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): May 23, 2019
Kimbell Royalty Partners, LP
(Exact name of registrant as specified in its charter)
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Delaware |
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1-38005 |
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47-5505475 |
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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777 Taylor Street, Suite 810
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76102 |
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(Address of principal executive offices) |
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(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):
¨ 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))
Securities registered pursuant to 12(b) of the Act:
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Title of each class: |
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Trading symbol(s): |
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Name of each exchange on which
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Common Units Representing Limited Partnership Interests |
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KRP |
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New York Stock Exchange |
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
Item 1.01. Entry into a Material Definitive Agreement.
On May 23, 2019, Kimbell Royalty Partners, LP, a Delaware limited partnership (the “Partnership”), entered into a Total Commitment Increase Agreement with Frost Bank, as an existing lender, and Frost Bank, as administrative agent (in such capacity, “Administrative Agent”), which amended the Partnership’s Credit Agreement, dated as of January 11, 2017 (as amended from time to time, the “Credit Agreement”) and pursuant to which Frost Bank agreed to increase its commitments under the Partnership’s revolving credit facility (the “Revolving Credit Facility”) by $5 million. On May 23, 2019, the Partnership also entered into an Additional Lender Agreement with Independent Bank, as an additional lender, and the Administrative Agent, which amended the Credit Agreement and pursuant to which Independent Bank agreed to become a lender and provide the Partnership with $20 million of commitments under the Revolving Credit Facility. After giving effect to such agreements, the aggregate maximum commitments under the Revolving Credit Facility were increased from $200 million to $225 million.
Additionally, on May 23, 2019, the Administrative Agent notified the Partnership that the May 2019 scheduled borrowing base redetermination review had been completed, and the lenders under the Credit Agreement agreed to increase the borrowing base under the Revolving Credit Facility from $200 million to $300 million, effective as of May 23, 2019.
Under the Credit Agreement, availability under the Revolving Credit Facility equals the lesser of the aggregate maximum commitments of the lenders and the borrowing base. The Credit Agreement permits aggregate commitments under the facility to be further increased to up to $500 million, subject to the satisfaction of certain conditions and the procurement of additional commitments from new or existing lenders.
The material terms of the Total Commitment Increase Agreement and the Additional Lender Agreement are qualified in their entirety by the agreement attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Number |
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Description |
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10.1 |
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10.2 |
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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.
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KIMBELL ROYALTY PARTNERS, LP |
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By: |
Kimbell Royalty GP, LLC, |
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its general partner |
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By: |
/s/ Matthew S. Daly |
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Matthew S. Daly |
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Chief Operating Officer |
Date: May 28, 2019
Execution Version
TOTAL COMMITMENT INCREASE AGREEMENT
THIS TOTAL COMMITMENT INCREASE AGREEMENT (this “ Agreement ”) dated as of May 23, 2019, is between Frost Bank (“ Existing Lender ”), Kimbell Royalty Partners LP (“ Borrower ”), and Frost Bank, as administrative agent (in such capacity, together with its successors in such capacity, the “ Administrative Agent ”) for the lenders party to the Credit Agreement referred to below. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement.
R E C I T A L S
A. The Borrower, the Administrative Agent and the other Lenders have heretofore entered into a Credit Agreement, dated as of January 11, 2017, as amended from time to time (the “ Credit Agreement ”).
B. The Borrower has heretofor requested pursuant to Section 4.4 of the Credit Agreement that the Total Commitment be increased to $ $225,000,000 by increasing the Commitment of a Lender and by causing Independent Bank to become a Lender pursuant to that certain Additional Lender Agreement, dated as of the date hereof (the “ Independent Bank Additional Lender Agreement ”), by and among, the Borrower, the Administrative Agent and Independent Bank.
C. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1.01 Commitment Increase .
(a) Pursuant to Section 4.4 of the Credit Agreement, effective as of the Effective Date (used herein as defined below) the Existing Lender’s Commitment is hereby increased from $50,000,000.00 to $55,000,000.00.
(b) Effective as of the Effective Date, the increase in the Existing Lender’s Commitment hereby supplements Section 13.2(a) to the Credit Agreement, such that after giving effect to the inclusion of the Commitment Amount increase contemplated hereby and by the increase in Commitments pursuant to the Independent Bank Additional Lender Agreement, Schedule 13.2(a) to the Credit Agreement is amended and restated to read as set forth on Schedule 4.4 attached hereto.
Section 1.02 Representations and Warranties; Agreements . The Existing Lender hereby: (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby, (ii) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered thereunder, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to increase its Commitment, on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, and (ii) it will perform in accordance with the terms of the Credit Agreement, all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender (including, without limitation, any obligations of it, if any, under Section 4.4 of the Credit Agreement).
Section 1.03 Effectiveness . This Agreement shall become effective as of May 23, 2019 (the “ Effective Date ”), subject to the Administrative Agent’s receipt of counterparts of this Agreement duly executed on behalf of Existing Lender and the Borrower.
Section 1.04 Counterparts . This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by
facsimile or other electronic image scan transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.
Section 1.05 Governing Law . THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS.
Section 1.06 Severability . In case any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, none of the parties hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Credit Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
Section 1.07 Notices . All communications and notices hereunder shall be in writing and given as provided in Section 13.2 of the Credit Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.
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KIMBELL ROYALTY PARTNERS, LP |
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By: |
Kimbell Royalty GP LLC, its general partner |
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By: |
/s/ Matthew S. Daly |
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Name: |
Matthew S. Daly |
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Title: |
Chief Operating Officer and Secretary |
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Administrative Agent: |
FROST BANK |
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By: |
/s/ Justin Armstrong |
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Name: |
Justin Armstrong |
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Title: |
Senior Vice President |
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Existing Lender: |
FROST BANK |
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By: |
/s/ Justin Armstrong |
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Name: |
Justin Armstrong |
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Title: |
Senior Vice President |
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SCHEDULE 4.4
LIST OF COMMITMENT AMOUNTS
AFTER TOTAL COMMITMENT
INCREASE AGREEMENT
Lenders Commitments:
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Name of Lender |
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Commitment |
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Commitment
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Frost Bank |
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$ |
55,000,000.00 |
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24.44444444444 |
% |
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Wells Fargo Bank, National Association |
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$ |
45,000,000.00 |
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20.00000000000 |
% |
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Credit Suisse AG, Cayman Islands Branch |
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$ |
25,000,000.00 |
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11.11111111111 |
% |
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JP Morgan Chase Bank, N.A. |
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$ |
20,000,000.00 |
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8.88888888889 |
% |
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Fifth Third Bank |
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$ |
20,000,000.00 |
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8.88888888889 |
% |
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Royal Bank of Canada |
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$ |
20,000,000.00 |
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8.88888888889 |
% |
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BOKF, NA dba Bank of Texas |
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$ |
20,000,000.00 |
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8.88888888889 |
% |
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Independent Bank |
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$ |
20,000,000.00 |
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8.88888888889 |
% |
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TOTAL |
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$ |
225,000,000.00 |
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100.0 |
% |
Execution Version
ADDITIONAL LENDER AGREEMENT
THIS ADDITIONAL LENDER AGREEMENT (this “ Agreement ”) dated as of May 23, 2019 is between Independent Bank (the “ Additional Lender ”), Kimbell Royalty Partners LP (“ Borrower ”), and Frost Bank, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement.
R E C I T A L S
A. The Borrower, the Administrative Agent and the other Lenders have heretofore entered into a Credit Agreement, dated as of January 11, 2017, as amended from time to time (the “ Credit Agreement ”).
B. The Borrower has heretofor requested pursuant to Section 4.4 of the Credit Agreement that the Total Commitment be increased to $225,000,000.00 by causing the Additional Lender to become a Lender and by causing Frost Bank to increase its Commitment pursuant to that certain Total Commitment Increase Agreement, dated as of the date hereof (the “ Frost Total Commitment Increase Agreement ”), by and among, the Borrower, the Administrative Agent and Frost Bank.
C. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1.01 Additional Lender .
(a) Pursuant to Section 4.4 of the Credit Agreement, effective as of the Effective Date (used herein as defined below) Independent Bank is hereby added as a Lender under the Credit Agreement with a Commitment of $20,000,000.00.
(b) Effective as of the Effective Date, the Additional Lender shall become a Lender for all purposes of the Credit Agreement and shall have all of the rights and obligations of a Lender thereunder. The Additional Lender’s Commitment hereby supplements Schedule 13.2(a) to the Credit Agreement, such that after giving effect to the inclusion of such Commitment and by the increase in Commitments pursuant to the Frost Total Commitment Increase Agreement, Section 13.2(a) to the Credit Agreement is amended and restated to read as set forth on Schedule 4.4 attached hereto.
Section 1.02 Representations and Warranties; Agreements . The Additional Lender hereby: (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to become a Lender under the Credit Agreement, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered thereunder, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to acquire or increase its Commitment, as the case may be, on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if the Additional Lender is a Foreign Lender, any documentation required to be delivered by such Additional Lender pursuant to Section 5.4 of the Credit Agreement has been duly completed and executed by the Additional Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, make its own credit decisions in taking or not taking action under the Credit Agreement, and (ii) it will perform in accordance with the terms of the Credit Agreement, all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender (including, without limitation, any obligations of it, if any, under Section 4.4 of the Credit Agreement).
Section 1.03 Effectiveness . This Agreement shall become effective as of May 23, 2019 (the “ Effective Date ”), subject to the Administrative Agent’s receipt of counterparts of this Agreement duly executed on behalf the Additional Lender and the Borrower; and an Administrative Questionnaire duly completed by the Additional Lender.
Section 1.04 Counterparts . This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic image scan transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.
Section 1.05 Governing Law . THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS.
Section 1.06 Severability . In case any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, none of the parties hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Credit Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
Section 1.07 Notices . All communications and notices hereunder shall be in writing and given as provided in Section 13.2 of the Credit Agreement; provided that all communications and notices hereunder to the Additional Lender shall be given to it at the address set forth in its Administrative Questionnaire.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.
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KIMBELL ROYALTY PARTNERS, LP |
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By: |
Kimbell Royalty GP LLC, its general partner |
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By: |
/s/ Matthew S. Daly |
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Name: |
Matthew S. Daly |
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Title: |
Chief Operating Officer and Secretary |
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Administrative Agent: |
FROST BANK |
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By: |
/s/ Justin Armstrong |
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Name: |
Justin Armstrong |
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Title: |
Senior Vice President |
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Additional Lender: |
INDEPENDENT BANK |
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By: |
/s/ Alex Zemkoski |
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Name: |
Alex Zemkoski |
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Title: |
Senior Vice President |
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SCHEDULE 4.4
LIST OF COMMITMENT AMOUNTS
AFTER TOTAL COMMITMENT
INCREASE AGREEMENT
Lenders Commitments:
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Name of Lender |
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Commitment |
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Commitment
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Frost Bank |
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$ |
55,000,000.00 |
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24.44444444444 |
% |
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Wells Fargo Bank, National Association |
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$ |
45,000,000.00 |
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20.00000000000 |
% |
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Credit Suisse AG, Cayman Islands Branch |
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$ |
25,000,000.00 |
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11.11111111111 |
% |
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JP Morgan Chase Bank, N.A. |
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$ |
20,000,000.00 |
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8.88888888889 |
% |
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Fifth Third Bank |
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$ |
20,000,000.00 |
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8.88888888889 |
% |
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Royal Bank of Canada |
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$ |
20,000,000.00 |
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8.88888888889 |
% |
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BOKF, NA dba Bank of Texas |
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$ |
20,000,000.00 |
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8.88888888889 |
% |
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Independent Bank |
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$ |
20,000,000.00 |
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8.88888888889 |
% |
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TOTAL |
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$ |
225,000,000.00 |
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100.0 |
% |