--- schema_version: "secwatch.filing_event.v1" accession: "0001013762-23-007277" form_type: "8-K" ticker: "MNR" cik: "0001980088" company_name: "MACH NATURAL RESOURCES LP" filed_at: "2023-10-27T23:59:59+00:00" generated_at: "2026-06-09T07:25:29.625566+00:00" event_type: "other_material" sentiment: "positive" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # Mach Natural Resources LP completes IPO of 10M units at $19, raises $171.7M net ## Summary - IPO of 10M common units at $19/unit closed Oct 27; net proceeds ~$171.7M. - Proceeds used to repay $82.1M credit facilities and buy 3.75M units from existing holders for $66.3M. - Adopted 2023 LTIP reserving 9.5M common units for incentive awards. - Appointed three independent directors: Giesinger, Perich, Keating; set director compensation. - Entered management services agreement with Mach Resources: $7.4M annual fee, estimated $97.2M first-year payments. ## SEC filing metadata - accession: 0001013762-23-007277 - form_type: 8-K - ticker: MNR - cik: 0001980088 - company_name: MACH NATURAL RESOURCES LP - filed_at: 2023-10-27T23:59:59+00:00 - event_type: other_material - sentiment: positive - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 3.02, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1980088/000101376223007277/0001013762-23-007277-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1980088/000101376223007277/ea187290-8k_machnatural.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001013762-23-007277 - JSON: https://secwatch.observer/filing/0001013762-23-007277.json - Plain text: https://secwatch.observer/filing/0001013762-23-007277.txt ## Key facts - Executive change Edgar R. Giesinger was appointed as Director at MACH NATURAL RESOURCES LP. - Action: appointed - Role: Director source text: Effective October 27, 2023, Edgar R. Giesinger, Stephen Perich and Francis A. Keating II were appointed as members of the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1980088/000101376223007277/0001013762-23-007277-index.htm - Executive change Stephen Perich was appointed as Director at MACH NATURAL RESOURCES LP. - Action: appointed - Role: Director source text: Effective October 27, 2023, Edgar R. Giesinger, Stephen Perich and Francis A. Keating II were appointed as members of the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1980088/000101376223007277/0001013762-23-007277-index.htm - Executive change Francis A. Keating II was appointed as Director at MACH NATURAL RESOURCES LP. - Action: appointed - Role: Director source text: Effective October 27, 2023, Edgar R. Giesinger, Stephen Perich and Francis A. Keating II were appointed as members of the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1980088/000101376223007277/0001013762-23-007277-index.htm - Governance Changes MACH NATURAL RESOURCES LP: Amended and restated the limited partnership agreement in connection with the closing of the Offering (effective 2023-10-27). - Change: bylaw amendment - Effective: 2023-10-27 source text: On October 27, 2023, in connection with the closing of the Offering, the Limited Partnership Agreement of Mach Natural Resources LP was amended and restated by the Amended and Restated Agreement of Limited Partnership of Mach Natural Resources LP evidence_url: https://www.sec.gov/Archives/edgar/data/1980088/000101376223007277/0001013762-23-007277-index.htm - Material Agreements MACH NATURAL RESOURCES LP entered into Underwriting Agreement with Stifel, Nicolaus & Company, Incorporated and Raymond James & Associates, Inc., as representatives of the several underwriters valued at Underwriting Agreement for initial public offering of 10,000,000 common units at $19.00 per unit; ne (effective 2023-10-24). - Action: entry - Agreement: underwriting - Counterparty: Stifel, Nicolaus & Company, Incorporated and Raymond James & Associates, Inc., as representatives of the several underwriters - Value: Underwriting Agreement for initial public offering of 10,000,000 common units at $19.00 per unit; ne - Effective: 2023-10-24 source text: On October 24, 2023, the Partnership entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Partnership, Mach Natural Resources GP LLC, a Delaware limited liability company (the “General Partner”), Stifel, Nicolaus & Company, Incorporated and Raymond James & Associates, Inc., as representatives of the several underwriters named therein (the “Underwriters”), providing for the offer and sale by the Partnership, and purchase by the Underwriters, of the Common Units. evidence_url: https://www.sec.gov/Archives/edgar/data/1980088/000101376223007277/0001013762-23-007277-index.htm - Material Agreements MACH NATURAL RESOURCES LP entered into Contribution Agreement with Mach Natural Resources Holdco LLC, Mach Natural Resources Intermediate LLC and the other contributors party thereto valued at Contribution Agreement effecting the contribution of membership interests in Mach Companies to the P (effective 2023-10-13). - Action: entry - Counterparty: Mach Natural Resources Holdco LLC, Mach Natural Resources Intermediate LLC and the other contributors party thereto - Value: Contribution Agreement effecting the contribution of membership interests in Mach Companies to the P - Effective: 2023-10-13 source text: On October 13, 2023, the Partnership entered into that certain Contribution Agreement, by and among the Partnership, Mach Natural Resources Holdco LLC, Mach Natural Resources Intermediate LLC and the other contributors party thereto (the “Contribution Agreement”), that effected the transactions whereby Bayou City Energy Management, LLC, a Delaware limited liability company (“BCE”), through its affiliate holding companies, contributed 100% of its membership interests in BCE-Mach I LLC, a Delaware limited liability company, BCE-Mach II LLC, a Delaware limited liability company and BCE-Mach III LLC, a Delaware limited liability company (collectively, the “Mach Companies”) not already owned by BCE-Mach Aggregator LLC, a Delaware limited liability company (“BCE-Mach Aggregator”), to BCE-Mach Aggregator in exchange for additional membership interests in BCE-Mach Aggregator. evidence_url: https://www.sec.gov/Archives/edgar/data/1980088/000101376223007277/0001013762-23-007277-index.htm - Material Agreements MACH NATURAL RESOURCES LP entered into Management Services Agreement with Mach Resources LLC valued at Management services agreement with Mach Resources for operational services; annual management fee of (effective 2023-10-24). - Action: entry - Counterparty: Mach Resources LLC - Value: Management services agreement with Mach Resources for operational services; annual management fee of - Effective: 2023-10-24 source text: We entered into a management services agreement (“MSA”) with Mach Resources setting forth the operational services arrangements described below. evidence_url: https://www.sec.gov/Archives/edgar/data/1980088/000101376223007277/0001013762-23-007277-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.