TXO Partners (NYSE: TXO) JV asset sales to raise about $100M cash
Rhea-AI Filing Summary
TXO Partners, L.P. announced that Cross Timbers Energy, LLC, a joint venture in which it holds a 50% interest, has agreed to sell oil and gas properties for approximately
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Insights
TXO monetizes JV assets for debt-like obligation and refocuses portfolio.
TXO Partners is facilitating the sale of substantially all assets in its Cross Timbers joint venture for about
A portion of proceeds is earmarked for a
The filing notes closing is expected in the second quarter of
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
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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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.
Cross Timbers Transactions
On March 10, 2026, Cross Timbers Energy, LLC (“Cross Timbers”), a joint venture in which TXO Partners, L.P. (the “Partnership”) holds a 50% interest, announced that it has executed purchase and sale agreements with multiple private buyers to sell oil and gas properties totaling approximately $200 million in aggregate consideration (collectively, the “Cross Timbers Transactions”), including a purchase and sale agreement (the “Purchase Agreement”) with CTOC Energy, LLC (“CTOC”) for approximately $123.5 million in aggregate consideration. The Cross Timbers Transactions, if consummated, represent substantially all of the assets owned by Cross Timbers. CTOC is owned by certain family members of Mr. Bob R. Simpson, a member of the Board of Directors of the Partnership (the “Board”) and the Chairman of the Board. The Purchase Agreement has been unanimously approved by the Board of Directors of the Partnership’s general partner and the Conflicts Committee of the Board of Directors of the Partnership’s general partner. Subject to customary closing conditions, the Cross Timbers Transactions are expected to close in the second quarter of 2026. There can be no assurance that all conditions to the closing of any or all of the Cross Timbers Transactions will be satisfied.
The Partnership expects to receive approximately $100 million in net proceeds from the Cross Timbers Transactions, subject to customary purchase price adjustments. The Partnership intends to use a portion of the net proceeds to pay the $70 million deferred payment for its 2025 purchase of assets from White Rock Energy, LLC, due on July 31, 2026.
The Purchase Agreement contains representations, warranties and other provisions that were made only as of the date specified therein, are solely for the benefit of the parties thereto, and are subject to negotiated limitations. The Purchase Agreement is a contractual document that establishes and governs the legal relations among the parties thereto and is not intended to be a source of factual, business or operational information about the parties. The representations and warranties made by the parties may be (i) qualified by disclosure schedules containing information that modifies, qualifies or creates exceptions to such representations and warranties and (ii) subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, investors and security holders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
Item 7.01 Regulation FD Disclosure.
On March 10, 2026, the Partnership issued a press release announcing the Cross Timbers Transactions. The press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.
Information in this Item 7.01 (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act except as otherwise expressly stated in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
2.1 |
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Purchase and Sale Agreement with CTOC, dated as of March 10, 2026 |
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99.1 |
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TXO Partners, L.P. Cross Timbers Transactions, dated as of March 10, 2026 |
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104.0 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
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TXO Partners, L.P. |
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By: |
TXO Partners GP, LLC its general partner |
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Date: |
March 10, 2026 |
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/s/ Brent W. Clum |
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Name: |
Brent W. Clum |
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Co-Chief Executive Officer and Chief Financial Officer |
Exhibit 99.1
purchase of assets from White Rock Energy, LLC, due on July 31, 2026. Going forward, the company’s operations will focus on the Williston Basin, San Juan Basin and the Vacuum and Parker fields in the Permian Basin. These transactions are expected to close in the second quarter of 2026, subject to customary closing conditions. There can be no assurance that all of the conditions to closing any or all of these transactions will be satisfied.
Jefferies LLC is serving as sole financial advisor on the transactions while Kelly Hart & Hallman LLP represents Cross Timbers as legal advisor.
About TXO Partners, L.P.
TXO Partners, L.P. is a master limited partnership focused on the acquisition, development, optimization and exploitation of conventional oil, natural gas, and natural gas liquids (NGL) reserves in
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Exhibit 99.1
North America. TXO’s current acreage positions are concentrated in the Permian Basin of West Texas and New Mexico, the San Juan Basin of New Mexico and Colorado and the Williston Basin of Montana and North Dakota.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements often include words such as “may,” “assume,” “forecast,” “could,” “should,” “will,” “plan,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “budget” and similar expressions, although not all forward-looking statements contain such identifying words. These forward-looking statements include the timing, amount, and ability to consummate the pending asset sales by our joint venture, our areas of focus going forward, and our ability to realize anticipated benefits
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Exhibit 99.1
from the sales. These forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events at the time such statement was made, and it is possible that the results described in this press release will not be achieved. Our assumptions and future performance are subject to a wide range of business risks, uncertainties and factors, including, without limitation, the following: our ability to meet distribution expectations and projections; the volatility of oil, natural gas and NGL prices; our ability to safely and efficiently operate TXO’s assets; our ability to realize the anticipated benefits from acquired assets and recently drilled horizontal wells; uncertainties about our estimated oil, natural gas and NGL reserves, including the impact of commodity price declines on the economic producibility of such reserves, and in projecting future rates of production; and the risks and other factors disclosed in TXO’s filings with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
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Exhibit 99.1
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, TXO does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for TXO to predict all such factors.
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FAQ
What asset sale did TXO Partners (TXO) announce involving Cross Timbers?
How much cash does TXO Partners expect from the Cross Timbers asset sales?
How will TXO Partners use proceeds from the Cross Timbers transactions?
When are the TXO Partners Cross Timbers asset sales expected to close?
How will TXO Partners’ operational focus change after the Cross Timbers sales?
What related-party aspect is disclosed in TXO Partners’ Cross Timbers deal?
Filing Exhibits & Attachments
3 documentsPress Releases
