Kimbell (KRP) adds Mesa Royalties’ Permian assets in $145.9M deal
Rhea-AI Filing Summary
Kimbell Royalty Partners completed a cash-and-unit acquisition of Permian Basin mineral and royalty interests from Mesa Royalties valued at approximately $145.9 million. The purchase price includes $44.0 million in cash and about 6.9 million newly issued OpCo common units, with associated Class B units exchangeable into Kimbell common units.
Kimbell will record revenues from the acquired assets beginning on the June 22, 2026 closing date and is entitled to cash flow from production effective June 1, 2026. The company estimates the assets will produce roughly 1,390 Boe/d, mainly oil, across 16 Permian counties totaling about 711 Net Royalty Acres.
Kimbell also entered into a registration rights agreement, committing to file a shelf registration statement to facilitate potential resales of common units issuable upon exchange of the OpCo and Class B units received by the sellers.
Positive
- None.
Negative
- None.
Insights
Kimbell expands Permian footprint with a largely equity-funded mineral acquisition.
Kimbell Royalty Partners closed a Permian Basin minerals and royalties acquisition from Mesa Royalties valued at about $145.9 million, split between $44.0 million cash and roughly 6.9 million OpCo units valued at $101.9 million. This structure limits upfront cash outlay while issuing exchangeable equity.
The acquired assets are expected to add around 1,390 Boe/d as of June 1, 2026, with a meaningful oil component and 711 Net Royalty Acres across 16 counties. Actual contribution will depend on operator activity, commodity prices, and integration of the new interests into Kimbell’s broader 17 million–acre portfolio.
A registration rights agreement requires Kimbell to file a shelf registration for resales of common units underlying the consideration units within five business days and seek effectiveness within 120 days of closing. This provides liquidity options for sellers, and future disclosures will detail any resale activity under the shelf.
8-K Event Classification
Key Figures
Key Terms
Registration Rights Agreement regulatory
shelf registration statement regulatory
Net Royalty Acres financial
Boe/d technical
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State
or other jurisdiction |
(Commission
|
(I.R.S.
Employer |
|
|
||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
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):
Securities registered pursuant to 12(b) of the Act:
| Title of each class: | Trading symbol(s): | Name of each exchange on which registered: | ||
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. ¨
| Introductory Note |
On June 22, 2026, Kimbell Royalty Partners, LP, a Delaware limited partnership (“Kimbell”), and Kimbell Royalty Operating, LLC, a Delaware limited liability company (“OpCo” and, together with Kimbell, the “Buyer Parties”), completed the previously announced acquisition (the “Acquisition”) of mineral and royalty interests pursuant to a Purchase and Sale Agreement (the “Purchase Agreement”) with Mesa Visa Royalties, LLC, a Delaware limited liability company, (“Mesa Royalties”), Mesa Royalties III Holdings, LLC, a Delaware limited liability company (“Mesa Holdings”), Mesa Land Company, LLC, a Delaware limited liability company (“Mesa Land”, and, together with Mesa Royalties and Mesa Holdings, collectively “Sellers”). Pursuant to the terms of the Purchase Agreement, the Buyer Parties acquired certain rights, title and interests in and to certain mineral interests, overriding royalty interests, royalty interests and non-participating royalty interests in oil, gas and other hydrocarbons underlying certain lands located in Loving, Ward, Upton, Howard, Glasscock, Martin, Winkler, Culberson, Midland, Pecos, Borden, Reagan, Reeves and Dawson Counties, Texas, and Eddy and Lea Counties, New Mexico (the “Acquired Assets”). The Buyer Parties acquired the Acquired Assets for aggregate consideration comprising (i) approximately $44 million in cash and (ii) the issuance of 6,929,000 common units representing limited liability company interests in OpCo (“OpCo Common Units”) and an equal number of Class B units representing limited partner interests in Kimbell (“Class B Units”). The OpCo Common Units, together with the Class B Units, are exchangeable for an equal number of common units representing limited partners interests in Kimbell (“Common Units”). The consideration for the Acquisition is subject to certain adjustments as set forth in the Purchase Agreement. Other than in respect of the transaction, there is no relationship between the Sellers and the Buyer Parties or any of the Buyer Parties’ affiliates, directors or officers or any associate of the Buyer Parties’ directors or officers.
| Item 1.01. | Entry into a Material Definitive Agreement. |
Registration Rights Agreement
On June 22, 2026, pursuant to the terms of the Purchase Agreement, Kimbell entered into a registration rights agreement (the “Registration Rights Agreement”) in favor of the recipients of the consideration, pursuant to which, among other things, Kimbell has agreed to prepare a shelf registration statement with respect to the resale of the Common Units issuable upon the conversion of the OpCo Common Units and a corresponding number of Class B Units to be issued under the Purchase Agreement (“Registrable Securities”) that would permit some or all of the Registrable Securities to be resold in registered transactions (the “Shelf Registration Statement”), file the Shelf Registration Statement with the Securities and Exchange Commission (“SEC”) within 5 business days of the closing of the Acquisition and use its reasonable best efforts to cause the Shelf Registration Statement to become effective as soon as reasonably practicable following such filing, but in any event within 120 days of the closing of the Acquisition.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Registration Rights Agreement, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.
| Item 3.02. | Unregistered Sales of Equity Securities. |
As previously reported by Kimbell and pursuant to the Purchase Agreement, on May 18, 2026, Kimbell and Opco agreed to issue OpCo Common Units and Class B Units, respectively, in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions set forth in Section 4(a)(2) of the Securities Act. Pursuant to the terms of the Purchase Agreement, Kimbell and Opco issued 6,929,000 Opco Units and an equal number of Class B Units to the Sellers on June 22, 2026. The Opco Units, together with the Class B units, are exchangeable for an equal number of Common Units.
Any future issuance of Common Units pursuant to an exchange election by the holders of such Opco units and such Class B units will also be undertaken in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof.
| Item 7.01. | Regulation FD Disclosure. |
On June 22, 2026, Kimbell issued a news release announcing that it has completed the Acquisition. A copy of the news release is attached hereto, furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 7.01.
The information set forth in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
| Item 8.01. | Other Information. |
On June 22, 2026, Kimbell completed the Acquisition, pursuant to the terms of the Purchase Agreement. The terms and provisions of the Purchase Agreement are described in the “Introductory Note” above (and incorporated by reference herein) and in Kimbell’s Current Report on Form 8-K filed with the Commission on May 18, 2026 (the “Signing 8-K”).
The aggregate consideration for the Acquisition consisted of (i) approximately $44 million in cash and (ii) the issuance of 6,929,000 Opco Units and an equal number of Class B units. The Sellers paid $0.05 per Class B Unit issued at the closing of the Acquisition as consideration for the Class B Units, which is consistent with the amount paid per Class B unit by all current holders of Class B units.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Number | Description | |
| 4.1 | Registration Rights Agreement, dated as of June 22, 2026 between Kimbell Royalty Partners, LP and Mesa Visa Royalties, LLC, Mesa Royalties III Holdings, LLC, Mesa Land Company, LLC. | |
| 99.1 | News release issued by Kimbell Royalty Partners, LP dated June 22, 2026. | |
| 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: June 23, 2026
Exhibit 99.1
NEWS RELEASE
Kimbell Royalty Partners Closes $145.9 Million Permian Basin Mineral and Royalty Acquisition from Mesa Royalties
FORT WORTH, Texas, June 22, 2026 – Kimbell Royalty Partners, LP (NYSE: KRP) (“Kimbell” or the “Company”), a leading owner of oil and gas mineral and royalty interests in over 17 million gross acres in 28 states, today announced that it has closed the previously announced purchase of mineral and royalty interests (the “Acquired Assets”) held by Mesa Royalties (portfolio companies of funds managed by NGP), in a cash and unit transaction valued at approximately $145.9 million1 (the “Acquisition”). The purchase price for the Acquisition was comprised of $44.0 million in cash (approximately 30% of the total consideration) and approximately 6.9 million newly issued common units of Kimbell Royalty Operating, LLC (“OpCo”) valued at $101.9 million. Kimbell is entitled to all cash flow from production attributable to the Acquired Assets since the effective date of June 1, 2026. Revenues and certain other operating statistics under generally accepted accounting principles will be recorded for the Acquisition beginning on the closing date of June 22, 2026.
For the next twelve months, Kimbell estimates that, as of June 1, 2026, the Acquired Assets will produce approximately 1,390 Boe/d (754 Bbl/d of oil, 315 Bbl/d of NGLs, and 1,928 Mcf/d of natural gas) (6:1). The Acquired Assets reflect a broad, diversified footprint across 16 Permian counties, with approximately 711 Net Royalty Acres (5,691 NRA normalized to 1/8th) concentrated in the Delaware Basin (70%) and Midland Basin (30%).
About Kimbell Royalty Partners
Kimbell (NYSE: KRP) is a leading oil and gas mineral and royalty company based in Fort Worth, Texas. Kimbell owns mineral and royalty interests in over 17 million gross acres in 28 states and in every major onshore basin in the continental United States, including ownership in more than 135,000 gross wells. To learn more, visit http://www.kimbellrp.com.
1 Purchase price reflects Kimbell’s $14.70 per unit closing price as of 6/22/2026.
Kimbell Royalty Partners, LP – News Release
Page 2
Forward-Looking Statements
This news release includes forward-looking statements. These forward-looking statements, which include statements regarding the anticipated benefits of the Acquisition and operational data with respect to the Acquisition, involve risks and uncertainties, including risks that the anticipated benefits of the Acquisition are not realized; risks relating to Kimbell’s integration of the Acquisition assets; and risks relating to Kimbell’s business, prospects for growth and acquisitions and the securities markets 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 filings with the Securities and Exchange Commission (“SEC”). These include risks inherent in oil and natural gas drilling and production activities, including risks with respect to low or declining prices for oil and natural gas that could result in downward revisions to the value of proved reserves or otherwise cause operators to delay or suspend planned drilling and completion operations or reduce production levels, which would adversely impact cash flow; risks relating to the impairment of oil and natural gas properties; risks relating to the availability of capital to fund drilling operations that can be adversely affected by adverse drilling results, production declines and declines in oil and natural gas prices; risks relating to Kimbell’s ability to meet financial covenants under its credit agreement or its ability to obtain amendments or waivers to effect such compliance; risks relating to Kimbell’s hedging activities; risks of fire, explosion, blowouts, pipe failure, casing collapse, unusual or unexpected formation pressures, environmental hazards, and other operating and production risks, which may temporarily or permanently reduce production or cause initial production or test results to not be indicative of future well performance or delay the timing of sales or completion of drilling operations; risks relating to delays in receipt of drilling permits; risks relating to unexpected adverse developments in the status of properties; risks relating to borrowing base redeterminations by Kimbell’s lenders; risks relating to the absence or delay in receipt of government approvals or third-party consents; risks relating to acquisitions, dispositions and drop downs of assets; risks relating to Kimbell’s ability to realize the anticipated benefits from and to integrate acquired assets, including the assets acquired in the Acquisition; and other risks described 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.
Contact:
Rick Black
Dennard Lascar Investor Relations
krp@dennardlascar.com
(713) 529-6600