0000899243-19-009984.txt : 20190404 0000899243-19-009984.hdr.sgml : 20190404 20190404162349 ACCESSION NUMBER: 0000899243-19-009984 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190325 FILED AS OF DATE: 20190404 DATE AS OF CHANGE: 20190404 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PEP I Holdings, LLC CENTRAL INDEX KEY: 0001772462 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38005 FILM NUMBER: 19732525 BUSINESS ADDRESS: STREET 1: C/O ENCAP INVESTMENTS L.P. STREET 2: 1100 LOUISIANA STREET, SUITE 4900 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 659-6100 MAIL ADDRESS: STREET 1: C/O ENCAP INVESTMENTS L.P. STREET 2: 1100 LOUISIANA STREET, SUITE 4900 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PEP II Holdings, LLC CENTRAL INDEX KEY: 0001772472 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38005 FILM NUMBER: 19732526 BUSINESS ADDRESS: STREET 1: C/O ENCAP INVESTMENTS L.P. STREET 2: 1100 LOUSIANA STREET, SUITE 4900 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 659-6100 MAIL ADDRESS: STREET 1: C/O ENCAP INVESTMENTS L.P. STREET 2: 1100 LOUSIANA STREET, SUITE 4900 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PEP III Holdings, LLC CENTRAL INDEX KEY: 0001772387 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38005 FILM NUMBER: 19732527 BUSINESS ADDRESS: STREET 1: C/O ENCAP INVESTMENTS L.P. STREET 2: 1100 LOUISIANA STREET, SUITE 4900 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 659-6100 MAIL ADDRESS: STREET 1: C/O ENCAP INVESTMENTS L.P. STREET 2: 1100 LOUISIANA STREET, SUITE 4900 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ENCAP ENERGY CAPITAL FUND VI L P CENTRAL INDEX KEY: 0001366397 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38005 FILM NUMBER: 19732528 BUSINESS ADDRESS: STREET 1: 1100 LOUISIANA ST SUITE 3150 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-659-6100 MAIL ADDRESS: STREET 1: 1100 LOUISIANA ST SUITE 3150 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EnCap VI-B Acquisitions, L.P. CENTRAL INDEX KEY: 0001494333 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38005 FILM NUMBER: 19732529 BUSINESS ADDRESS: STREET 1: 1100 LOUISIANA, SUITE 3150 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-659-6100 MAIL ADDRESS: STREET 1: 1100 LOUISIANA, SUITE 3150 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ENCAP ENERGY CAPITAL FUND VII LP CENTRAL INDEX KEY: 0001422885 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38005 FILM NUMBER: 19732530 BUSINESS ADDRESS: STREET 1: 1100 LOUISIANA STREET STREET 2: SUITE 3150 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-659-6100 MAIL ADDRESS: STREET 1: 1100 LOUISIANA STREET STREET 2: SUITE 3150 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EnCap Energy Capital Fund VIII, L.P. CENTRAL INDEX KEY: 0001504103 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38005 FILM NUMBER: 19732531 BUSINESS ADDRESS: STREET 1: 1100 LOUISIANA STREET, SUITE 4900 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713.659.6100 MAIL ADDRESS: STREET 1: 1100 LOUISIANA STREET, SUITE 4900 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EnCap Partners GP, LLC CENTRAL INDEX KEY: 0001726182 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38005 FILM NUMBER: 19732532 BUSINESS ADDRESS: STREET 1: 1100 LOUISIANA STREET STREET 2: SUITE 4900 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7136596100 MAIL ADDRESS: STREET 1: 1100 LOUISIANA STREET STREET 2: SUITE 4900 CITY: HOUSTON STATE: TX ZIP: 77002 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Kimbell Royalty Partners, LP CENTRAL INDEX KEY: 0001657788 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 475505475 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 777 TAYLOR ST., SUITE 810 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-887-9976 MAIL ADDRESS: STREET 1: 777 TAYLOR ST., SUITE 810 CITY: FORT WORTH STATE: TX ZIP: 76102 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2019-03-25 0 0001657788 Kimbell Royalty Partners, LP KRP 0001772462 PEP I Holdings, LLC 1100 LOUISIANA STREET, SUITE 4900 HOUSTON TX 77002 0 0 1 0 0001772472 PEP II Holdings, LLC 1100 LOUISIANA STREET, SUITE 4900 HOUSTON TX 77002 0 0 1 0 0001772387 PEP III Holdings, LLC 1100 LOUISIANA STREET, SUITE 4900 HOUSTON TX 77002 0 0 1 0 0001366397 ENCAP ENERGY CAPITAL FUND VI L P 1100 LOUISIANA STREET, SUITE 4900 HOUSTON TX 77002 0 0 1 0 0001494333 EnCap VI-B Acquisitions, L.P. 1100 LOUISIANA STREET, SUITE 4900 HOUSTON TX 77002 0 0 1 0 0001422885 ENCAP ENERGY CAPITAL FUND VII LP 1100 LOUISIANA STREET, SUITE 4900 HOUSTON TX 77002 0 0 1 0 0001504103 EnCap Energy Capital Fund VIII, L.P. 1100 LOUISIANA STREET, SUITE 4900 HOUSTON TX 77002 0 0 1 0 0001726182 EnCap Partners GP, LLC C/O ENCAP INVESTMENTS L.P. 1100 LOUISIANA STREET, SUITE 4900 HOUSTON TX 77002 0 0 1 0 Class B Common Units 723800 I See footnotes Class B Common Units 3318200 I See footnotes Class B Common Units 5358000 I See footnotes OpCo Common Units 0.00 Common Units 723800 I See footnotes OpCo Common Units 0.00 Common Units 3318200 I See footnotes OpCo Common Units 0.00 Common Units 5358000 I See footnotes The Class B units ("Class B Units") representing limited partner interests in Kimbell Royalty Partners, LP (the "Issuer") have no economic rights, but each entitles the holder thereof to one vote on all matters to be voted on by unitholders of the Issuer generally. Class B Units, together with an equivalent number of common units ("OpCo Common Units") representing limited liability company interests in Kimbell Royalty Operating, LLC ("OpCo"), are exchangeable from time to time by holders thereof for common units representing limited partner interests in the Issuer on a one-for-one basis or, at OpCo's election, for cash. EnCap Partners GP, LLC ("EnCap Partners GP") is the sole general partner of EnCap Partners, LP, which is the managing member of EnCap Investments Holdings, LLC, which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the general partner of EnCap Investments L.P. ("EnCap Investments LP"), which is the general partner of EnCap Equity Fund VI GP, L.P. ("EnCap Fund VI GP"), EnCap Equity Fund VII GP, L.P. ("EnCap Fund VII GP") and EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP"), which are the general partners of EnCap Energy Capital Fund VI, L.P. ("EnCap Fund VI"), EnCap Energy Capital Fund VII, L.P. ("EnCap Fund VII") and EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII"), respectively. (Continued from Footnote 2) Additionally, EnCap Fund VI GP is the general partner of EnCap Energy Capital Fund VI-B, L.P. ("EnCap Fund VI-B"), which is the sole member of EnCap VI-B Acquisitions GP, LLC ("EnCap VI-B GP"), which is the general partner of EnCap VI-B Acquisitions, L.P. ("EnCap VI-B"). These securities may be deemed to be beneficially owned by PEP I Holdings, LLC ("Phillips I"). On March 25, 2019, pursuant to a Securities Purchase Agreement, dated as of February 6, 2019 (the "Purchase Agreement"), by and among the Issuer, Phillips I, PEP II Holdings, LLC ("Phillips II"), PEP III Holdings, LLC ("Phillips III") and OpCo, Phillips I received 723,800 OpCo Units and 723,800 Class B Units. EnCap Partners GP indirectly manages EnCap Fund VI and EnCap VI-B, which are the managing members of Phillips I. Therefore, EnCap Partners GP, EnCap Fund VI and EnCap VI-B may be deemed to share voting or dispositive power over these securities and may also be deemed to be indirect beneficial owners of these securities. (Continued from Footnote 4) None of the Reporting Persons other than EnCap Partners GP, EnCap Fund VI, EnCap VI-B and Phillips I have or should be deemed to have any direct or indirect beneficial ownership interest in these securities, and all of the Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein. These securities may be deemed to be beneficially owned by Phillips II. On March 25, 2019, pursuant to the Purchase Agreement, Phillips II received 3,318,200 OpCo Units and 3,318,200 Class B Units. EnCap Partners GP indirectly manages EnCap Fund VII, which is the managing member of Phillips II. Therefore, EnCap Partners GP and EnCap Fund VII may be deemed to share voting or dispositive power over these securities and may also be deemed to be indirect beneficial owners of these securities. None of the Reporting Persons other than EnCap Partners GP, EnCap Fund VII and Phillips II have or should be deemed to have any direct or indirect beneficial ownership interest in these securities, and all of the Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein. These securities may be deemed to be beneficially owned by Phillips III. On March 25, 2019, pursuant to the Purchase Agreement, Phillips III received 5,358,000 OpCo Units and 5,358,000 Class B Units. EnCap Partners GP indirectly manages EnCap Fund VIII, which is the managing member of Phillips III. Therefore, EnCap Partners GP and EnCap Fund VIII may be deemed to share voting or dispositive power over these securities and may also be deemed to be indirect beneficial owners of these securities. None of the Reporting Persons other than EnCap Partners GP, EnCap Fund VIII and Phillips III have or should be deemed to have any direct or indirect beneficial ownership interest in these securities, and all of the Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein. 8. Signed by D. Martin Phillips in his capacity as a Managing Partner of EnCap Investments GP, the General Partner of EnCap Investments LP, the General Partner of EnCap Fund VI GP, the General Partner of EnCap Fund VI, a Managing Member of Phillips I. 9. Signed by D. Martin Phillips in his capacity as a Managing Partner of EnCap Investments GP, the General Partner of EnCap Investments LP, the General Partner of EnCap Fund VII GP, the General Partner of EnCap Fund VII, the Managing Member of Phillips II. 10. Signed by D. Martin Phillips in his capacity as a Managing Partner of EnCap Investments GP, the General Partner of EnCap Investments LP, the General Partner of EnCap Fund VIII GP, the General Partner of EnCap Fund VIII, the Managing Member of Phillips III. 11. Signed by Robert L. Zorich in his capacity as a Managing Partner of EnCap Investments GP, the General Partner of EnCap Investments LP, the General Partner of EnCap Fund VI GP, the General Partner of EnCap Fund VI. 12. Signed by Robert L. Zorich in his capacity as a Managing Partner of EnCap Investments GP, the General Partner of EnCap Investments LP, the General Partner of EnCap Fund VI GP, the General Partner of EnCap Fund VI-B, the Sole Member of EnCap VI-B GP, the General Partner of EnCap VI-B. 13. Signed by Robert L. Zorich in his capacity as a Managing Partner of EnCap Investments GP, the General Partner of EnCap Investments LP, the General Partner of EnCap Fund VII GP, the General Partner of EnCap Fund VII. 14. Signed by Robert L. Zorich in his capacity as a Managing Partner of EnCap Investments GP, the General Partner of EnCap Investments LP, the General Partner of EnCap Fund VIII GP, the General Partner of EnCap Fund VIII. 15. Signed by Robert L. Zorich in his capacity as a Managing Partner of EnCap Investments GP. /s/ D. Martin Phillips (8) 2019-04-04 /s/ D. Martin Phillips (9) 2019-04-04 /s/ D. Martin Phillips (10) 2019-04-04 /s/ Robert L. Zorich (11) 2019-04-04 /s/ Robert L. Zorich (12) 2019-04-04 /s/ Robert L. Zorich (13) 2019-04-04 /s/ Robert L. Zorich (14) 2019-04-04 /s/ Robert L. Zorich (15) 2019-04-04