Kimbell Royalty Partners, LP, an owner of oil and gas mineral and royalty interests across 20 states, announced that it has agreed to acquire the mineral and royalty interests held by Houston-based Haymaker Minerals & Royalties, LLC and Haymaker Resources, LP in a transaction valued at approximately $404 million. The purchase price for the acquisition is comprised of $210 million in cash and 10 million common units of Kimbell, valued at approximately $194 million.1 Kimbell will raise the cash portion of the purchase price through a private placement of 7.00% Series A Cumulative Convertible Preferred Units to an affiliate of Apollo Global Management, LLC for gross proceeds of $110 million and through borrowings of $142 million under a new $200 million revolving credit facility. The Boards of Kimbell and Haymaker have unanimously approved the acquisition, which is expected to close in the third quarter of 2018, subject to customary closing conditions. The effective date of the acquisition is April 1, 2018.

Following the closing of the acquisition, Haymaker's private equity sponsors, KKR & Co. L.P. and Kayne Anderson Capital Advisors, L.P., along with Haymaker management, will collectively own approximately 37% of the then outstanding common units of Kimbell.

In conjunction with the closing of the acquisition, Kimbell has received commitments for a fully-underwritten $200 million revolving credit facility with Frost Bank, Wells Fargo Bank and Credit Suisse AG. The borrowing base of Kimbell's current revolving credit facility is $100 million which will increase to $200 million upon closing of the acquisition. At the closing, the Company will have approximately $64 million of availability under its new revolving credit facility, providing for significant liquidity.

Credit Suisse Securities (USA) LLC acted as exclusive financial advisor and sole placement agent on the Series A Preferred Units to Kimbell and Baker Botts L.L.P. acted as legal counsel to Kimbell. UBS Investment Bank acted as exclusive capital markets advisor to Kimbell in connection with the election to change to a taxable entity. RBC Richardson Barr acted as exclusive financial advisor to Haymaker, Kirkland & Ellis LLP acted as legal counsel to KKR and Haymaker and DLA Piper LLP acted as legal counsel to Kayne and Haymaker. Kirkland & Ellis LLP also represented Apollo in connection with the Series A Preferred Units offering.

Bob Ravnaas, Chairman and CEO of Kimbell, said, "This is a transformative acquisition for our company which we expect to deliver significant value and benefits through both increased scale and significant operating leverage that will drive improved profitability. Through this combination of highly complementary minerals portfolios, Kimbell is uniquely positioned to be a major participant in the best-performing, highest-growth oil and gas basins in the Lower 48. We expect the acquisition to be immediately accretive to distributable cash flow per unit and look forward to continued successes in this new and exciting chapter for Kimbell."

Karl Brensike, CEO of Haymaker, said, "We are extremely proud of the Haymaker team for assembling this world-class portfolio. Diversified minerals and royalties are just starting to get the recognition they deserve as a lower risk strategy to capitalize on the tremendous advancements being made in the U.S. oil and natural gas industry. We believe this acquisition will kick off a new phase of consolidation across the sector, as private equity looks to divest their mineral interests to longer term holders. Kimbell's diversified asset base and access to capital through their proposed tax structure will position them to continue to make accretive acquisitions over the coming years."