v3.26.1
Acquisitions and Dispositions
6 Months Ended
Jun. 30, 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.

 

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.

 

On May 28, 2026, the final Cross Timbers Transaction with CTOC closed resulting in net proceeds to TXO Partners of approximately $59.4 million, subject to customary purchase price adjustments.

As of June 30, 2026, we had not received our share of the proceeds from the Cross Timbers Transactions. Instead, the proceeds were held as cash at Cross Timbers Energy and our share is included as cash and cash equivalents on the June 30, 2026, balance sheet. However, in July 2026, we began the process of winding down Cross Timbers Energy. As part of the initial wind down, we received an initial distribution from Cross Timbers Energy of $95.0 million. We used a portion of the net proceeds to pay the $70.0 million deferred payment for our 2025 purchase of assets from White Rock Energy, LLC, due on July 31, 2026. The remainder of the initial distribution was used to pay down debt under our Credit Facility (Note 5).

Due to Cross Timbers Energy selling its oil and gas assets, the carrying value of its oil and gas assets and liabilities includes net property and equipment of $0.0 million and asset retirement obligation of $0.0 million, as of June 30, 2026. The net income (loss) related to these properties, net to TXO Partners, was income of $10.0 million for the three months ended June 30, 2026 , a loss of ($3.8) million for the three months ended June 30, 2025, income of $10.5 million for the six months ended June 30, 2026 and a loss of ($0.3) million for the six months ended June 30, 2025. We expect to complete the wind down of Cross Timbers Energy by the end of the year.

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).

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 and six months ended June 30, 2025, assuming the WRE Acquisition and Cross Timbers Transactions 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.

 

(in thousands)

 

Three Months Ended June 30, 2025

 

 

Six Months Ended June 30, 2025

 

Total revenue

 

$

93,535

 

 

$

225,612

 

Net income

 

$

13,894

 

 

$

29,314