Latham & Watkins Advises TXO Partners on US$350 Million Acquisition of Williston Basin Assets and US$175 Million Public Offering

TXO Partners, L.P. (NYSE: TXO) (TXO) announced that it has entered into a purchase agreement with White Rock Energy, LLC (White Rock), a portfolio company of Quantum Capital Group, to purchase producing assets in the Elm Coulee field in the Williston Basin of Montana and North Dakota. The total cash consideration by TXO will be approximately US$350 million, subject to customary purchase price adjustments. Of this purchase price, US$70 million will be deferred and payable one year after the initial closing. The agreement was signed in partnership with North Hudson Resource Partners, whose affiliates will acquire a 30% non-operated interest in the White Rock assets. This transaction is expected to close in the third quarter of 2025, subject to satisfaction of customary closing conditions.

TXO also announced the pricing of its public offering of US$175 million of common units, made up of 11,666,667 common units representing limited partner interests in TXO at price to the public of US$15 per unit. TXO has granted the underwriters an option to purchase up to an additional 1,750,000 common units at the public offering price, less underwriting discounts and commissions. TXO intends to use the net proceeds from the offering to fund a portion of the cash consideration for the asset acquisition from White Rock.

Latham & Watkins LLP represents TXO in matters relating to the acquisition with a corporate deal team led by Houston partner Michael King, with associate Brock Jones. Advice was also provided on tax matters by Houston partner Christine Mainguy.

Latham also represents TXO in the offering with a Capital Markets team led by Austin partners Michael Chambers and Mollie Duckworth, with associates Caitlyn Fiebrich, Don Izekor, and Samantha McGarvey. Advice was also provided on tax matters by Houston partners Tim Fenn and Jim Cole, with associate Molly Elkins; and on environmental matters by Los Angeles/Houston partner Josh Marnitz, with associate Bruce Johnson.