Business Context and Reporting Period
Company: Kimbell Royalty Partners, LP (KRP)
Filing Type: Form 8-K (Current Report)
Date of Report: April 17, 2020
Event: Completion of the previously announced acquisition of Springbok Energy Partners, LLC and Springbok Energy Partners II, LLC.
Key Financial Metrics and Transaction Details
This filing reports a material definitive agreement and unregistered sales of equity securities rather than periodic financial performance metrics. The filing text does not provide revenue, profit, cash flow, margins, debt, or liquidity figures for the reporting period.
Acquisition Consideration:
- Cash: Approximately $95.0 million (subject to standard pre-closing adjustments).
- Equity (Springbok I): Issuance of 2,224,358 Common Units to Silver Spur Resources, LLC and SEP I Holdings, LLC.
- Equity (Springbok II): Issuance of 2,497,134 Opco Common Units and an equal number of Class B Units to the Springbok II Seller.
Material Changes and Agreements
The primary material change is the closing of the Springbok Acquisition, expanding Kimbell's asset base. In connection with the closing, Kimbell entered into a Registration Rights Agreement (RRA) with the sellers. Key terms include:
- Shelf Registration: Kimbell agreed to file a shelf registration statement within 30 days and use reasonable best efforts to have it effective within 120 days to permit the resale of the newly issued units.
- Liquidated Damages: If the shelf registration is not effective within 120 days, holders are entitled to liquidated damages as defined in the RRA.
- Exchangeability: The Opco Common Units and Class B Units issued in the Springbok II transaction are exchangeable for an equal number of Common Units.
Guidance, Outlook, and Risks
The filing text does not contain specific financial guidance, outlook, or management commentary regarding future performance. The primary risk disclosed relates to the timing of the shelf registration statement effectiveness; failure to meet the 120-day deadline triggers liquidated damages obligations.
Investor Verification Checklist
- Verify the final cash consideration amount after standard pre-closing adjustments.
- Confirm the effective date of the Shelf Registration Statement to assess potential liquidated damages exposure.
- Review the full text of the Registration Rights Agreement (Exhibit 4.1) for specific terms regarding underwritten offerings and priority rights.
- Monitor future filings for the impact of the Springbok assets on Kimbell's production volumes and royalty streams.