--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-100546" form_type: "8-K" ticker: "KRP" cik: "0001657788" company_name: "Kimbell Royalty Partners, LP" filed_at: "2023-09-14T23:59:59+00:00" generated_at: "2026-06-10T17:39:47.599142+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # Kimbell Royalty closes $455M Cherry Creek buy, raises $325M via Apollo preferred units ## Summary - Acquired Cherry Creek Minerals for $455M cash; funded via credit facility and Apollo preferred proceeds. - Issued 325,000 Series A Cumulative Convertible Preferred Units at $1,000/unit for $325M to Apollo affiliates. - Governance: Apollo gets board observer after 5 yrs, 1 director after 6 yrs, up to 3 directors after 7 yrs or upon default. - Registration Rights Agreement covers resale of common units from conversion; liquidated damages if registration delayed. - Transition services with FourPoint Energy at ~$250k/month for 4 months (renewable) for administrative support. ## SEC filing metadata - accession: 0001104659-23-100546 - form_type: 8-K - ticker: KRP - cik: 0001657788 - company_name: Kimbell Royalty Partners, LP - filed_at: 2023-09-14T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 2.01, 3.02, 3.03, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1657788/000110465923100546/0001104659-23-100546-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1657788/000110465923100546/tm2326083d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-100546 - JSON: https://secwatch.observer/filing/0001104659-23-100546.json - Plain text: https://secwatch.observer/filing/0001104659-23-100546.txt ## Key facts - Governance Changes Kimbell Royalty Partners, LP: Fifth Amended and Restated Agreement of Limited Partnership adopted, setting forth rights, preferences, privileges and other terms relating to Preferred Units (effective 2023-09-13). - Change: charter amendment - Effective: 2023-09-13 source text: On September 13, 2023, in connection with the issuance of the Preferred Units, the General Partner amended and restated the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership by executing the Fifth Amended and Restated Partnership Agreement, which sets forth, among other things, the rights, preferences, privileges and other terms relating to the Preferred Units. evidence_url: https://www.sec.gov/Archives/edgar/data/1657788/000110465923100546/0001104659-23-100546-index.htm - M&A Transactions Kimbell Royalty Partners, LP completed an acquisition involving LongPoint Minerals II, LLC for approximately $455 million in cash (closed 2023-09-13). - Action: acquisition - Counterparty: LongPoint Minerals II, LLC - Consideration: approximately $455 million in cash - Closing: 2023-09-13 source text: Agreement. The terms and provisions of the Purchase Agreement is described in the Signing 8-K. The aggregate consideration for the Acquisition consisted of approximately $455 million in cash (the “Cash Consideration”). The Partnership funded the Cash Consideration with borrowings under the Partnership’s revolving credit facility and net proceeds from the evidence_url: https://www.sec.gov/Archives/edgar/data/1657788/000110465923100546/0001104659-23-100546-index.htm - Material Agreements Kimbell Royalty Partners, LP entered into Board Representation and Observation Agreement with Purchasers valued at Board rights granted to Preferred Unit holders (effective 2023-09-13). - Action: entry - Counterparty: Purchasers - Value: Board rights granted to Preferred Unit holders - Effective: 2023-09-13 source text: On September 13, 2023, pursuant to the Preferred Purchase Agreement, the Partnership, Kimbell Royalty GP, LLC, the general partner of the Partnership (the “General Partner”), and Kimbell GP Holdings, LLC entered into a Board Representation and Observation Agreement (the “Board Rights Agreement”) with the Purchasers. evidence_url: https://www.sec.gov/Archives/edgar/data/1657788/000110465923100546/0001104659-23-100546-index.htm - Material Agreements Kimbell Royalty Partners, LP entered into Registration Rights Agreement with Purchasers valued at Shelf registration and underwritten offering rights for Common Units issuable upon conversion of Pre (effective 2023-09-13). - Action: entry - Counterparty: Purchasers - Value: Shelf registration and underwritten offering rights for Common Units issuable upon conversion of Pre - Effective: 2023-09-13 source text: On September 13, 2023, pursuant to the terms of the Preferred Purchase Agreement, the Partnership entered into a registration rights agreement (the “Registration Rights Agreement”) with the Purchasers, pursuant to which, among other things, the Partnership has agreed to (i) prepare, file with the Commission and use its reasonable best efforts to cause to become effective within 120 days of the execution of the Registration Rights Agreement, a shelf registration statement (the “Shelf Registration Statement”) with respect to the resale of the common units representing limited partner interests in the Partnership (the “Common Units”) issuable upon conversion of the Preferred Units by the Purchasers (such Common Units being “Registrable Securities”) that would permit some or all of the Registrable Securities to be resold in registered transactions, (ii) use its reasonable best efforts to maintain the effectiveness of the Shelf Registration Statement while the Purchasers and each of their t evidence_url: https://www.sec.gov/Archives/edgar/data/1657788/000110465923100546/0001104659-23-100546-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.