Item 8.01. Other Events.
On November 11, 2019, Kimbell Royalty Partners, LP, a Delaware limited partnership (Kimbell), and Kimbell Royalty Operating, LLC, a Delaware limited liability company and a subsidiary of Kimbell (Opco and, together with Kimbell, the Buyer Parties), entered into a Purchase and Sale Agreement (the Purchase Agreement) with Buckhorn Resources GP, LLC, a Texas limited liability company, Buckhorn Minerals I GP, LP, a Delaware limited partnership, Buckhorn Minerals I, LP, a Delaware limited partnership, Buckhorn Minerals II, LP, a Delaware limited partnership, Buckhorn Minerals III, LP, a Delaware limited partnership, Buckhorn Minerals III-QP, LP, a Delaware limited partnership, and Buckhorn Minerals IV, LP, a Delaware limited partnership (collectively, the Sellers). The transactions contemplated by the Purchase Agreement are referred to herein as the Acquisition.
Pursuant to the terms of the Purchase Agreement, the Buyer Parties have agreed to acquire certain mineral and royalty assets from the Sellers for aggregate consideration at the closing of the Acquisition consisting of 2,207,880 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), together valued at approximately $31.8 million. The Opco Common Units, together with the Class B Units, will be exchangeable for an equal number of common units representing limited partner interests in Kimbell (Common Units). The consideration for the Acquisition is subject to certain adjustments as set forth in the Purchase Agreement.
The private placement of the Opco Common Units and the Class B Units, together with any Common Units that are issued upon an exchange election by holders of such units in the future, will be exempt from the registration requirements of the Securities Act of 1933, as amended (the Securities Act), pursuant to Section 4(a)(2) of the Securities Act.
Completion of the Acquisition is subject to the satisfaction or waiver of certain closing conditions as set forth in the Purchase Agreement.