Kimbell Royalty Partners Announces $31.8 Million Acquisition of Mineral and Royalty Assets from Buckhorn Resources in an All-Equity Transaction

FORT WORTH, Texas, Nov. 12, 2019 /PRNewswire/ -- Kimbell Royalty Partners, LP (NYSE: KRP) ("Kimbell Royalty Partners" or "Kimbell"), a leading owner of oil and natural gas mineral and royalty interests in more than 92,000 gross producing wells across 28 states, today announced that it has agreed to acquire certain mineral and royalty assets from Buckhorn Resources GP, LLC and certain of its affiliates (collectively, "Buckhorn Resources") for approximately $31.8 million (the "Acquisition") in a 100% equity transaction.

Transaction Highlights¹

-  Includes oil and natural gas mineral and royalty interests controlled by Buckhorn Resources

-  Expected to add approximately 270 Boe/d of production (6:1)

-  Includes oil-focused production mix on 6:1 basis of approximately 83% oil, 11% natural gas and 6% natural gas liquids

-  Expected to add approximately 86,000 gross acres and 400 net royalty acres with approximately 90% of the net royalty acres located in La Salle and McMullen Counties

-  Two rigs actively drilling on the acreage

-  Top operator by total proved reserve value (PV-10%) is EOG Resources, Inc.

-  Includes 504 producing wells, 38 drilled but uncompleted wells, and 519 additional upside drilling locations

-  Purchase price is composed of 2,207,880 newly issued units in Kimbell Royalty Operating, LLC, subject to certain closing adjustments

-  Effective date of July 1, 2019, with Kimbell entitled to revenues from production on and after such date

-  Expected to close in late December 2019 and be immediately accretive to distributable cash flow per unit

Baker Botts L.L.P. and Kelly Hart & Hallman LLP acted as legal advisors to Kimbell Royalty Partners in connection with the Acquisition.  The sellers in the Acquisition will be subject to a 120-day lockup after the closing, which is expected to occur in late December 2019.  The closing of the Acquisition remains subject to the satisfaction of certain closing conditions, and there can be no assurance that it will be completed as planned or at all.

About Kimbell Royalty Partners, LP

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 approximately 13 million gross acres in 28 states and in every major onshore basin in the continental United States, including ownership in more than 92,000 gross producing wells with over 40,000 wells in the Permian Basin. To learn more, visit http://www.kimbellrp.com.

About Buckhorn Resources

Founded in 2012, Buckhorn Resources is an active acquirer of mineral and royalty interests on behalf of institutional investors, family offices and high-net-worth individuals.  Headquartered in Houston, Texas, Buckhorn Resources invests primarily in the Permian Basin, Eagle Ford Shale and other liquids-rich basins in the United States.  To learn more, visit www.buckhornresources.com.

Forward-Looking Statements

This news release includes forward-looking statements. These forward-looking statements, which include statements regarding the anticipated benefits of the Acquisition and the expected timing of the closing of the Acquisition, involve risks and uncertainties, including risks that the anticipated benefits of the Acquisition are not realized; risks relating to Kimbell's integration of the Acquisition assets; risks relating to the possibility that the Acquisition 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, prospects for growth and acquisitions and the securities markets generally. 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 Acquisition; 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

¹ Operating information is based on management's estimates.

SOURCE Kimbell Royalty Partners, LP

Related Links

https://kimbellrp.com/

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