company is incorporated in Delaware and headquartered in Fort Worth, Texas.

Why It Matters

This 8-K filing indicates a significant new agreement for TXO Partners, L.P., which could impact its operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Numbers

• 001-41605 — SEC File Number (Identifies the company's filing history with the SEC.)

Key Players & Entities

• TXO Partners, L.P. (company) — Registrant
• June 26, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Fort Worth, Texas (location) — Address of principal executive offices
• 001-41605 (identifier) — Commission File Number

FAQ

Key Financial Figures

• $122.5 million — ses) from the Offering of approximately $122.5 million. As described in the Prospectus, the Pa

Filing Documents

• txo-20240626.htm (8-K) — 37KB
• exhibit11-underwritingagre.htm (EX-1.1) — 327KB
• exhibit51-lw51opinion.htm (EX-5.1) — 15KB
• june2024offeringpricingpr.htm (EX-99.1) — 13KB
• image.jpg (GRAPHIC) — 28KB
• image_0.jpg (GRAPHIC) — 7KB
• image_1.jpg (GRAPHIC) — 26KB
• 0001559432-24-000027.txt ( ) — 668KB
• txo-20240626.xsd (EX-101.SCH) — 2KB
• txo-20240626_lab.xml (EX-101.LAB) — 22KB
• txo-20240626_pre.xml (EX-101.PRE) — 13KB
• txo-20240626_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Underwriting Agreement On June 26, 2024, 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., as sole underwriter (the "Underwriter"), providing for the offer and sale by the Partnership, and purchase by the Underwriter, of 6,500,000 common units representing limited partner interests in the Partnership (the "Offering"). Pursuant to the Underwriting Agreement, the Partnership also granted the Underwriter an option for a period of 30 days to purchase up to an additional 975,000 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 Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"), and to contribute to payments the Underwriter may be required to make because of any of those liabilities. The Offering was made pursuant to the prospectus dated March 14, 2024, as supplemented by the Prospectus Supplement dated June 26, 2024, relating to the Partnership's Registration Statement on Form S-3 (File No. 333-277671) (the "Registration Statement") of the Partnership, which became effective on March 14, 2024, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act (collectively, the "Prospectus"). The Offering closed on June 28, 2024. The Partnership received proceeds (net of underwriting discounts and estimated offering expenses) from the Offering of approximately $122.5 million. As described in the Prospectus, the Partnership intends

01. Other Events

Item 8.01. Other Events. On June 26, 2024, 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 1.1 Underwriting Agreement, dated as June 26, 2024, among TXO Partners, L.P., as issuer, TXO Partners GP, LLC and Raymond James & Associates, Inc., as sole underwriter, with respect to the Offering 5.1 Opinion of Latham & Watkins LLP. 23.1 Consent of Latham & Watkins LLP (included in Exhibit 5.1) . 99.1 TXO Partners, L.P. Press Release, dated as June 26, 2024 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 28, 2024 By: /s/ Brent W. Clum Name: Brent W. Clum Title: President of Business Operations and Chief Financial Officer |