UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously disclosed by Mach Natural Resources LP (the “Company”), on May 13, 2024, the board of directors of Mach Natural Resources GP LLC (in its capacity as general partner of the Company, the “General Partner”) unanimously approved, and recommended that our unitholders approve, the form of Amendment No. 1 (the “Amendment”) to the Amended and Restated Agreement of Limited Partnership of the Company, dated as of October 27, 2023 (the “Partnership Agreement”), and BCE-Mach Aggregator LLC, Mach Natural Resources LLC, and certain other entities beneficially owned and controlled by Tom L. Ward (who hold in the aggregate approximately 86.2% of the Company’s outstanding common units), approved by written consent (the “Consent”), in lieu of a meeting of unitholders, the entry into the Amendment.
On May 24, 2024, the Company filed the Definitive Information Statement on Schedule 14C to inform its unitholders of the Consent, and the Consent became effective on June 13, 2024, and on such date the General Partner executed the Amendment. The Amendment extends the time by which the Company must make quarterly cash distributions to unitholders from 60 days after the end of each Quarter to 90 days.
The preceding summary of the Amendment is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit
Number |
Description | |
| 3.1 | Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Mach Natural Resources LP. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Mach Natural Resources LP | |||
| By: | Mach Natural Resources GP LLC, | ||
| its general partner | |||
| Dated: June 13, 2024 | By: | /s/ Tom L. Ward | |
| Name: | Tom L. Ward | ||
| Title: | Chief Executive Officer | ||
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