UNITHOLDERS' EQUITY AND PARTNERSHIP DISTRIBUTIONS

6 Months Ended

Jun. 30, 2020

UNITHOLDERS' EQUITY AND PARTNERSHIP DISTRIBUTIONS

UNITHOLDERS' EQUITY AND PARTNERSHIP DISTRIBUTIONS

NOTE 10—UNITHOLDERS’ EQUITY AND PARTNERSHIP DISTRIBUTIONS

The Partnership has limited partner units. As of June 30, 2020, the Partnership had a total of 36,588,023 common units issued and outstanding and 23,141,181 Class B units outstanding.

In January 2020, the Partnership completed an underwritten public offering of 5,000,000 common units for net proceeds of approximately $73.6 million (the “2020 Equity Offering”). The Partnership used the net proceeds from the 2020 Equity Offering to purchase OpCo common units. The Operating Company in turn used the net proceeds to repay approximately $70.0 million of the outstanding borrowings under the Partnership’s secured revolving credit facility. In connection with the 2020 Equity Offering, certain selling unitholders sold 750,000 common units pursuant to the exercise of the underwriters’ option to purchase additional common units. The Partnership did not receive any proceeds from the sale of the common units by the selling unitholders.

The following table summarizes the changes in the number of the Partnership’s common units:

	Common Units
Balance at December 31, 2019	23,518,652
Common units issued for equity offering	5,000,000
Common units issued for Springbok Acquisition	2,224,358
Conversion of Class B units	4,913,559
Common units issued under the LTIP (1)	946,638
Restricted units used for tax withholding	(1,018)
Forfeiture of restricted units	(14,166)
Balance at June 30, 2020	36,588,023

(1) Includes restricted units granted to certain employees, directors and consultants under the Kimbell Royalty GP, LLC 2017 Long-Term Incentive Plan (as amended, the “LTIP”) on February 28, 2020.

The following table presents information regarding the common unit cash distributions approved by the General Partner’s Board of Directors (the “Board of Directors”) for the periods presented:

	Amount per		Date	Unitholder	Payment
	Common Unit		Declared	Record Date	Date
Q1 2020	$	0.17	April 24, 2020	May 4, 2020	May 11, 2020
Q2 2020	$	0.13	July 24, 2020	August 3, 2020	August 10, 2020
Q1 2019	$	0.37	April 26, 2019	May 6, 2019	May 13, 2019
Q2 2019	$	0.39	July 26, 2019	August 5, 2019	August 12, 2019

The following table summarizes the changes in the number of the Partnership’s Class B units:

	Class B Units
Balance at December 31, 2019	25,557,606
Conversion of Class B units	(4,913,559)
Class B units issued for Springbok Acquisition	2,497,134
Balance at June 30, 2020	23,141,181

For each Class B unit issued, five cents has been paid to the Partnership as additional consideration (the “Class B Contribution”). Holders of the Class B units, are entitled to receive cash distributions equal to 2.0% per quarter on their respective Class B Contribution, subsequent to distributions on the Series A preferred units but prior to distributions on the common units and OpCo common units.

The Class B units and OpCo common units are exchangeable together into an equal number of common units of the Partnership.