M&A: Kimbell Royalty Partners, LP

Form Type: 424B5

Filing Date: 2025-01-08

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925002107

Comments: Kimbell Royalty Partners, LP is offering 10,000,000 common units representing limited partner interests at a price of $14.90 per unit, raising approximately $149 million in total. A purchase agreement was executed on January 7, 2025, for the acquisition of mineral and royalty interests from Boren Minerals in the Permian Basin for approximately $231 million. The acquisition can be funded through cash or a combination of cash and the issuance of common units. It is expected to close in the first quarter of 2025 and is projected to be accretive to distributable cash flow. The acquired assets are estimated to enhance production by about 8% and generate approximately $30.9 million in cash flow. The offering includes an additional option for underwriters to purchase 1,500,000 common units. The company also intends to utilize proceeds from this offering primarily for the repayment of outstanding borrowings under its revolving credit facility, contributing to a better financial position for future acquisitions.

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Additional details:

Price To Public: $14.90


Underwriting Discount: $0.6705


Proceeds Before Expenses: $142,295,000


Additional Common Units Option: 1,500,000


Acquisition Total Purchase Price: $231,000,000


Cash Portion Of Acquisition: $207,000,000


Common Units To Issue: 1,433,915


Estimated Average Daily Production Increase: 8%


Expected Average Production From Acquired Assets: 1,842 Boe/d


Estimated Cash Flow: $30.9 million


Form Type: 424B5

Filing Date: 2025-01-07

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925001727

Comments: On January 7, 2025, Kimbell Royalty Partners, LP entered into a purchase and sale agreement with Boren Minerals to acquire mineral and royalty interests in the Permian Basin for approximately $231 million. The acquisition allows Kimbell the option to pay the purchase price fully in cash or as a combination of $207 million in cash and 1,433,915 common units. The acquisition is expected to close in Q1 2025 and be accretive to Kimbell's cash flow. The acquired assets produced 1,842 Boe/d, projected to enhance Kimbell's production by approximately 8%. The acquisition involves substantial operational synergies, and the effective date of the transaction is October 1, 2024. Kimbell plans to fund part of this acquisition through borrowings from its revolving credit facility.

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Additional details:

Purchase Price: 231000000


Common Units Offered: 9000000


Effective Date: 2024-10-01


Expected Closing Date: 2025-01-01


Daily Net Production Increase: 8%


Acquired Assets Production: 1842 Boe/d


Cash Portion Of Acquisition: 207000000


Common Units Issued: 1433915


Estimated Cash Flow 2025: 30900000


Form Type: 8-K

Filing Date: 2025-01-07

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925001678

Comments: On January 7, 2025, Kimbell Royalty Partners, LP entered into a purchase and sale agreement with Boren Minerals to acquire Boren's oil and natural gas mineral and royalty interests in the Permian Basin for approximately $231 million. Kimbell can pay the purchase price entirely in cash or through a combination of cash and issuing common units. The agreement includes representations, warranties, and covenants from both parties, along with indemnification provisions against certain losses. Restrictions are placed on Boren's ability to solicit alternative offers during the acquisition process. The acquisition is expected to close in Q1 2025 and is projected to increase Kimbell's average daily net production by about 8%. As of September 30, 2024, the acquired assets are estimated to consist of 6,953 net royalty acres and 875 gross producing wells, with a projected cash flow of $30.9 million at current prices. The acquisition will also likely decrease Kimbell's general administrative expenses by approximately 7% per barrel of oil equivalent. The final estimates of proved reserves for the acquired properties will be prepared as of December 31, 2025.

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Additional details:

Purchase Price: 231 million


Option To Pay: 207 million in cash and issuance of 1,433,915 common units


Closing Conditions: subject to customary closing conditions


Effective Date: 2024-10-01


Net Royalty Acres: 6,953


Gross Producing Wells: 875


Expected Increase In Production: 8%


Estimated Cash Flow: 30.9 million


Active Drilling Rigs: 2


Net Drilled Wells: 1.22


Consolidated Acres After Closing: 158,350


Gross Wells After Closing: 130,238


Active Rigs Post Acquisition: 92