{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-020461","form_type":"8-K","ticker":"TXO","cik":"0001559432","company_name":"TXO Partners, L.P.","filed_at":"2023-01-31T23:59:59+00:00","discovered_at":"2026-05-14T18:03:45.567120+00:00","generated_at":"2026-06-20T05:23:04.859271+00:00","sec_items":["1.01","3.02","8.01","5.02","5.03","9.01"],"event_type":"other_material","sentiment":"positive","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"TXO Energy Partners closes IPO; nets $88M from 5M units at $20/unit","bullets":["Closed IPO of 5,000,000 common units at $20.00/unit; net proceeds ~$88.0M.","Net proceeds to be used to pay down revolving credit facility debt.","Prior to IPO, executed 1-for-25.33 reverse unit split and exchanged preferred units for common units.","MSP II holds 25,000,000 common units, representing ~83% limited partner interest post-IPO.","Appointed Phillip R. Kevil and William H. Adams III as independent directors; adopted LTIP with 2M units reserved."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-020461","json":"https://secwatch.observer/filing/0001193125-23-020461.json","markdown":"https://secwatch.observer/filing/0001193125-23-020461.md","text":"https://secwatch.observer/filing/0001193125-23-020461.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1559432/000119312523020461/0001193125-23-020461-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1559432/000119312523020461/d459897d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-20T05:23:04.859271+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0b2a98505e","claim":"Phillip R. Kevil was appointed as Director at TXO Partners, L.P..","evidence_excerpt":"Appointment of Directors Effective January 31, 2023, Phillip R. Kevil and William (“Bill”) H. Adams III were appointed as members of the Board.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1559432/000119312523020461/0001193125-23-020461-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"dd9dbdac78","claim":"William H. Adams III was appointed as Director at TXO Partners, L.P..","evidence_excerpt":"Appointment of Directors Effective January 31, 2023, Phillip R. Kevil and William (“Bill”) H. Adams III were appointed as members of the Board.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1559432/000119312523020461/0001193125-23-020461-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"39d3cbd718416bf082cb6fc61eb146b4f6cb2d1f","claim":"TXO Partners, L.P.: Adopted the Seventh Amended and Restated Agreement of Limited Partnership (effective 2023-01-31).","evidence_excerpt":"On January 31, 2023, in connection with the closing of the Offering, the Sixth Amended and Restated Limited Partnership Agreement of MorningStar Partners, L.P. was amended and restated by the Seventh Amended and Restated Agreement of Limited Partnership of TXO Energy Partners, L.P. (as amended and restated, the “Partnership Agreement”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1559432/000119312523020461/0001193125-23-020461-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2023-01-31"}],"fact_type":"governance_change"},{"claim_id":"6279ef7218eb72d84d008382042ffea0bc38aa4f","claim":"TXO Partners, L.P.: Amended and restated certificate of limited partnership to change name and designate general partner (effective 2023-01-31).","evidence_excerpt":"Effective January 31, 2023, in connection with the closing of the Offering, the Certificate of Limited Partnership of MorningStar Partners, L.P. was amended and restated in order to (i) change the name of the Partnership to TXO Energy Partners, L.P. and (ii) designate the General Partner as the general partner of the Partnership (the “Amended and Restated Certificate of Limited Partnership”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1559432/000119312523020461/0001193125-23-020461-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-01-31"}],"fact_type":"governance_change"},{"claim_id":"4eafe47aea907ca3c1e4e3947f256fa7b550943c","claim":"TXO Partners, L.P. entered into Contribution Agreement with MorningStar Oil & Gas, LLC, MorningStar Partners II, L.P. and the Limited Partners party thereto (effective 2023-01-31).","evidence_excerpt":"In connection with the closing of the Offering and pursuant to the Contribution and Exchange Agreement entered into by and among the Partnership, MorningStar Oil & Gas, LLC, MorningStar Partners II, L.P., a Delaware limited partnership (“MSP II”) and the Limited Partners party thereto (as defined in the Sixth Amended and Restated Limited Partnership Agreement of MorningStar Partners, L.P.) on January 31, 2023 (the “Contribution Agreement”), each of the existing holders of common units in the Partnership contributed all of the outstanding equity interests in the Partnership to MSP II in exchange for equity interests in MSP II that are identical to the equity interests owned in the Partnership (the “Contribution”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1559432/000119312523020461/0001193125-23-020461-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"MorningStar Oil & Gas, LLC, MorningStar Partners II, L.P. and the Limited Partners party thereto"},{"label":"Effective","value":"2023-01-31"}],"fact_type":"material_agreement"},{"claim_id":"c56312ac3b14bd6a0b12e13a9803d8568ad849b7","claim":"TXO Partners, L.P. entered into Underwriting Agreement with Raymond James & Associates, Inc. and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters (effective 2023-01-26).","evidence_excerpt":"On January 26, 2023, the Partnership entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Partnership, TXO Energy GP, LLC, a Delaware limited liability company (the “General Partner”), MorningStar Oil & Gas, LLC, a Delaware limited liability company, and Raymond James & Associates, Inc. and Stifel, Nicolaus & Company, Incorporated, 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_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1559432/000119312523020461/0001193125-23-020461-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"underwriting"},{"label":"Counterparty","value":"Raymond James & Associates, Inc. and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters"},{"label":"Effective","value":"2023-01-26"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}