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重大事件 即時報告 8-K 2026-07-17

Kimbell Royalty Partners以2.154億美元收購油氣特許權權益,預計即時增厚可分派現金流

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Kimbell Royalty Partners(NYSE: KRP)以 8-K 表格申報,宣佈向關聯賣方收購油氣特許權權益,作價約 2.154 億美元(「Drop Down」),預計於 2026 年 8 月 21 日前後完成,並即時增厚每單位可分派現金流 🎯。 交易總代價包括 7,490 萬美元現金(約 35%)及發行 950 萬個新 OpCo 普通單位(估值 1.405 億美元),最終作價須按慣例調整。收購資產涵蓋約 2,568 淨特許權英畝(按 1/8 標準化為 20,547 NRA),集中於 Eagle Ford、Permian、Mid-Con 及 Appalachia 等優質盆地,橫跨超過 300 萬總英畝及 29,000 口總生產井。 預計 2026 年第三季平均日產量約 2,347 桶油當量(841 桶原油、569 桶天然氣液、5,624 千立方英尺天然氣)。資產組合生產遞減率僅 13%,有助維持 Kimbell 最佳五年遞減率。截至 2026 年 3 月 31 日,有 9 部鑽機積極鑽探,177 個已鑽未完井及許可證支持短期增長。 主席兼行政總裁 Bob Ravnaas 表示,此為 2017 年上市以來第二次 Drop Down,預期交易可於短期及長期推動顯著產量與可分派現金流增長,並強化跨盆地礦權規模。出售方在交割後須遵守 90 日禁售期。 對投資者而言,交易若順利完成,預計即時提升單位現金分派能力,惟仍需注意慣例交割條件及潛在風險(如油價波動、整合延誤等)。Kimbell 重申前瞻陳述不構成保證,投資者應參閱其 10-K 年報等 SEC 文件了解風險因素。
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EX-99.1
3
tm2620717d1_ex99-1.htm
EXHIBIT 99.1

 

 

Exhibit 99.1

 

NEWS RELEASE

 

 

 

Kimbell Royalty
Partners, LP Announces $215.4 Million Drop Down Acquisition

 

FORT WORTH, Texas, July 17,
2026 – Kimbell Royalty Partners, LP (NYSE: KRP) (“Kimbell” or the “Company”), a leading owner of oil
and gas mineral and royalty interests in over 17 million gross acres in 28 states, today announced the purchase of certain oil and gas
royalty interests from certain affiliated sellers for approximately $215.4 million (the “Drop Down”).

 

HIGHLIGHTS

 

·Expected
to close on or around August 21, 2026 and be immediately accretive to distributable cash flow per unit1

·Total
 purchase price consideration is comprised of $74.9 million in cash (approximately 35%) and
 9.5 million newly issued common units of Kimbell Royalty Operating, LLC (“OpCo”)
 valued at $140.5 million, subject to customary closing and post-closing adjustments

·Approximately
 2,568 Net Royalty Acres (20,547 NRA normalized to 1/8th), strategically focused
 in premier areas of the Eagle Ford, Permian, Mid-Con and Appalachia

·Expected
 Q3 2026 average daily production of 2,347 boe/d (841 Bbl/d of oil, 569 Bbl/d of NGLs, and
 5,624 Mcf/d of natural gas) (6:1) 

·Targeted
 multi-basin portfolio spans over 3 million gross acres with over 29,000 gross producing wells
 in high-growth areas across the Lower 48, further expanding Kimbell’s scaled and diversified
 mineral and royalty position

·Expected
 near-term production growth supported by strong historical development cadence, 9 rigs actively
 drilling on acreage as of March 31, 2026, and 177 DUCs and permits

·Shallow
 production decline of 13% enhances Kimbell’s best-in-class five-year PDP decline rate
 

 

“We are pleased to announce the
second drop down acquisition since our IPO in February 2017, and we expect the transaction to drive significant production and distributable
cash flow growth, both in the near term and for years to come,” said Bob Ravnaas, Chairman and Chief Executive Officer of Kimbell’s
general partner.

 

“Located in the premier oil and
gas resource plays in the Eagle Ford, Permian, Mid-Con and Appalachia, the Drop Down strengthens our existing multi-basin mineral footprint
and provides an attractive blend of current production, expected baseline growth from near-term activity and more than a decade of future
development inventory. I want to thank our team and our advisors for their diligent work as we continue to scale our proven business
model.”

 

 

1 With an effective date
of June 1, 2026, the cash flows from the Drop Down and related accretion will be recognized fully in Q3 2026.

 

  

  

 

 

Kimbell Royalty Partners, LP – News Release

Page 2

 

The Drop Down was approved by the Conflicts
and Compensation Committee of the Board of Directors of Kimbell Royalty Partners' general partner (the "Conflicts Committee")
and the Board of Directors of Kimbell Royalty Partners' general partner on July 16, 2026. Evercore acted as financial advisor and Potter
Anderson & Corroon LLP acted as legal advisor to the Conflicts Committee in connection with the Drop Down. White & Case LLP and
Kelly Hart & Hallman LLP acted as legal advisor to Kimbell in connection with the Drop Down. TenOaks Energy Partners, LLC and Stephens
Inc. acted as financial advisors and Mayer Brown LLP acted as legal advisor to the sellers in the Drop Down. The sellers in the Drop
Down will be subject to a 90-day lockup after closing, which is expected to occur on or around August 21, 2026. The closing of the Drop
Down remains subject to the satisfaction of customary closing conditions, and there can be no assurance that it will be completed as
planned or at all.

 

About Kimbell Royalty Partners

 

Kimbell (NYSE:
KRP) is a leading oil and gas mineral and royalty company based in Fort Worth, Texas. Kimbell owns mineral and royalty interests in over
17 million gross acres in 28 states and in every major onshore basin in the continental United States, including ownership in more than
135,000 gross wells. To learn more, visit http://www.kimbellrp.com.

 

Forward-Looking Statements

 

This news release
includes forward-looking statements. These forward-looking statements, which include statements regarding the anticipated benefits of
the Drop Down, the expected timing of the closing of the Drop Down, operational data with respect to the Drop Down, involve risks and
uncertainties, including risks that the anticipated benefits of the Drop Down are not realized; risks relating to Kimbell’s integration
of the Drop Down assets; risks relating to the possibility that the Drop Down does not close when expected or at all because any conditions
to the closing are not satisfied on a timely basis or at all; and risks relating to Kimbell’s business and prospects for growth
and acquisitions. Except as required by law, Kimbell undertakes no obligation and does not intend to update these forward-looking statements
to reflect events or circumstances occurring after this news release. When considering these forward-looking statements, you should keep
in mind the risk factors and other cautionary statements in Kimbell’s filings with the Securities and Exchange Commission (“SEC”). 
These include 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, which would adversely impact cash flow; risks
relating to the impairment of oil and natural gas properties; 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 relating
to Kimbell’s ability to meet financial covenants under its credit agreement or its ability to obtain amendments or waivers to effect
such compliance; risks relating to Kimbell’s hedging activities; 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 borrowing base redeterminations by Kimbell’s lenders, 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 Kimbell’s ability to realize the anticipated benefits from and to integrate acquired
assets, including the assets acquired in the Drop Down; and other risks described in Kimbell’s Annual Report on Form 10-K and other
filings with the SEC, available at the SEC’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 of this news release.

 

Contact:

 

Rick
Black
Dennard Lascar Investor Relations
[email protected]
(713) 529-6600