0000899243-23-013788.txt : 20230524 0000899243-23-013788.hdr.sgml : 20230524 20230524141019 ACCESSION NUMBER: 0000899243-23-013788 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230517 FILED AS OF DATE: 20230524 DATE AS OF CHANGE: 20230524 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EnCap Energy Capital Fund VIII, L.P. CENTRAL INDEX KEY: 0001504103 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38005 FILM NUMBER: 23953362 BUSINESS ADDRESS: STREET 1: 9651 KATY FREEWAY STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 713.659.6100 MAIL ADDRESS: STREET 1: 9651 KATY FREEWAY STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EnCap Energy Capital Fund IX, L.P. CENTRAL INDEX KEY: 0001565683 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38005 FILM NUMBER: 23953363 BUSINESS ADDRESS: STREET 1: 9651 KATY FREEWAY STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 713-659-6100 MAIL ADDRESS: STREET 1: 9651 KATY FREEWAY STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MB Minerals, L.P. CENTRAL INDEX KEY: 0001978419 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38005 FILM NUMBER: 23953365 BUSINESS ADDRESS: STREET 1: 800 NORTH SHORELINE BLVD. STREET 2: SUITE 900N CITY: CORPUS CHRISTI STATE: TX ZIP: 78401 BUSINESS PHONE: (361) 888-7708 MAIL ADDRESS: STREET 1: 800 NORTH SHORELINE BLVD. STREET 2: SUITE 900N CITY: CORPUS CHRISTI STATE: TX ZIP: 78401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EnCap Partners GP, LLC CENTRAL INDEX KEY: 0001726182 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38005 FILM NUMBER: 23953366 BUSINESS ADDRESS: STREET 1: 9651 KATY FREEWAY STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 7136596100 MAIL ADDRESS: STREET 1: 9651 KATY FREEWAY STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sabalo Midland Basin, Inc. CENTRAL INDEX KEY: 0001978413 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38005 FILM NUMBER: 23953364 BUSINESS ADDRESS: STREET 1: 800 NORTH SHORELINE BLVD. STREET 2: SUITE 900N CITY: CORPUS CHRISTI STATE: TX ZIP: 78401 BUSINESS PHONE: (361) 888-7708 MAIL ADDRESS: STREET 1: 800 NORTH SHORELINE BLVD. STREET 2: SUITE 900N CITY: CORPUS CHRISTI STATE: TX ZIP: 78401 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Kimbell Royalty Partners, LP CENTRAL INDEX KEY: 0001657788 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 475505475 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 777 TAYLOR ST., SUITE 810 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-887-9976 MAIL ADDRESS: STREET 1: 777 TAYLOR ST., SUITE 810 CITY: FORT WORTH STATE: TX ZIP: 76102 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2023-05-17 0 0001657788 Kimbell Royalty Partners, LP KRP 0001726182 EnCap Partners GP, LLC 9651 KATY FREEWAY, SUITE 600 HOUSTON TX 77024 0 0 1 0 0001978419 MB Minerals, L.P. 900 NORTH SHORELINE BLVD, SUITE 900N CORPUS CHRISTI TX 78407 0 0 1 0 0001978413 Sabalo Midland Basin, Inc. 900 NORTH SHORELINE BLVD, SUITE 900N CORPUS CHRISTI TX 78407 0 0 1 0 0001565683 EnCap Energy Capital Fund IX, L.P. 9651 KATY FREEWAY, SUITE 600 HOUSTON TX 77024 0 0 1 0 0001504103 EnCap Energy Capital Fund VIII, L.P. 9651 KATY FREEWAY, SUITE 600 HOUSTON TX 77024 0 0 1 0 Common Units 4541914 I See footnotes Class B Common Units 5369218 I See footnotes OpCo Common Units 0.00 Common Units 5369218 I See footnotes The Class B units ("Class B Units") representing limited partner interests in Kimbell Royalty Partners, LP (the "Issuer") have no economic rights, but each entitles the holder thereof to one vote on all matters to be voted on by unitholders of the Issuer generally. Class B Units, together with an equivalent number of common units ("OpCo Common Units") representing limited liability company interests in Kimbell Royalty Operating, LLC ("OpCo"), are exchangeable from time to time by holders thereof for common units ("Common Units") representing limited partner interests in the Issuer on a one-for-one basis or, at OpCo's election, for cash. EnCap Partners GP, LLC ("EnCap Partners GP") is the sole general partner of EnCap Partners, LP, which is the managing member of EnCap Investments Holdings, LLC, which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the general partner of EnCap Investments L.P. ("EnCap Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP"), which is the general partner of EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII"). (Continued from Footnote 2) Additionally, EnCap Investments LP is the general partner of EnCap Equity Fund IX GP, L.P. ("EnCap Fund IX GP"), which is the general partner of EnCap Energy Capital Fund IX, L.P. ("EnCap Fund IX"), which is the sole stockholder of Sabalo Midland Basin, Inc. ("Sabalo Midland Basin"), which is the general partner of MB Minerals, L.P. ("MB Minerals"). These securities are directly held by Fund VIII. EnCap Partners GP indirectly manages EnCap Fund VIII. Therefore, EnCap Partners GP may be deemed to share voting or dispositive power over these securities and may also be deemed to be indirect beneficial owners of these securities. None of the Reporting Persons other than EnCap Partners GP and EnCap Fund VIII have or should be deemed to have any direct or indirect beneficial ownership interest in these securities, and all of the Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein. These securities are directly held by MB Minerals. On April 11, 2023, pursuant to the purchase and sale agreement (the "Kimbell PSA") by and among MB Minerals, Barry Clark, Michael F. Dignam Jr., Thomas A. Medary, Wayne A. Psencik and the Issuer and Kimbell Royalty Operating, LLC, MB Minerals received 5,369,218 OpCo Units and an equivalent amount of Class B Units. EnCap Partners GP indirectly manages Fund IX, which is the sole stockholder of Sabalo Midland Basin, which is the general partner of MB Minerals. Therefore, EnCap Partners GP, EnCap Fund IX and Sabalo Midland Basin may be deemed to share voting or dispositive power over these securities and may also be deemed to be indirect beneficial owners of these securities. (Continued from Footnote 5) None of the Reporting Persons other than EnCap Partners GP, EnCap Fund IX, Sabalo Midland Basin and MB Minerals have or should be deemed to have any direct or indirect beneficial ownership interest in these securities, and all of the Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein. 7. Signed by Barry Clark in his capacity as President of Sabalo Midland Basin, the general partner of MB Minerals. 8. Signed by Barry Clark in his capacity as President of Sabalo Midland Basin. 9. Signed by Douglas E. Swanson, Jr. in his capacity as a Managing Partner of EnCap Partners GP, the sole General Partner of EnCap Partners LP, the Managing Member of EnCap Investment Holdings, the General Partner of EnCap Investments GP, the General Partner of EnCap Investments LP, the General Partner of EnCap Fund IX GP, the General Partner of EnCap Fund IX. 10. Signed by Douglas E. Swanson, Jr. in his capacity as a Managing Partner of EnCap Partners GP, the sole General Partner of EnCap Partners LP, the Managing Member of EnCap Investment Holdings, the General Partner of EnCap Investments GP, the General Partner of EnCap Investments LP the General Partner of EnCap Equity Fund VIII GP, L.P., the General Partner of EnCap Energy Capital Fund VIII, L.P. 11. Signed by Douglas E. Swanson, Jr. in his capacity as a Managing Partner of EnCap Partners GP. /s/ Barry Clark(7) 2023-05-24 /s/ Barry Clark(8) 2023-05-24 /s/ Douglas E. Swanson, Jr.(9) 2023-05-24 /s/ Douglas E. Swanson, Jr.(10) 2023-05-24 /s/ Douglas E. Swanson, Jr.(11) 2023-05-24