Acquisitions and Dispositions |
3 Months Ended | ||||||||||||||||||||
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Mar. 31, 2026 | |||||||||||||||||||||
| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] | |||||||||||||||||||||
| Acquisitions and Dispositions | Acquisitions and Dispositions
In March 2026, the Partnership announced that Cross Timbers Energy executed three purchase and sale agreements with multiple private buyers to sell oil and gas properties for gross aggregate consideration of approximately $200 million (each a "Cross Timbers Transaction" and collectively, the “Cross Timbers Transactions”), including a purchase and sale agreement with CTOC Energy, LLC (“CTOC”) for approximately $123.5 million in aggregate gross consideration.
Also, in March 2026, we received $6.2 million of deposits, net to TXO Partners, related to the Cross Timbers Transactions.
On April 1, 2026, the first Cross Timbers Transaction closed resulting in net proceeds to TXO Partners of approximately $8.2 million, subject to customary purchase price adjustments.
On April 30, 2026, the second Cross Timbers Transaction closed resulting in net proceeds to TXO Partners of approximately $30.8 million, subject to customary purchase price adjustments. Subject to customary closing conditions, the third Cross Timbers Transaction is expected to close by the end of the second quarter of 2026. There can be no assurance that all conditions to closing the third Cross Timbers Transaction will be satisfied.
The Partnership expects to receive approximately $100 million in net proceeds from the Cross Timbers Transactions, subject to customary purchase price adjustments. The Partnership intends to use a portion of the net proceeds to pay the $70.0 million deferred payment for its 2025 purchase of assets from White Rock Energy, LLC, due on July 31, 2026. The carrying value of the Cross Timbers Energy oil and gas assets and liabilities includes net property and equipment of $158.7 million and asset retirement obligation of $68.6 million, net to TXO Partners’ interest, as of March 31, 2026. The net income related to these properties, net to TXO Partners, was $0.4 million for the three months ended March 31, 2026 and $3.5 million for the three months ended March 31, 2025. Subsequent to the closing of the Cross Timbers Transactions, we expect to begin the process of winding down Cross Timbers Energy. In July 2025, we completed the acquisition of certain oil and gas assets from White Rock Energy, LLC, which are located in the Elm Coulee field in Montana and North Dakota for cash consideration of $331.6 million (the “WRE Acquisition”), including a deferred payment of $70.0 million which is due on July 31, 2026. Our purchase price allocation included $343.0 million to proved properties, $3.0 million to other properties, $1.7 million to other current assets, $6.9 million to other current liabilities and $9.2 million to asset retirement obligation. The WRE Acquisition was funded by a combination of cash on hand from the Offering (Note 12) and borrowings under our Credit Facility (Note 5). In the statements of operations, we recorded $26.4 million of revenues and net income of $10.9 million for the three months ended March 31, 2026 from the WRE Acquisition. Pro forma financial information (Unaudited) The following unaudited pro forma financial information represents a summary of the condensed consolidated results of operations for the three months ended March 31, 2025, assuming the WRE Acquisition had been completed as of January 1, 2025. The pro forma financial information is provided for illustrative purposes only and does not purport to represent what the actual consolidated results of operations would have been. Future results may vary significantly from the results reflected because of various factors.
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