FORT WORTH, Texas, Jan. 9, 2020 /PRNewswire/ -- Kimbell Royalty Partners, LP (NYSE: KRP) ("Kimbell") today announced that it has commenced an underwritten public offering of 5,000,000 common units representing limited partner interests, subject to market and other conditions. In connection with the offering, certain selling unitholders of Kimbell intend to grant the underwriters an option to purchase up to 750,000 additional common units at the public offering price less the underwriting discount and commissions.
Kimbell intends to use the net proceeds from the offering to fund a portion of the cash purchase price for the pending acquisition of oil and natural gas mineral and royalty interests held by Springbok Energy Partners, LLC and Springbok Energy Partners II, LLC (the "Springbok Acquisition"), as described in Kimbell's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on January 9, 2020, and to pay fees and expenses related to the Springbok Acquisition. Pending the closing of the Springbok Acquisition, Kimbell intends to use the net proceeds from the offering for the repayment of outstanding borrowings under its revolving credit facility. Kimbell may use future amounts borrowed under its revolving credit facility for general partnership purposes, including a potential redemption of a portion of its outstanding 7.0% Series A Cumulative Convertible Preferred Units (the "Preferred Units").
Kimbell will not receive proceeds from the sale of common units by the selling unitholders if the underwriters' option to purchase up to 750,000 additional common units is exercised.
Credit Suisse Securities (USA) LLC and Raymond James & Associates, Inc. are acting as lead book-running managers for the offering. Goldman Sachs & Co. LLC, RBC Capital Markets, LLC and UBS Securities LLC are also acting as bookrunners for the offering. When available, a copy of the preliminary prospectus for the offering may be obtained from:
Credit Suisse Securities (USA) LLC
Raymond James & Associates, Inc.
Attn: Prospectus Department
Attn: Equity Syndicate
Eleven Madison Avenue, 3rd Floor
880 Carillon Parkway
New York, NY 10010
St. Petersburg, FL 33716
Telephone: (800) 221-1037
Telephone: (800) 248-8863
To obtain a copy of the preliminary prospectus free of charge, visit the SEC's website (www.sec.gov) and search under the registrant's name, "Kimbell Royalty Partners, LP."
The common units will be issued and sold pursuant to an effective shelf registration statement on Form S-3 previously filed with the SEC. This news release shall not constitute an offer to sell or the solicitation of an offer to buy the common units, nor shall there be any sale of the common units in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This offering may only be made by means of a prospectus supplement and related base prospectus.
This news release shall not constitute a notice of redemption with respect to the Preferred Units. Any redemption of the Preferred Units will be made pursuant to a notice of redemption in accordance with the terms of such securities.
About Kimbell Royalty Partners
Kimbell (NYSE: KRP) is a leading oil and natural gas mineral and royalty company based in Fort Worth, Texas. Kimbell owns mineral and royalty interests in approximately 13 million gross acres in 28 states and in every major onshore basin in the continental United States, including ownership in more than 94,000 gross producing wells with over 40,000 wells in the Permian Basin.
This news release includes forward-looking statements, including statements related to the proposed public offering, the use of proceeds therefrom, the consummation of the Springbok Acquisition, the potential redemption of the Preferred Units and other statements that are not historical facts. These forward-looking statements involve risks and uncertainties, including risks that the anticipated benefits of the Springbok Acquisition are not realized; risks relating to Kimbell's integration of the Springbok Acquisition assets; risks relating to the possibility that the Springbok Acquisition does not close when expected or at all because any conditions to the closing are not satisfied on a timely basis or at all; and risks relating to Kimbell's business and prospects for growth generally. Except as required by law, Kimbell undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this news release. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Kimbell's Annual Report on Form 10-K and other filings with the SEC, available at the SEC's website at www.sec.gov. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release. Kimbell may not consummate the Springbok Acquisition and the closing of the offering is not conditioned upon the Springbok Acquisition.
Dennard Lascar Investor Relations
SOURCE Kimbell Royalty Partners, LP