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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EXPLANATORY NOTE
This amendment is filed to provide the financial statements of the businesses acquired in the Transactions and the pro forma financial information of the Partnership for the Transactions as required by Item 9.01 of Form 8-K. Except as set forth below, the Initial Form 8-K is unchanged.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired.
The unaudited consolidated financial statements of EMEP for the six months ended June 30, 2024 and 2023, including the related notes thereto, are filed herewith as Exhibit 99.1.
The audited consolidated financial statements of EMEP for the years ended December 31, 2023 and 2022, including the related notes thereto, are filed herewith as Exhibit 99.2.
The unaudited statements of revenues and direct operating expenses of the Vendera properties for the six months ended June 30, 2024 and 2023, including the related notes thereto, are filed herewith as Exhibit 99.3.
The audited statements of revenues and direct operating expenses of the Vendera properties for the years ended December 31, 2023 and 2022, including the related notes thereto, are filed herewith as Exhibit 99.4.
(b) Pro Forma Financial Information.
The unaudited pro form condensed combined balance sheet of the Partnership as of June 30, 2024, and the unaudited pro forma condensed combined statements of operations of the Partnership for the six months ended June 30, 2024 and the year ended December 31, 2023, including the related notes thereto, giving effect to the Transactions are filed herewith as Exhibit 99.5. The unaudited pro forma financial information gives effect to the Transactions on the basis, and subject to the assumptions, set forth in accordance with Article 11 of Regulation S-X.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TXO Partners, L.P. | ||||||
| By: | TXO Partners GP, LLC its general partner | |||||
| Dated: November 13, 2024 | By: | /s/ Brent W. Clum | ||||
| Name: | Brent W. Clum | |||||
| Title: | President of Business Operations and Chief Financial Officer | |||||