UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 3)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 19, 2018 (July 12, 2018)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 x
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. x
Introductory Note
As reported in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission by Kimbell Royalty Partners, LP, a Delaware limited partnership (the “Partnership”), on July 18, 2018 (the “Original Form 8-K”), on July 12, 2018, the Partnership completed its previously announced acquisition (the “Acquisition”) of the equity interests in certain subsidiaries owned by Haymaker Minerals & Royalties, LLC (“Haymaker Minerals”) and Haymaker Properties, L.P. (“Haymaker Properties”).
On July 27, 2018, the Partnership filed an amendment (“Amendment No. 1”) to the Original Form 8-K to provide the historical financial statements of Haymaker Minerals and Haymaker Properties and the pro forma financial information of the Partnership giving effect to the Acquisition, as required by Item 9.01 of Form 8-K. On September 10, 2018, the Partnership filed an amendment (“Amendment No. 2”) to provide additional historical and pro forma information, through the quarter ended June 30, 2018, of Haymaker Minerals and Haymaker Properties and the Partnership (as applicable).
This amendment is filed to provide revised pro forma financial information, which reflects a correction to the pro forma reclassification of certain pro forma balance sheet items, including the reclassification of Deposits on oil and natural gas properties and Other assets. The corrected pro forma information filed herein supersedes the pro forma information previously filed in Amendment No. 2. Except as set forth herein with respect to the pro forma information the historical financial information of Haymaker Minerals and Haymaker Royalties that was previously filed by the Partnership in Amendment No. 1 and Amendment No. 2 is unchanged.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
· Audited historical consolidated financial statements of Haymaker Minerals as of and for the years ended December 31, 2017 and 2016, together with the related notes to the financial statements, were included in the Amendment No. 1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 27, 2018.
· Unaudited historical condensed consolidated financial statements of Haymaker Minerals as of June 30, 2018 and December 31, 2017 and for the six months ended June 30, 2018 and 2017, together with the related notes to the financial statements, were included in the Amendment No. 2 to the Company’s Current Report on Form 8-K, filed with the SEC on September 10, 2018.
· Audited historical financial statements of Haymaker Properties as of and for the years ended December 31, 2017 and 2016, together with the related notes to the financial statements, were included in the Amendment No. 1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 27, 2018.
· Unaudited historical condensed financial statements of Haymaker Properties as of June 30, 2018 and December 31, 2017 and for the six months ended June 30, 2018 and 2017, together with related notes to the financial statements, were included in the Amendment No. 2 to the Company’s Current Report on Form 8-K, filed with the SEC on September 10, 2018.
(b) Pro Forma Financial Information.
The following unaudited pro forma financial information of the Partnership giving effect to the Acquisition is filed as Exhibit 99.1 hereto and incorporated by reference herein:
· Unaudited pro forma condensed combined balance sheet as of June 30, 2018;
· Unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2018; and
· Unaudited pro forma condensed combined statement of operations for the year ended December 31, 2017.
(d) Exhibits.
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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/ R. Davis Ravnaas |
| | R. Davis Ravnaas |
| | President and Chief Financial Officer |
| |
Date: September 19, 2018
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