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): April 3, 2018 (April 2, 2018)

 

 

Kimbell Royalty Partners, LP

(Exact name of registrant as specified in its charter)

 

 

 

 

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):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 5.02                                           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective April 2, 2018, Erik B. Daugbjerg became a member of the board of directors of Kimbell Royalty GP, LLC (the “Board”), the general partner of Kimbell Royalty Partners, LP (the “Partnership”). Mr. Daugbjerg also became a member of the Audit Committee and the Conflicts and Compensation Committee of the Board. Mr. Daugbjerg will be fully indemnified by the Partnership for actions associated with being a director to the fullest extent permitted under Delaware law.

 

Mr. Daugbjerg, 48, has more than twenty years of experience in upstream and midstream energy companies, including founding roles at two oil and gas operators based in the Permian Basin. Mr. Daugbjerg presently serves as the Executive Vice President of Land and Business Development of RSP Permian, Inc., a role to which he was appointed in March 2017. Starting in 2010, Mr. Daugbjerg served in various other roles for RSP Permian, Inc. and its affiliates, including Vice President of Business Development and Vice President of Marketing. In 2007, Mr. Daugbjerg co-founded Pecos Energy Partners LP, an oil and natural gas exploration and production company with operations in the Permian Basin, for which he continues to serve as a managing member. Mr. Daugbjerg served as President of Pecos River Operating Company, an exploration and production company with operations in southeast New Mexico, from 2000 to 2006. Mr. Daugbjerg has a Bachelor in Business Administration degree from Southern Methodist University and is active with several Texas energy industry organizations. Mr. Daugbjerg was selected to serve as a director because of his broad knowledge of, and extensive experience in, the oil and gas industry.

 

Consistent with other non-employee members of the Board, Mr. Daugbjerg will be eligible to receive annual cash compensation of $60,000 for his service on the Board and on the Audit Committee and the Conflicts and Compensation Committee of the Board. Mr. Daugbjerg will also be eligible to receive initial and annual grants of restricted units representing limited partner interests in the Partnership under the Kimbell Royalty GP, LLC 2017 Long-Term Incentive Plan.

 

There are no arrangements or understandings with the Partnership, or any other persons, pursuant to which Mr. Daugbjerg was appointed as a director of the Board. There are no relationships regarding Mr. Daugbjerg that would require disclosure pursuant to Item 404(a) of Regulation S-K.

 

Item 9.01.                                        Financial Statements and Exhibits.

 

(d) Exhibits

 

Number		Description
99.1		News release issued by Kimbell Royalty Partners, LP dated April 3, 2018.

 

2

 

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.

 

	KIMBELL ROYALTY PARTNERS, LP
	By:	Kimbell Royalty GP, LLC,
		its general partner
	By:	/s/ Matthew S. Daly
		Matthew S. Daly
		Chief Operating Officer
Date: April 3, 2018

 

3

Exhibit 99.1

 

NEWS RELEASE

 

Kimbell Royalty Partners Appoints New Independent Director

 

FORT WORTH, Texas, April 3, 2018 — Kimbell Royalty GP, LLC, the general partner of Kimbell Royalty Partners, LP (NYSE:  KRP) (“Kimbell Royalty Partners”), announced today the appointment of Dallas-based energy executive Erik B. Daugbjerg as an independent director.

 

“We are very excited to welcome Erik to our Board of Directors,” said Robert Ravnaas, Chairman and Chief Executive Officer of Kimbell Royalty GP, LLC.  “He brings more than twenty years of experience in upstream and midstream energy companies, including founding roles at two successful Permian-based oil and gas operators.

 

“In his role as a co-founder and senior executive of RSP Permian, Inc. — which is one of the most active and successful exploration and production companies working in the Permian Basin today — he has helped manage more than $4 billion of acquisitions and nearly $6 billion of financings since the inception of the company.

 

“As we work to grow Kimbell Royalty Partners over the long-term, we believe that Erik’s experience in the upstream sector, transactional expertise and broad contacts in the financial community and energy sector will prove extremely valuable to the partnership,” Mr. Ravnaas said.

 

Mr. Daugbjerg currently serves as Executive Vice President of Land and Business Development at RSP Permian, Inc. (NYSE: RSPP), which was founded in 2010 and became a publicly-traded company in 2014.  He also co-founded Pecos Energy Partners LP in 2007, a Permian-based oil and gas producer, and continues to serve as a managing member of its general partner.

 

Mr. Daugbjerg also served in senior roles in upstream and midstream energy companies with operations in Texas and New Mexico from 1992 to 2006.  He holds a Bachelor of Business Administration Degree from Southern Methodist University and is active with several Texas energy industry organizations.

 

About Kimbell Royalty Partners, LP

 

Kimbell Royalty Partners, LP (NYSE: KRP) is an oil and gas mineral and royalty variable rate master limited partnership based in Fort Worth, Texas.  Kimbell Royalty Partners is managed by its general partner, Kimbell Royalty GP, LLC, and owns mineral and royalty interests in approximately 5.7 million gross acres in twenty states and in nearly every major onshore basin in the continental United States, including ownership in more than 50,000 gross producing wells with over 30,000 wells in the Permian Basin. To learn more, visit http://www.kimbellrp.com.

 

 

Kimbell Royalty Partners, LP — News Release

Page 2

 

Forward-Looking Statements

 

This news release includes forward-looking statements. These forward-looking statements involve risks and uncertainties, including risks relating Kimbell Royalty Partners’ business and prospects for growth and securities markets generally.  Except as required by law, Kimbell Royalty Partners 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 continued low or further declining prices for oil and natural gas that could result in downward revisions to the value of proved reserves or otherwise cause Kimbell to delay or suspend planned drilling and completion operations or reduce production levels, which would adversely impact cash flow; 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 regarding Kimbell’s ability to meet financial covenants under its credit agreements 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 Kimbell’s ability to realize the anticipated benefits from acquired assets; 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

 

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