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Item 1.01.
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Entry into a Material Definitive Agreement.
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On April 17, 2020, Kimbell Royalty Partners, LP (“Kimbell”)
and Kimbell Royalty Operating, LLC (“Opco” and, together with Kimbell, the “Buyer Parties”), completed
the previously announced acquisition (the “Acquisition”) of (i) all of the equity interests in Springbok Energy Partners,
LLC pursuant to the Securities Purchase Agreement, dated as of January 9, 2020 (the “Springbok I Purchase Agreement”),
by and among the Buyer Parties and the sellers named therein and (ii) all of the equity interests in Springbok Energy Partners
II, LLC pursuant to the Securities Purchase Agreement, dated as of January 9, 2020 (the “Springbok II Purchase Agreement”
and, together with the Springbok I Purchase Agreement, the “Springbok Purchase Agreements”), by and among the Buyer
Parties and the seller named therein (the “Springbok II Seller”).
The aggregate consideration for the Acquisition consisted of
(i) approximately $95.0 million in cash, subject to standard pre-closing adjustments, (ii) the issuance of 2,224,358 common units
representing limited partner interests in Kimbell (“Common Units”) to Silver Spur Resources, LLC (“SSR”)
and SEP I Holdings, LLC (“SEP I Holdings”) pursuant to the Springbok I Purchase Agreement (the “Springbok I Unit
Consideration”) and (iii) the issuance of 2,497,134 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”) to the Springbok II Seller pursuant to the Springbok II Purchase Agreement (the “Springbok II Unit Consideration”).
In connection with the closing of the Acquisition, Kimbell entered
into a Registration Rights Agreement, dated as of April 17, 2020 (the “RRA”), by and among Kimbell, SSR, SEP I Holdings
and the Springbok II Seller (collectively, the “Holders”). Pursuant to the terms of the RRA, Kimbell has agreed to
(i) prepare a shelf registration statement or an amendment to its existing shelf registration statement, in either event, with
respect to the resale of (a) the Common Units comprising the Springbok I Unit Consideration and (b) the Common Units issuable upon
the conversion of the Opco Common Units and an equal number of Class B Units comprising the Springbok II Unit Consideration (all
such Common Units, the “Registrable Securities”) that would permit some or all of the Registrable Securities to be
resold in registered transactions (the “Shelf Registration Statement”), (ii) file the Shelf Registration Statement
with the Securities and Exchange Commission (the “SEC”) within 30 days of the execution of the RRA, (iii) 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 execution of the RRA, (iv) use its reasonable best efforts to maintain the effectiveness
of the Shelf Registration Statement for the maximum period permitted by the SEC while the Holders and each of their permitted transferees
are in possession of Registrable Securities and (v) under certain circumstances, conduct underwritten offerings of or including
Registrable Securities. If the Shelf Registration Statement is not effective prior to the 120th day after the execution of the
RRA, then each applicable Holder will be entitled to certain liquidated damages as set forth in the RRA.
The RRA sets forth the priority of the Holders’ rights
with regard to the inclusion of Registrable Securities in any underwritten offering in which the existing holders of registration
rights party to (i) Kimbell’s Amended and Restated Registration Rights Agreement, dated as of March 25, 2019, or (ii) Kimbell’s
Contribution, Conveyance, Assignment and Assumption Agreement, dated as of December 20, 2016, elect to participate.
The foregoing description of the RRA does not purport to be
complete and is qualified in its entirety by reference to the text of the RRA, a copy of which is filed as Exhibit 4.1 to this
Current Report on Form 8-K and is incorporated by reference into this Item 1.01.