Deal Description: On June 26, 2024, TXO Partners, L.P., a Delaware limited partnership (NYSE: TXO) (“TXO”), announced the pricing of an underwritten public offering of 6,500,000 common units representing limited partner interests. The offering size was increased from the previously announced offering size of 5,000,000 common units. TXO has granted the Raymond James & Associates, Inc. (“Raymond James”) an option to purchase up to an additional 975,000 common units from TXO at the public offering price, less underwriting discounts and commissions.  The offering is expected to close on June 28, 2024, subject to customary closing conditions.

TXO expects to receive net proceeds of approximately $122.5 million, after deducting underwriting discounts and commissions and estimated offering expenses and excluding any exercise of the Raymond James’ option to purchase additional common units. TXO intends to use the net proceeds to fund a portion of the cash consideration for the previously announced asset acquisitions from Eagle Mountain Energy Partners, LLC and Kaiser-Francis Oil Company (the “Acquisitions”). The offering is not conditioned on the consummation of either of the Acquisitions. Pending the closing of the Acquisitions, and in the event that either of the Acquisitions are not completed, the proceeds from the offering will be used to repay the outstanding borrowings under TXO’s revolving credit facility and for general partnership purposes.

TXO Partners, L.P. is a master limited partnership focused on the acquisition, development, optimization and exploitation of conventional oil, natural gas, and natural gas liquid reserves in North America. TXO’s current acreage positions are concentrated in the Permian Basin of West Texas and New Mexico and the San Juan Basin of New Mexico and Colorado.

Raymond James & Associates, Inc., served as sole underwriter for the offering.

Baker Botts L.L.P. represented Raymond James in this offering.

Baker Botts Lawyers/Office Involved:

• Corporate: Josh Davidson (Partner; Houston); Doug Getten (Partner; Houston); Garrett Hughey (Senior Associate; Houston); Austin Lee (Associate; Houston); Cade Luedde (Associate; Houston).
• Finance: Clint Culpepper (Partner; Houston).
• Tax: Chuck Campbell (Special Counsel; Houston).
• Environmental: Liz Singleton (Special Counsel; Houston).
• Global Projects: Kyle Doherty (Senior Associate, Houston); Brittany Dudley (Associate, Dallas).

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