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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): July 24, 2023

 

 

Kimbell Royalty Partners, LP

(Exact name of registrant as specified in its charter)

 

 

Delaware   1-38005   47-5505475

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

777 Taylor Street, Suite 810

Fort Worth, Texas

  76102
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (817) 945-9700

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to 12(b) of the Act:

 

Title of each class: Trading symbol(s): Name of each exchange on which
registered:
Common Units Representing Limited Partnership Interests KRP New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

 Item 1.01. Entry into a Material Definitive Agreement.

 

On July 24, 2023, Kimbell Royalty Partners, LP, a Delaware limited partnership (the “Partnership”), entered into Amendment No. 1 (the “First Amendment”) to the Partnership’s existing Amended and Restated Credit Agreement, dated as of June 13, 2023 (as amended or modified prior to such date, the “Existing Credit Agreement”), with certain subsidiaries of the Partnership, as guarantors, the several lenders party thereto (the “Lenders”) and Citibank, N.A., as administrative agent. The First Amendment amends the Existing Credit Agreement to, among other things, (i) decrease the frequency of and increase the threshold for excess cash determinations and (ii) permit the Partnership to issue certain preferred equity interests. The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the text of the First Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.

 

 Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

 

 Item 9.01. Financial Statements and Exhibits.

 

   (d) Exhibits.

 

 Number   Description
10.1   Amendment No. 1 to Amended and Restated Credit Agreement, dated as of July 24, 2023, by and among Kimbell Royalty Partners, LP, each of the guarantors party thereto, the several lenders from time to time parties thereto and Citibank, N.A., as administrative agent.
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: July 28, 2023