UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Introductory Note |
As reported in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission by Kimbell Royalty Partners, LP, a Delaware limited partnership (“Kimbell”), on December 15, 2022 (the “Original Form 8-K”), on December 15, 2022, Kimbell and Kimbell Royalty Operating, LLC, a Delaware limited liability company (together with Kimbell, the “Buyer Parties”), completed the previously announced acquisition (the “Acquisition”) of mineral and royalty interests pursuant to a purchase and sale agreement, dated November 3, 2022, by and among the Buyer Parties and Hatch Royalty LLC, a Delaware limited liability company (“Hatch”).
This amendment is filed to provide the historical financial statements of Hatch Resources LLC, the consolidating parent company of Hatch, and the pro forma financial information of Kimbell giving effect to the Acquisition, as required by Item 9.01 of Form 8-K. Except as set forth below, the Original Form 8-K is unchanged.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired.
The audited historical financial statements of Hatch Resources LLC, as of and for the year ended December 31, 2021, and the unaudited interim financial statements of Hatch Resources LLC, as of and for the nine months ended September 30, 2022, together with the related notes to such financial statements, are filed as Exhibits 99.1 and 99.2 hereto, respectively, and incorporated by reference herein.
(b) Pro Forma Financial Information.
The following unaudited pro forma financial information of Kimbell giving effect to the Acquisition is filed as Exhibit 99.3 hereto and incorporated by reference herein:
| · | unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2022; and | |
| · | unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021. |
(d) Exhibits.
| Number | Description | |
| 23.1 | Consent of Weaver and Tidwell, L.L.P., independent auditor to Hatch Resources LLC | |
| 99.1 | Audited historical financial statements of Hatch Resources LLC, as of and for the year ended December 31, 2021 | |
| 99.2 | Unaudited interim financial statements of Hatch Resources LLC, as of and for the nine months ended September 30, 2022 | |
| 99.3 | Unaudited pro forma condensed combined financial statements of Kimbell Royalty Partners, LP | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
SIGNATURE
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.
| KIMBELL ROYALTY PARTNERS, LP | ||
| By: | Kimbell Royalty GP, LLC, | |
| its general partner | ||
| By: | /s/ Matthew S. Daly | |
| Matthew S. Daly | ||
| Chief Operating Officer | ||
Date: March 2, 2023