4//SEC Filing
Haymaker Minerals & Royalties, LLC 4
Accession 0000899243-18-025203
CIK 0001657788other
Filed
Sep 24, 8:00 PM ET
Accepted
Sep 25, 7:59 PM ET
Size
12.7 KB
Accession
0000899243-18-025203
Insider Transaction Report
Form 4
Haymaker Minerals & Royalties, LLC
10% Owner
Transactions
- Other
Common Units
2018-09-23−4,000,000→ 0 total - Other
OpCo Common Units
2018-09-23+4,000,000→ 4,000,000 total→ Common Units
KAYNE ANDERSON CAPITAL ADVISORS LP
10% Owner
Transactions
- Other
Common Units
2018-09-23−4,000,000→ 0 total - Other
OpCo Common Units
2018-09-23+4,000,000→ 4,000,000 total→ Common Units
KAYNE RICHARD A
10% Owner
Transactions
- Other
Common Units
2018-09-23−4,000,000→ 0 total - Other
OpCo Common Units
2018-09-23+4,000,000→ 4,000,000 total→ Common Units
Footnotes (4)
- [F1]In connection with the effectiveness of the Issuer's Third Amended and Restated Partnership Agreement and pursuant to a Recapitalization Agreement (the "Recapitalization Agreement"), Haymaker Minerals & Royalties, LLC ("Haymaker Minerals") delivered and assigned its 4,000,000 common units in exchange for (i) 4,000,000 newly issued Class B common units (the "Class B Common Unit") representing limited partnership interests in the Issuer and (ii) 4,000,000 newly issued common units (the "OpCo Common Units") in Kimbell Royalty Operating, LLC (the "OpCo"), a wholly owned subsidiary of the Issuer.
- [F2]These shares are owned directly by Haymaker Minerals. Kayne Anderson Capital Advisors, L.P. ("KACALP") is the managing member of the general partner of Kayne Anderson Energy Fund VI LP ("KAEF VI"), a member of Haymaker Minerals holding the right to appoint four of the seven representatives to the board of managers of Haymaker Minerals. The four representatives to the board of managers of Haymaker Minerals appointed by KAEF VI possess the majority vote of the board of managers of Haymaker Minerals. As a result, KACALP may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the Common Units owned by Haymaker Minerals. Richard A. Kayne ("Mr. Kayne") is the controlling shareholder of Kayne Anderson Investment Management, Inc., the general partner of KACALP.
- [F3](Continued from footnote 2) Mr. Kayne is also a limited partner of KAEF VI. KACALP disclaims beneficial ownership of the securities owned by Haymaker Minerals in excess of its pecuniary interest therein and this statement shall not be deemed an admission that KACALP is the beneficial owner of the reported Common Units for the purposes of Section 13(d) of the Exchange Act or any other purpose. Mr. Kayne disclaims beneficial ownership of the Common Units reported, except those Common Units held by him or attributable to him by virtue of his limited partner interest in KAEF VI and his indirect interest in the interest of KACALP in KAEF VI.
- [F4]Pursuant to an Exchange Agreement entered into in connection with the Recapitalization Agreement and the effectiveness of the Issuer's Third Amended and Restated Partnership Agreement, each Class B Common Unit and OpCo Common Unit (together, a "Unit"), collectively, are exchangeable, on a one-for-one basis, for common units of the Issuer or, at the OpCo's election, for cash. Upon exchange of a Unit, the corresponding unit of Class B Common Unit and OpCo Common Unit will be redeemed at par value and cancelled. The Class B Common Units and the OpCo Common Units do not have an expiration date.
Documents
Issuer
Kimbell Royalty Partners, LP
CIK 0001657788
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001747787
Filing Metadata
- Form type
- 4
- Filed
- Sep 24, 8:00 PM ET
- Accepted
- Sep 25, 7:59 PM ET
- Size
- 12.7 KB