Kimbell Royalty Partners, LP (NYSE:KRP) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive
Agreement.
Underwriting Agreement
On February2, 2017, Kimbell Royalty Partners, LP (the
Partnership) entered into an Underwriting Agreement (the
Underwriting Agreement), by and among the Partnership, Kimbell
Royalty GP, LLC (the General Partner), Kimbell Operating Company,
LLC (Kimbell Operating), Kimbell Intermediate GP, LLC, Kimbell
Intermediate Holdings, LLC and Kimbell GP Holdings, LLC
(collectively, the Kimbell Parties), and Raymond James
Associates,Inc., RBC Capital Markets, LLC and Stifel, Nicolaus
Company,Incorporated, as representatives of the several
underwriters named in Schedule I thereto (the Underwriters),
providing for the offer and sale by the Partnership (the
Offering), and the purchase by the Underwriters, of 5,000,000
common units representing limited partner interests in the
Partnership (Common Units) at a price to the public of $18.00 per
Common Unit. to the Underwriting Agreement, the Partnership also
granted the Underwriters an option (the Option) for a period of
30 days to purchase up to an additional 750,000 Common Units on
the same terms. On February 6, 2017, the Underwriters exercised
the Option in full.
The material terms of the Offering are described in the
prospectus, dated February2, 2017 (the Prospectus), filed by the
Partnership with the United States Securities and Exchange
Commission (the Commission) on February6, 2017, to
Rule424(b)(4)under the Securities Act of 1933, as amended (the
Securities Act). The Offering is registered with the Commission
to a Registration Statement on FormS-1, as amended (File
No.333-215458), initially filed by the Partnership with the
Commission on January6, 2017.
The Underwriting Agreement contains customary representations,
warranties and agreements of the parties, and customary
conditions to closing, obligations of the parties and termination
provisions. Certain of the Kimbell Parties have agreed to
indemnify the Underwriters against certain liabilities, including
liabilities under the Securities Act, and to contribute to
payments the Underwriters may be required to make in respect of
those liabilities.
The Offering is expected to close on February8, 2017, subject to
customary closing conditions. The Partnership will receive
proceeds (net of the underwriting discount and structuring fee
but before offering expenses) from the Offering of approximately
$96.3 million. As described in the Prospectus, the Partnership
intends to use the proceeds to make a cash distribution to the
entities and individuals that are contributing, directly or
indirectly, certain mineral and royalty interests to the
Partnership in connection with the Offering.
As more fully described in the Prospectus, the Underwriters and
their respective affiliates are full service institutions engaged
in various activities, which may include securities trading,
commercial and investment banking, financial advisory, investment
management, investment research, principal investment, hedging,
financing, valuation and brokerage activities. From time to time,
the Underwriters and/or their respective affiliates have directly
and indirectly engaged, or may engage, in various financial
advisory, investment banking and commercial banking and other
services for the Partnership and its affiliates in the ordinary
course of their business, for which they have received or may in
the future receive customary compensation, fees, commissions and
expense reimbursement.
The foregoing description of the Underwriting Agreement is not
complete and is qualified in its entirety by reference to the
full text of the Underwriting Agreement, which is filed as
Exhibit1.1 to this Current Report on Form8-K and incorporated
into this Item1.01 by reference.
Long-Term Incentive Plan
Prior to the Offering, the board of directors of the General
Partner (the Board) adopted, and the sole limited partner of the
Partnership approved, the Kimbell Royalty GP, LLC 2017 Long Term
Incentive Plan (the Plan) for employees, officers, consultants
and directors of the General Partner, Kimbell Operating and their
respective affiliates. The Plan consists of unit options, unit
appreciation rights, restricted units, unit awards, phantom units
and distribution equivalent rights. The Plan limits the number of
Common Units that may be delivered to awards under the Plan to
2,041,600 Common Units, subject to adjustment in connection with
the terms of the Plan. The Plan will be administered by the Board
or a committee thereof.
The foregoing description is not complete and is qualified in
its entirety by reference to the full text of the Plan, which
is filed as Exhibit10.1 to this Form8-K and is incorporated in
this Item 1.01 by reference.
Item5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Effective February2, 2017, William H. Adams III, C.O. Ted
Collins,Jr. and Craig Stone became members of the Board.
Messrs.Adams and Stone also became members of the Conflicts
Committee and the Audit Committee of the Board. Mr.Stone serves
as chair of the Conflicts Committee and the Audit Committee of
the Board. Each member of the Board will be fully indemnified
by the Partnership for actions associated with being a director
to the fullest extent permitted under Delaware law.
Messrs.Adams, Collins and Stone will each receive an annual
compensation package, initially consisting of $60,000 in cash
compensation, and will be reimbursed for out-of-pocket expenses
in connection with attending meetings of the Board and
committee meetings. In addition, the chairperson of the
Conflicts Committee and the chairperson of the Audit Committee
will each receive additional cash compensation of $15,000
annually.
The description of the Plan provided above under Item 1.01 is
incorporated in this Item 5.02 by reference.
Item9.01 Financial Statements and
Exhibits.
(d) Exhibits.
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1.1 |
Underwriting Agreement, dated February2, 2017, by and |
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10.1 |
Kimbell Royalty GP, LLC 2017 Long Term Incentive Plan. |
About Kimbell Royalty Partners, LP (NYSE:KRP)
Kimbell Royalty Partners, LP owns and acquires mineral and royalty interests in oil and natural gas properties throughout the United States. As of December 31, 2015, the Company owned mineral and royalty interests in approximately 3.7 million gross acres and overriding royalty interests in approximately 0.9 million gross acres, with approximately 44% of its acres located in the Permian Basin. As of December 31, 2015, the Company’s mineral and royalty interests were located in 20 states and in every onshore basin across the continental United States, and included ownership in over 48,000 gross producing wells, including over 29,000 wells in the Permian Basin. The Company’s properties include Permian Basin, Mid-Continent, Terryville/Cotton Valley/Haynesville, Eagle Ford, Barnett Shale/Fort Worth Basin, Bakken/Williston Basin, San Juan Basin, Onshore California, DJ Basin/Rockies/Niobrara, Illinois Basin and others. Kimbell Royalty Partners, LP (NYSE:KRP) Recent Trading Information
Kimbell Royalty Partners, LP (NYSE:KRP) closed its last trading session down -0.12 at 20.43 with 200,811 shares trading hands.