0001104659-17-010226.txt : 20170217 0001104659-17-010226.hdr.sgml : 20170217 20170217164433 ACCESSION NUMBER: 0001104659-17-010226 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170217 DATE AS OF CHANGE: 20170217 GROUP MEMBERS: FRENCH CAPITAL MANAGEMENT, LLC GROUP MEMBERS: MARCIA F. FRENCH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Kimbell Royalty Partners, LP CENTRAL INDEX KEY: 0001657788 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 475505475 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89885 FILM NUMBER: 17621978 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: French Capital Partners, Ltd. CENTRAL INDEX KEY: 0001696968 IRS NUMBER: 000000000 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: P.O. BOX 11327 CITY: MIDLAND STATE: TX ZIP: 79701 BUSINESS PHONE: (817) 945-9700 MAIL ADDRESS: STREET 1: P.O. BOX 11327 CITY: MIDLAND STATE: TX ZIP: 79701 SC 13G 1 a17-4589_2sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Kimbell Royalty Partners, LP

(Name of Issuer)

Common Units Representing Limited Partner Interests

(Title of Class of Securities)

49435R 102

(CUSIP Number)

February 8, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 49435R 102

 

 

1.

Names of Reporting Persons
French Capital Partners, Ltd.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Texas

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
830,475

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
830,475

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
830,475

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.1% (1)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

(1)   Based on 16,332,708 common units representing limited partner interests (“Common Units”) in Kimbell Royalty Partners, LP, a Delaware limited partnership (the “Issuer”),  outstanding following the closing of the initial public offering of the Common Units of the Issuer on February 8, 2017 (the “Offering”), as set forth in the prospectus filed by the Issuer with the United States Securities and Exchange Commission pursuant to Rule 424(b) on February 6, 2017 (the “Prospectus”), and the exercise in full by the underwriters of the Offering of their option to purchase an additional 750,000 Common Units of the Issuer (the “Option”).

 

2


 

CUSIP No. 49435R 102

 

 

1.

Names of Reporting Persons
French Capital Management, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Texas

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
830,475

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
830,475

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
830,475

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.1% (1)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

(1)   Based on 16,332,708 Common Units outstanding following the closing of the Offering on February 8, 2017, as set forth in the Prospectus, and the exercise in full by the underwriters of the Option.

 

3


 

CUSIP No. 49435R 102

 

 

1.

Names of Reporting Persons
Marcia F. French

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
830,475

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
830,475

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
830,475

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.1% (1)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

(1)   Based on 16,332,708 Common Units outstanding following the closing of the Offering on February 8, 2017, as set forth in the Prospectus, and the exercise in full by the underwriters of the Option.

 

4


 

Item 1.

 

(a)

Name of Issuer
Kimbell Royalty Partners, LP (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices
777 Taylor Street, Suite 810

Fort Worth, Texas 76102

 

Item 2.

 

(a)

Names of Persons Filing

This Schedule 13G is being filed by each of the following persons (each, a “Reporting Person” and together, the “Reporting Persons”):

(i)    French Capital Partners, Ltd.

(ii)   French Capital Management, LLC

(iii)  Marcia F. French

 

(b)

Address of Principal Business Office or, if none, Residence

The address of the principal business office of each of the Reporting Persons is P.O. Box 11327, Midland, Texas 79701.

 

(c)

Citizenship

(i)    French Capital Partners, Ltd. – Texas

(ii)   French Capital Management, LLC – Texas

(iii)  Marcia F. French – United States of America

 

(d)

Title of Class of Securities
Common units representing limited partner interests in the Issuer (“Common Units”)

 

(e)

CUSIP Number
49435R 102

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

 

(k)

o

Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

Not applicable.

 

5


 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

French Capital Partners, Ltd. is the record owner of 830,475 Common Units. French Capital Management, LLC is the general partner of, and may be deemed to beneficially own the Common Units owned by, French Capital Partners, Ltd. Marcia F. French is the managing member of, and may be deemed beneficially own the Common Units that may be deemed to be owned by, French Capital Management, LLC. French Capital Management, LLC and Ms. French disclaim beneficial ownership of such Common Units except to the extent of their pecuniary interest therein.

 

1.     French Capital Partners, Ltd.

 

(a)

Amount beneficially owned:   

830,475

 

(b)

Percent of class:   

5.1% (1)

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

0

 

 

(ii)

Shared power to vote or to direct the vote:    

830,475

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

830,475

 

2.     French Capital Management, LLC

 

(a)

Amount beneficially owned:   

830,475

 

(b)

Percent of class:   

5.1% (1)

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

0

 

 

(ii)

Shared power to vote or to direct the vote:   

830,475

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

830,475

 

6


 

3.     Marcia F. French

 

(a)

Amount beneficially owned:   

830,475

 

(b)

Percent of class:   

5.1% (1)

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

0

 

 

(ii)

Shared power to vote or to direct the vote:    

830,475

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of:    

830,475

 

(1)   Based on 16,332,708 Common Units outstanding following the closing of the initial public offering of the Common Units of the Issuer on February 8, 2017, as set forth in the prospectus filed by the Issuer with the United States Securities and Exchange Commission pursuant to Rule 424(b) on February 6, 2017, and the exercise in full by the underwriters of the Offering of their option to purchase an additional 750,000 Common Units of the Issuer.

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not applicable.

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

7


 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

February 17, 2017

 

(Date)

 

 

 

 

FRENCH CAPITAL PARTNERS, LTD.

 

 

 

By:

French Capital Management, LLC, its general partner

 

 

 

 

By:

/s/ Marcia F. French

 

 

Name:

Marcia F. French

 

 

Title:

Manager

 

 

 

 

FRENCH CAPITAL MANAGEMENT, LLC

 

 

 

 

By:

/s/ Marcia F. French

 

 

Name:

Marcia F. French

 

 

Title:

Manager

 

 

 

By:

/s/ Marcia F. French

 

 

MARCIA F. FRENCH

 

8


 

EXHIBIT INDEX

 

99.1        Joint Filing Agreement, dated as of February 17, 2017, by and among the Reporting Persons.

 

9

 EX-99.1 2 a17-4589_2ex99d1.htm EX-99.1

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on its behalf of a statement on Schedule 13G (the “Statement”) and any amendments thereto, with respect to the beneficial ownership by each of the undersigned of common units representing limited partner interests (“Common Units”) in Kimbell Royalty Partners, LP, and further agrees to the filing of this Joint Filing Agreement as an exhibit to the Statement and any amendments thereto.  Each of the undersigned acknowledges that it shall be responsible for the timely filing of the Statement and any amendments thereto, and for the completeness and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others. In addition, each party to this Joint Filing Agreement expressly designates each other party to this Joint Filing Agreement as its agent and attorney-in-fact and authorizes such other party to file and execute on its behalf any amendments to the Statement.  This Joint Filing Agreement may be terminated with respect to the obligations to jointly file future amendments to the Statement as to any of the undersigned upon such party giving written notice thereof to each other party to this Joint Filing Agreement at the principal office thereof. This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same agreement.

 

Dated: February 17, 2017

 

 

FRENCH CAPITAL PARTNERS, LTD.

 

 

 

By:

French Capital Management, LLC, its general partner

 

 

 

By:

/s/ Marcia F. French

 

 

Name:

Marcia F. French

 

 

Title:

Manager

 

 

 

FRENCH CAPITAL MANAGEMENT, LLC

 

 

 

By:

/s/ Marcia F. French

 

 

Name:

Marcia F. French

 

 

Title:

Manager

 

 

 

By:

/s/ Marcia F. French

 

 

MARCIA F. FRENCH