KRP Kimbell Royalty Partners

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): March 25, 2019

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))

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

On March 25, 2019, Kimbell Royalty Partners, LP, a Delaware limited partnership (the “Partnership”), completed its previously announced acquisition (the “Acquisition”) of all of the equity interests in certain subsidiaries owned by PEP I Holdings, LLC, a Delaware limited liability company (“Phillips I Seller”), PEP II Holdings, LLC, a Delaware limited liability company (“Phillips II Seller”), and PEP III Holdings, LLC, a Delaware limited liability company (“Phillips III Seller” and, together with Phillips I Seller and Phillips II Seller, each a “Seller” and, collectively, the “Sellers”), pursuant to the Securities Purchase Agreement (the “Purchase Agreement”), dated as of February 6, 2019, by and among the Partnership, Kimbell Royalty Operating, LLC, a Delaware limited liability company (“Opco”), and the Sellers.

Amendment No.1 to the Securities Purchase Agreement

On March 25, 2019, the Partnership entered into Amendment No. 1 to the Purchase Agreement (the “Amendment”), which adjusted the balance between the cash amount on the one hand, and the Opco Common Units and Class B Units on the other hand, to be held in escrow pending the outcome of ongoing litigation involving certain of the acquired subsidiaries.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the text of the Amendment, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.

of the Closing, there are seventeen rigs that are actively drilling on the acquired acreage, increasing the total number of rigs actively drilling on the Partnership’s acreage to 90 rigs. In addition, the Acquisition adds approximately 12,200 net royalty acres, increasing the Partnership’s total net royalty acre position by 9% to 144,100 net royalty acres across the continental U.S. Finally, the Partnership estimates that the average five-year decline rate for its proved developed producing reserves after giving effect to the Acquisition will remain near the current level of approximately 12%.

Reserve engineering is a complex and subjective process of estimating underground accumulations of oil and natural gas that cannot be measured in an exact way, and the accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. As a result, estimates prepared by one engineer may vary from those prepared by another. Estimates relating to the Partnership’s combined oil and gas properties as of December 31, 2019 will be prepared by Ryder Scott Company, L.P. using the information available at that time. Upon completion of their review, the estimates relating to the Acquisition as of December 31, 2019 will be different from management’s current estimates of such reserves. In connection with the foregoing, please read the cautionary statements provided under the heading “Forward-Looking Statements” below, which is incorporated into this Item 8.01 by reference.

Forward-Looking Statements

Certain information contained in this Current Report on Form 8-K and in the exhibits hereto includes forward-looking statements, in particular statements relating to the Partnership’s future operating and production results, and the tax treatment of the Partnership’s distributions. These and other forward-looking statements involve risks and uncertainties, including risks and uncertainties relating to the Partnership’s business, prospects for growth and acquisitions and the securities markets generally. Except as required by law, the Partnership undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after the date hereof. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Partnership’s filings with the Commission. These include risks that the anticipated benefits of the Acquisition are not realized, as well as 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; 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 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 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 the Partnership’s ability to realize the anticipated benefits from and to integrate acquired assets, including the assets acquired in the Acquisition; risks relating to tax matters; and other risks described in the Partnership’s Annual Report on Form 10-K and other filings with the Commission, available at the Commission’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 hereof.

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