M&A - TXO Partners, L.P.

Form Type: 424B5

Filing Date: 2025-05-14

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525119947

Filing Summary: On May 13, 2025, TXO Partners, L.P. entered into a Purchase and Sale Agreement with North Hudson Resource Partners, LP to acquire certain oil, gas, and mineral assets owned by White Rock Energy, LLC for a total consideration of $349.9 million, consisting of $279.9 million in cash at closing and $70 million to be paid 12 months post-closing. The acquisition, referred to as the Pending Acquisition, includes 177,000 gross acres and a total of 207 operated wells and 124 non-operated wells. As of April 30, 2025, the total proved reserves of the assets are 25.3 MMBoe, with total production averaging 6,011 boe/day. Following this acquisition, the company's development budget for 2025 is expected to rise to approximately $65 million, which will be allocated across both the newly acquired White Rock Assets and the existing properties in the Williston Basin and others. The effective date for the Pending Acquisition is reported as May 1, 2025, with a closing anticipated in the third quarter of 2025, subject to customary conditions. The company plans to fund the acquisition through a mix of proceeds from a concurrent offering and available cash, alongside potential borrowing. There are risks associated with the completion of the acquisition, including potential conditions or adjustments to the financing.

Form Type: 424B5

Filing Date: 2025-05-14

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525119949

Filing Summary: TXO Partners, L.P. is conducting an offering of 11,666,667 common units representing limited partner interests at a public offering price of $15.00 per unit, with total expected proceeds of approximately $175,000,005. The offering is connected to a pending acquisition of oil, gas, and mineral assets from White Rock Energy, LLC for $279.9 million in cash payable at closing and an additional $70 million payable twelve months after closing. This acquisition, expected to close in Q3 2025, will significantly increase TXO's leasehold and mineral acreage and is anticipated to enhance production and distributions. Key figures in management and directors plan to purchase a total of 2,970,000 common units in this offering. The report outlines risk factors associated with investments in limited partnerships as opposed to corporations, and it further explains the deal's structure and implications for TXO's operational strategies, particularly in managing commodity prices and production efficiency.

Form Type: 424B5

Filing Date: 2025-05-13

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525118851

Filing Summary: On May 13, 2025, TXO Partners, L.P. entered into a Purchase and Sale Agreement to acquire oil, gas, and mineral assets owned by White Rock Energy, LLC located in the Williston Basin of Montana and North Dakota. The acquisition, termed the Pending Acquisition, represents a total consideration of $279.9 million in cash at closing, with an additional $70 million due 12 months post-closing, subject to standard purchase price adjustments. The assets comprise 177,000 gross acres and 207 operated wells, with total proved reserves of 25.3 MMBoe and average daily production of 6,011 boe/day (82% oil, 11% NGLs, 6% gas) as of February 28, 2025. If successful, the acquisition is expected to close in the third quarter of 2025 with a planned increase in the 2025 development budget to approximately $65 million, which will support several new and refrac well projects. The effective date of the acquisition will be retroactive to May 1, 2025.

Form Type: 424B5

Filing Date: 2025-05-13

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525118859

Filing Summary: On May 13, 2025, TXO Partners, L.P. entered into a Purchase and Sale Agreement with North Hudson Resource Partners, LP to acquire certain oil, gas, and mineral assets owned by White Rock Energy, LLC, situated in the Williston Basin of Montana and North Dakota. The acquisition, referred to as the Pending Acquisition, involves a consideration of $279.9 million in cash payable at closing and an additional $70 million payable within 12 months after closing, subject to customary adjustments. The effective date for the acquisition is set for May 1, 2025, with expectations for completion by the third quarter of 2025. The assets include 177,000 gross acres with a total proved reserves of 25.3 MMBoe. Following the acquisition, TXO plans to enhance its development budget to approximately $65 million to fund activities including new drilling and refracturing operations aimed at increasing daily production significantly. The document also outlines the company's operational strategies and financial health, highlighting the management team's extensive industry experience and the goal to mitigate risks associated with commodity price fluctuations and operational challenges.

Form Type: 8-K

Filing Date: 2025-05-13

Corporate Action: Acquisition

Type: New

Accession Number: 000155943225000066

Filing Summary: On May 13, 2025, TXO Partners, L.P. announced a Purchase and Sale Agreement (PSA) with White Rock Energy, LLC to acquire oil, gas, and mineral assets in the Williston Basin of Montana and North Dakota, totaling $279.9 million in cash at closing and an additional $70 million payable a year later. The acquisition is expected to finalize in the third quarter of 2025, contingent upon satisfaction of closing conditions. A press release regarding this acquisition was issued the same day, and the effective date of the transaction will be May 1, 2025. If conditions are not met by August 31, 2025, the seller may retain a $47.5 million deposit.