Form 8-K - Current report

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): December 8, 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 December 8, 2023, Kimbell Royalty Partners, LP, a Delaware limited partnership (the “Partnership”), entered into Amendment No. 2 (the “Second Amendment”) to the Partnership’s existing Amended and Restated Credit Agreement, dated as of June 13, 2023 (as amended by Amendment No. 1 to Amended and Restated Credit Agreement, dated as of July 24, 2023, and 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 Second Amendment amends the Existing Credit Agreement to, among other things, increase each of the borrowing base and aggregate elected commitments from $400 million to $550 million.

The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the text of the Second 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. 2 to Amended and Restated Credit Agreement, dated as of December 8, 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: December 11, 2023

Exhibit 10.1

Execution Version

AMENDMENT NO. 2 to AMENDED AND RESTATED Credit Agreement

This Amendment No. 2 to Amended and Restated Credit Agreement (this “Amendment”), dated as of December 8, 2023, is among Kimbell Royalty Partners, LP, a Delaware limited partnership (the “Borrower”), each of the Guarantors party hereto (the “Guarantors”), the undersigned Lenders (as defined below), Citibank, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).

INTRODUCTION

A.           The Borrower, the financial institutions party thereto as lenders (the “Lenders”) and Citibank, N.A., as administrative agent for such Lenders (in such capacity, the “Administrative Agent”) and the other Persons party thereto entered into the Amended and Restated Credit Agreement dated as of June 13, 2023 (the “Amended Credit Agreement”) and into Amendment No. 1 to Amended and Restated Credit Agreement dated as of July 24, 2023 (“Amendment No. 1”; the Amended Credit Agreement as amended by Amendment No. 1, the “Current Credit Agreement”).

B.           On the Amendment No. 2 Effective Date (hereinafter defined), this Amendment shall amend the Current Credit Agreement as hereinafter provided.

THEREFORE, the Borrower, the Guarantors, the Administrative Agent and the undersigned Lenders hereby agree as follows:

Section 1.            Definitions; References. Unless otherwise defined in this Amendment, each term used in this Amendment which is defined in the Current Credit Agreement has the meaning assigned to such term in the Current Credit Agreement after giving effect to this Amendment.

Section 2.            Amendment of Current Credit Agreement. Upon the satisfaction or waiver of the conditions specified in Section 4 of this Amendment, effective as of the Amendment No. 2 Effective Date, (i) the definition of “Joint Lead Arrangers” in Section 1.1 of the Current Credit Agreement is hereby amended and restated in its entirety to the following:

“Joint Lead Arrangers” means BofA Securities, Inc., Capital One, National Association, Frost Bank, JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc., Mizuho Bank, Ltd., PNC Capital Markets LLC, and Truist Securities, Inc.

and (ii) Schedule 13.28 of the Current Credit Agreement is amended to read in its entirety as set forth in Schedule 13.28 attached hereto and the Lenders shall have the respective Commitments, Elected Commitments and Commitment Percentages set forth therein.

Section 3.            Representations and Warranties. Each of the Borrower and the Guarantors represents and warrants to the Administrative Agent, the Lenders and the Issuing Banks that:

(a)         the representations and warranties set forth in the Current Credit Agreement and in the other Credit Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or “material adverse effect”, in which case such representation and warranty shall be true and correct in all respects) on and as of the Amendment No. 2 Effective Date (except for any such representations and warranties that were made as of a specified date, in which case such representations and warranties were true and correct in all material respects as of such earlier date (except to the extent any such representation and warranty is qualified by materiality or “material adverse effect”, in which case such representation and warranty shall be true and correct in all respects as of such earlier date));

(b)        (i) the execution, delivery, and performance of this Amendment are within its limited partnership or limited liability company power, as appropriate, and the authority of the Borrower and the Guarantors and have been duly authorized by appropriate proceedings and (ii) this Amendment constitutes a legal, valid and binding obligation of the Borrower and the Guarantors, enforceable against the Borrower and the Guarantors in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; and

(c)         immediately prior to the effectiveness of this Amendment and immediately after giving effect thereto, no Default or Event of Default has occurred and is continuing.

Section 4.            Effectiveness. Notwithstanding anything to the contrary in this Amendment, this Amendment shall become effective (the date of effectiveness being the “Amendment No. 2 Effective Date”) upon the satisfaction (or waiver by the Administrative Agent) of the following:

(a)         Documentation. The Administrative Agent shall have received the following:

 (i)           Executed Amendment. The Administrative Agent (or its counsel) shall have received from the Borrower, the Guarantors, the Administrative Agent and the Lenders either (x) a counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment.

 (ii)         A certificate of an Authorized Officer of the Borrower as to the matters set forth in Section 4(b) hereof.

(b)         On the Amendment No. 2 Effective Date, immediately after giving effect to the transactions contemplated by this Amendment, (i) no Default or Event of Default shall have occurred and be continuing and (ii) all representations and warranties made by any Credit Party herein or in the other Credit Documents shall be true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or “material adverse effect”, in which case such representation and warranty shall be true and correct in all respects as of such earlier date) with the same effect as though such representations and warranties had been made on and as of the Amendment No. 2 Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date (except to the extent any such representation and warranty is qualified by materiality or “material adverse effect”, in which case such representation and warranty shall be true and correct in all respects as of such earlier date)).

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(c)         Fees and Expenses. The Administrative Agent shall have received all fees due and payable on or prior to the Amendment No. 2 Effective Date, including the fees and expenses of a single outside counsel for the Administrative Agent to the extent invoiced at least two (2) Business Days prior to the Amendment No. 2 Effective Date.

The Administrative Agent shall promptly notify the Lenders and the Borrower when the Amendment No. 2 Effective Date shall have occurred and such notice shall be binding on the parties hereto.

Section 5.            Borrowing Base and Aggregate Elected Commitment Amount. Effective on the Amendment No. 2 Effective Date, (a) the Lenders agree that the Borrowing Base shall be $550,000,000.00, and (b) without the requirement that any Lender deliver an Elected Commitment Increase Certificate or an Additional Lender Certificate, the Administrative Agent, the Lenders and the Borrower hereby agree that in accordance with Section 4.04 of the Credit Agreement, the Aggregate Elected Commitment Amount under the Credit Agreement is hereby increased to $550,000,000.00 as requested by the Borrower, with each such Lender’s Elected Commitment being as set forth on Schedule 13.28 to the Credit Agreement (as amended hereby). The redetermination of the Borrowing Base provided for in this Section 5 shall constitute the Scheduled Redetermination scheduled to occur on or about November 1, 2023 for purposes of Section 2.14 of the Credit Agreement. Such Borrowing Base shall remain in effect until the Borrowing Base is adjusted or redetermined in accordance with the Current Credit Agreement.

Section 6.            Assignment and Reallocation of Commitments, Etc. On the Amendment No. 2 Effective Date, each of the Lenders under the Current Credit Agreement in effect immediately prior to the Amendment No. 2 Effective Date hereby sells, assigns, transfers and conveys to the Lenders hereunder, and each of the Lenders hereunder hereby purchases and accepts, so much of the aggregate Commitments under, and Loans and participations in Letters of Credit outstanding under, the Current Credit Agreement such that, immediately after giving effect to the effectiveness of this Amendment (including any increase of the Commitments effectuated hereby), the relevant Commitments, Allocated Commitments and Percentages of each Lender shall be as set forth on Schedule 13.28 hereto. The foregoing assignments, transfers and conveyances are without recourse to any Lender and without any warranties whatsoever by the Administrative Agent, any Issuing Bank or any Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than that the warranty of any such Lender that it has not previously sold, transferred, conveyed or encumbered such interests. Lenders shall, if appropriate, make all appropriate adjustments in payments under the Current Credit Agreement, the “Notes” and the other “Loan Documents” thereunder for periods prior to the adjustment date among themselves, but in no event shall any such adjustment of SOFR Loans (a) constitute a payment or prepayment of all or a portion of any SOFR Loans or (b) entitle any Lender to any reimbursement under Section 2.10 of the Current Credit Agreement.

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Section 7.            Choice of Law. This Amendment and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Amendment and the transactions contemplated hereby shall be governed by, and construed in accordance with, the law of the State of Texas.

Section 8.            Counterparts. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic (i.e., “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart of this Amendment.

Section 9.            WAIVERS OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT, EACH ISSUING BANK AND EACH LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

THIS WRITTEN AMENDMENT AND THE CREDIT DOCUMENTS, AS DEFINED IN THE CURRENT CREDIT AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[The remainder of this page has been left blank intentionally.]

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EXECUTED as of the date first set forth above.

	BORROWER:

	KIMBELL ROYALTY PARTNERS, LP,
	a Delaware limited partnership

	By:	Kimbell Royalty GP, LLC, a Delaware limited liability company, its general partner

		By:	/s/ Matthew S. Daly
		Name:	Matthew S. Daly
		Title:	Chief Operating Officer and Secretary