Item 1.01.                     Entry into a Material Definitive Agreement.



On January 9, 2020, Kimbell Royalty Partners, LP, a Delaware limited partnership
("Kimbell"), and Kimbell Royalty Operating, LLC, a Delaware limited liability
company ("Opco" and, together with Kimbell, the "Buyer Parties"), entered into
(i) a Securities Purchase Agreement (the "Springbok I Purchase Agreement") with
Springbok Energy Feeder Fund, LLC, a Delaware limited liability company, NGP XI
Mineral Holdings, LLC, a Delaware limited liability company, Springbok Energy
Feeder Fund A, LLC, a Delaware limited liability company, Springbok Investments,
LLC, a Delaware limited liability company, Jasmine Interests, LLC, a Texas
limited liability company, KLF Red Head Oil and Gas LLC, an Oklahoma limited
liability company, Fielding and Rita Claytor, each a resident of the State of
Texas, Silver Spur Resources, LLC, a Texas limited liability company, Virginia
Altick, a resident of the State of Texas, and Springbok Class B Vehicle, LP, a
Delaware limited partnership (collectively, the "Springbok I Sellers"), and
(ii) a Securities Purchase Agreement (the "Springbok II Purchase Agreement" and,
together with the Springbok I Purchase Agreement, the "Springbok Purchase
Agreements") with Springbok Energy Partners II Holdings, LLC, a Delaware limited
liability company (the "Springbok II Seller" and, together with the Springbok I
Sellers, the "Sellers"). The transactions contemplated by the Springbok Purchase
Agreements are referred to herein as the "Springbok Acquisition."



Pursuant to the terms of the Springbok Purchase Agreements, the Buyer Parties
have agreed to acquire all of the equity interests in certain subsidiaries owned
by the Sellers for aggregate consideration at closing comprising (i) $95 million
in cash, consisting of approximately $44.8 million in cash pursuant to the
Springbok I Purchase Agreement and approximately $50.2 million in cash pursuant
to the Springbok II Purchase Agreement, (ii) the issuance of 2,224,358 common
units representing limited partner interests in Kimbell ("Common Units") to the
Springbok I Sellers pursuant to the Springbok I Purchase Agreement and (iii) the
issuance of 2,497,134 common units representing limited liability company
interests in Opco ("Opco Common Units") and an equal number of Class B units
representing limited partner interests in Kimbell ("Class B Units") to the
Springbok II Seller pursuant to the Springbok II Purchase Agreement. The Opco
Common Units, together with the Class B Units, are exchangeable for an equal
number of Common Units. The consideration for the Springbok Acquisition is
subject to certain adjustments as set forth in the Springbok Purchase
Agreements. The Common Units, Opco Common Units and Class B Units will be issued
in a private placement exempt from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"), in reliance on the
exemptions set forth in Section 4(a)(2) of the Securities Act.



The Buyer Parties and the Sellers each made certain representations, warranties
and covenants in the Springbok Purchase Agreements, including to conduct their
respective businesses in the ordinary course during the period between the
execution of the Springbok Purchase Agreements and the closing, subject to
certain exceptions. The Buyer Parties, on the one hand, and the Springbok I
Sellers and the Springbok II Seller, on the other hand (under their respective
Springbok Purchase Agreements), agreed to indemnify each other and their
respective directors, officers, partners, members, managers, employees, agents
and advisors against certain losses resulting from breaches of their respective
representations, warranties and covenants, subject to certain negotiated
limitations and survival periods set forth in the Springbok Purchase Agreements.



The Springbok Purchase Agreements provide that, during the period from the date
of the signing of the Springbok Purchase Agreements until the closing of the
Springbok Acquisition or termination of the Springbok Purchase



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Agreements, the Sellers will be subject to certain restrictions on their ability
to solicit alternative acquisition proposals from third parties, to provide
non-public information to third parties and to engage in discussions with third
parties regarding alternative acquisition proposals. In addition, pursuant to
the terms of the Springbok Purchase Agreements, the Sellers have agreed,
effective as of the closing of the Springbok Acquisition and subject to certain
exceptions, not to dispose of the Common Units, Opco Common Units or Class B
Units for a period of 120 days following the closing. Pursuant to the Springbok
Purchase Agreements, Kimbell has agreed to grant certain registration rights in
favor of the Sellers who will receive Common Units or Class B Units and Opco
Common Units under the Springbok Purchase Agreements. Following the closing of
the Springbok Acquisition, among other things, Kimbell has agreed to (i) prepare
a shelf registration statement or an amendment to its existing shelf
registration statement, in either event, with respect to the resale of the
Common Units to be issued to the Springbok I Sellers under the Springbok I
Purchase Agreement and the resale of the Common Units issuable upon the
conversion of the Opco Common Units and a corresponding number of Class B Units
to be issued to the Springbok II Seller under the Springbok II Purchase
Agreement ("Registrable Securities") that would permit some or all of the
Registrable Securities to be resold in registered transactions (the "Shelf
Registration Statement"), file the Shelf Registration Statement with the
. . .


Item 3.02.                     Unregistered Sales of Equity Securities.



The information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.02. The private placements of the
Common Units, Opco Common Units and Class B Units under the Springbok Purchase
Agreements, together with any Common Units that are issued upon a future
exchange election by the holders of the Opco Common Units and Class B Units,
will be undertaken in reliance upon an exemption from the registration
requirements of the Securities Act, pursuant to Section 4(a)(2) thereof.


Item 7.01                      Regulation FD Disclosure.



On January 9, 2020, Kimbell issued a news release announcing that it has entered
into the Springbok Purchase Agreements. A copy of the news release is attached
hereto, furnished as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated by reference into this Item 7.01.



The information set forth in this Item 7.01 (including Exhibit 99.1 ) shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), nor shall such information be deemed
incorporated by reference in any filing under the Securities Act or the Exchange
Act, regardless of the general incorporation language of such filing, except as
shall be expressly set forth by specific reference in such filing.


Item 8.01                      Other Events.



Oklahoma Acquisition



On November 6, 2019, Kimbell acquired various mineral and royalty interests in
Oklahoma for an aggregate purchase price of approximately $9.9 million (the
"Oklahoma Acquisition"), which was funded with borrowings under Kimbell's
revolving credit facility. The assets acquired in the Oklahoma Acquisition
consisted of approximately 279,680 gross royalty acres (approximately 189 net
royalty acres). As of August 1, 2019, the assets acquired in the Oklahoma
Acquisition consisted of 878 gross producing wells, 51 drilled but uncompleted
wells and 918 additional upside locations. As of August 1, 2019, the 878 gross
producing wells had an average net daily net production of 202 Boe/d, comprising
approximately 44% oil, 28% natural gas and 28% natural gas liquids ("NGLs") (on
an oil-equivalent basis using a conversion factor of six Mcf of natural gas per
barrel of "oil equivalent," which is based on approximate energy equivalency and
does not reflect the price or value relationship between oil and natural gas,
which is referred to herein as a "6:1 basis").



Buckhorn Acquisition



As previously announced, on December 12, 2019, Kimbell acquired certain mineral
and royalty interests (the "Buckhorn Acquisition") from Buckhorn Resources GP,
LLC and its affiliates in exchange for 2,169,348 Opco Common Units and an equal
number of Class B Units for total consideration valued at approximately $36.3
million. The assets acquired in the Buckhorn Acquisition consisted of
approximately 86,000 gross royalty acres (approximately 400 net royalty acres).
As of July 1, 2019, the assets acquired in the Buckhorn Acquisition consisted of
504 gross producing wells, 38 drilled but uncompleted wells and 519 additional
upside locations. As of July 1, 2019, the 504 gross producing wells had an
average daily net production of 270 Boe/d, comprising approximately 83% oil, 11%
natural gas and 6% NGLs (on a 6:1 basis).



Springbok Acquisition



As described more fully in Item 1.01 of this Current Report on Form 8-K, the
Buyer Parties have agreed to acquire all of the equity interests in certain
subsidiaries owned by the Sellers pursuant to the Springbok Purchase Agreements
(the assets acquired in the Springbok Acquisition, the "Springbok Assets").
Kimbell estimates that, as of October 1, 2019, the Springbok Assets included
2,160 net royalty acres across the Delaware Basin, DJ Basin, Haynesville Shale,
STACK, Eagle Ford Shale and other leading basins. Kimbell estimates that, as of
October 1, 2019, the Springbok Assets produced 2,533 Boe/d (on a 6:1 basis) with
an average realized cash margin of $21.92 per Boe. Kimbell further estimates
that, as of October 1, 2019, the Springbok Assets consisted of 6.8 net (1,493
gross) proved developed producing horizontal wells, 0.8 net (231 gross) drilled
but uncompleted wells and 1.0 net



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(164 gross) permit locations, as compared to 0.9 net (228 gross) drilled but
uncompleted wells and 0.9 net (192 gross) permit locations as of October 1,
2018. For the twelve months ended September 30, 2019, Kimbell estimates that 1.5
net (344 gross) wells turned to sales. Kimbell also estimates that the Springbok
Assets include 7.7 net (1,042 gross) identified undeveloped locations as of
October 1, 2019. As of December 31, 2019, there were more than 90 operators on
the Springbok Assets, including Centennial Resource Development, Inc., EOG
Resources Inc., PDC Energy, Inc., Marathon Oil Company, Ovintiv Inc. (f/k/a
Encana Corp.), Comstock Resources, Inc., Continental Resources, Inc., Apache
Corporation, BP p.l.c. and Devon Energy Corp.



As of September 30, 2019 and including run-rate production attributable to the
Springbok Acquisition, the Buckhorn Acquisition and the Oklahoma Acquisition,
Kimbell estimates that 24% of its total production, comprising approximately 32%
of its oil production, 20% of its natural gas production and 28% of its NGL
production (on a 6:1 basis), will be derived from conventional assets, including
certain enhanced oil recovery projects. After taking the Springbok Acquisition
into account, Kimbell estimates that over 96% of all rigs operating in the
continental United States as of December 31, 2019 are located in counties where
Kimbell holds mineral and royalty interests. Further, Kimbell estimates that 93
rigs would have been actively drilling on its combined acreage as of
December 31, 2019, which would have accounted for approximately 12% of all rigs
operating in the continental United States at such date.



The below table summarizes Kimbell's estimates regarding the mineral and royalty
interests comprising the Springbok Assets by U.S. basins and producing regions.



                                                        As of October 1, 2019
                          Net       Daily                                 Gross      Net Drilled                             Active
               Gross    Royalty   Production     Gross        Net      Drilled but       but         Gross        Net      Rigs as of
              Royalty   Acreage    (Boe/d)     Producing   Producing   Uncompleted   Uncompleted   Permitted   Permitted    December
              Acreage     (1)       (2)(3)       Wells       Wells        Wells         Wells      Locations   Locations    31, 2019
Delaware       55,750       437          431         206         1.1            61           0.3          42         0.3            4
Eagle Ford      7,129        47          182          94         0.5            20           0.1          10         0.1            1
Bakken         14,976        92           92          86         0.4            13           0.1           3        <0.1            0
DJ             26,122       207          287         290         1.3            73           0.1          65         0.5            2
Haynesville    22,354       246          742          98         0.8            16           0.1           1        <0.1            1
STACK          51,830       476          338         154         0.9            20           0.1          25        <0.1            0
Midland         7,367        53           93          44         0.3             -             -           3        <0.1            0
Other (4)      72,082       602          368         521         1.5            28          <0.1          15        <0.1            6
Total         257,610     2,160        2,533       1,493         6.8           231           0.8         164         1.0           14





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(1)                  Net royalty acreage is calculated as the sum of the

net

revenue interest in each acre multiplied by the number of acres.





(2)                  "Btu-equivalent" production volumes are presented on

an


oil-equivalent basis using a conversion factor of six Mcf of natural gas per
barrel of "oil equivalent," which is based on approximate energy equivalency and
does not reflect the price or value relationship between oil and natural gas.



(3)                  Daily production from the Springbok Assets is based on
run-rate production as of October 1, 2019, which is the effective date of the
Springbok Acquisition. As of October 1, 2019, production from the Springbok
Assets consisted of approximately 823 Bbl per day of oil, 279 Bbl per day of
NGLs and 8,584 Mcf/d of natural gas, with over 70% of the cash flow associated
with such production derived from oil and NGLs.



(4)                  Other locations include Arkoma, Barnett Shale, Cotton

Valley, Marcellus Shale, SCOOP, Texas Panhandle and Utica.





In addition, Kimbell estimates that the average estimated five-year decline rate
for its combined proved developed producing reserves, assuming the Springbok
Acquisition closes as described in Item 1.01 of this Current Report on Form 8-K,
would be approximately 14%. Reserve engineering is a complex and subjective
process of estimating underground accumulations of oil and natural gas that
cannot be measured in an exact way, and the accuracy of any reserve estimate is
a function of the quality of available data and of engineering and geological
interpretation and judgment. As a result, estimates prepared by one engineer may
vary from those prepared by another. Estimates of proved reserves for Kimbell's
oil and gas properties as of December 31, 2019 will be prepared by Ryder Scott
Company, L.P. using the information available at that time, and estimates of
proved reserves related to the Springbok Acquisition will be prepared by Ryder
Scott Company, L.P. as of December 31, 2020. Upon completion of their review,
the estimate of the proved reserves for Kimbell's oil and gas properties as of
December 31, 2019 will be different from the estimate of the proved reserves for
Kimbell's oil and gas properties as of December 31, 2018, and the estimates of
proved reserves relating to the Springbok Assets as of December 31, 2020 will be
different from Kimbell management's estimates of such reserves as of October 1,
2019.



Kimbell's assessment and estimates of the assets to be acquired in the Springbok
Acquisition to date has been limited. Even by the time of closing, Kimbell's
assessment of these assets will not reveal all existing or potential problems,
nor will it permit Kimbell to become familiar enough with the properties to
assess fully their capabilities



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and deficiencies. Moreover, there can be no assurance that Kimbell and Opco will
consummate the Springbok Acquisition on the terms described in Item 1.01 of this
Current Report on Form 8-K or at all. Even if Kimbell and Opco consummate the
Springbok Acquisition, they may not be able to achieve the expected benefits of
the Springbok Acquisition.

Forward-Looking Statements





Certain information contained in this Current Report on Form 8-K and in the
exhibits hereto includes forward-looking statements. These forward-looking
statements, which include statements regarding the anticipated benefits of the
Oklahoma Acquisition, the Buckhorn Acquisition and the Springbok Acquisition
(collectively, the "Acquisitions"), operational data with respect to the
Acquisitions, the expected timing of the closing of the Springbok Acquisition
and the financing of the Springbok Acquisition, involve risks and uncertainties,
including risks that the anticipated benefits of the Acquisitions are not
realized; risks relating to Kimbell's integration of the assets associated with
the Acquisitions; risks relating to the possibility that the Springbok
Acquisition does not close when expected or at all because any conditions to the
closing are not satisfied on a timely basis or at all; and risks relating to
Kimbell's business, prospects for growth and acquisitions and the securities
. . .


Item 9.01.                     Financial Statements and Exhibits.



(d) Exhibits



Number                                   Description
10.1*          Securities Purchase Agreement, dated as of January 9, 2020, among
             Springbok Energy Feeder Fund, LLC, a Delaware limited liability
             company, NGP XI Mineral Holdings, LLC, a Delaware limited liability
             company, Springbok Energy Feeder Fund A, LLC, a Delaware limited
             liability company, Springbok Investments, LLC, a Delaware limited
             liability company, Jasmine Interests, LLC, a Texas limited
             liability company, KLF Red Head Oil and Gas LLC, an Oklahoma
             limited liability company, Fielding and Rita Claytor, each a
             resident of the State of Texas, Silver Spur Resources, LLC, a Texas
             limited liability company, Virginia Altick, a resident of the State
             of Texas, and Springbok Class B Vehicle, LP, a Delaware limited
             partnership, Kimbell Royalty Partners, LP, a Delaware limited
             partnership, and Kimbell Royalty Operating, LLC, a Delaware limited
             liability company

10.2*          Securities Purchase Agreement, dated as of January 9, 2020, among
             Springbok Energy Partners II Holdings, LLC, a Delaware limited
             liability company, Kimbell Royalty Partners, LP, a Delaware limited
             partnership, and Kimbell Royalty Operating, LLC, a Delaware limited
             liability company

99.1           News release issued by Kimbell Royalty Partners, LP, dated
             January 9, 2020
--------------------------------------------------------------------------------
* The schedules and exhibits to this agreement have been omitted pursuant to
Item 601(a)(5) of Regulation S-K. The registrant will furnish supplementally a
copy of each such schedule or exhibit to the SEC upon request.



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