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Kimbell Royalty Partners, LP announces acquisition of mineral and royalty interests held by Haymaker Minerals & Royalties, LLC and Haymaker Resources, LP for $404 million and proposed election to change tax status

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Kimbell Royalty Partners, LP announces acquisition of mineral and royalty interests held by Haymaker Minerals & Royalties, LLC and Haymaker Resources, LP for $404 million and proposed election to change tax status

Acquisition immediately accretive to distributable cash flow, increases production by more than 50% on a per unit basis and generates estimated G&A savings of 50% per Boe on a run-rate basis
Pro forma free cash flow yield of 12% on first quarter 2018 basis
Kimbell announces proposed election to change tax status from pass-through partnership to a taxable entity

Kimbell Royalty Partners, LP (NYSE: KRP) (“Kimbell” or the “Company”), a leading owner of oil and gas mineral and royalty interests across 20 states, today announced that it has agreed to acquire the mineral and royalty interests held by Houston-based Haymaker Minerals & Royalties, LLC and Haymaker Resources, LP (collectively, “Haymaker”) 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 (“Series A Preferred Units”) to an affiliate of Apollo Global Management, LLC (“Apollo”) for gross proceeds of $110 million and through borrowings of $1142 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. (“KKR”) and Kayne Anderson Capital Advisors, L.P. (“Kayne”), along with Haymaker management, will collectively own approximately 37% of the then outstanding common units of Kimbell.

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.”

Acquisition Highlights3

  • Pro forma free cash flow yield4 of 12% drives accretion to distributable cash flow per unit of >20% based on first quarter 2018 results and using run-rate G&A
  • Increases average daily net production per Kimbell unit for first quarter 2018 by more than 50% on pro forma basis
  • Highly complementary Haymaker acreage increases Kimbell’s net royalty acres per unit by 10% on a pro forma basis
  • 52% of the combined net royalty acreage is in the high growth Permian and Mid-Continent areas
  • Conservatively financed with estimated pro forma net debt to EBITDA below 2.0x5 and ample liquidity under new revolving credit facility

Creating a Leading Energy Yield Company

Following the closing, Kimbell will have an 11.1 million gross acre position with a total of 73 active rigs on its properties, which represents 7% of total active rigs in the U.S. In addition, 95% of all rigs in the Lower 48 are located in counties where Kimbell will hold mineral interest positions. The acquisition further solidifies Kimbell’s position in the Permian by adding mineral interests in the Midland Basin and further bolstering its Mid-Continent position, which includes the SCOOP / STACK. Going forward, Kimbell will remain a liquids-focused company with oil and NGLs accounting for approximately 67% of estimated pro forma 1Q 2018 production.

Estimated pro forma net debt / EBITDA will be below 2.0×5 at the closing of the acquisition, with a prudent hedging program in place that will target between 30% and 40% of production on a rolling two-year basis to protect cash flows.

Kimbell’s management team, led by Kimbell CEO Bob Ravnaas, will operate the combined company following the closing.

Series A Cumulative Convertible Preferred Units

Kimbell signed a purchase agreement with Apollo for $110 million of the Series A Preferred Units. The private placement of the Series A Preferred Units will close at the same time as the closing of the acquisition.

Summary terms of the Series A Preferred Units include:

  • Distributions of 7.00% per annum, paid quarterly in arrears
  • Kimbell may redeem the Series A Preferred Units at any time for cash
  • Beginning on the second anniversary of the closing date, Apollo may elect to convert some or all of the Series A Preferred Units if the common unit price is at a 30% premium to the issue price
  • Voting rights on an as-converted basis with common units

New Revolving Credit Facility

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.

Proposed Election to Change Tax Status

Kimbell believes that the conversion to a taxable entity will enable it to target a significantly larger investor base both domestic and international, increase its liquidity and support its continued growth and consolidation strategy. KKR and Kayne, together with Haymaker management, as well as Apollo have agreed to vote in favor of the Company’s proposed election to change to a taxable entity, with the precise structure to be determined by the Board of Directors of Kimbell. Upon consummation of the acquisition and the Series A Preferred Units offering, KKR, Kayne, Haymaker management and Apollo, together with outstanding common units that are controlled by Kimbell’s management and Board of Directors, will constitute the requisite majority of unitholders necessary to approve the tax election. The Company will file with the Securities and Exchange Commission (“SEC”) an information statement regarding the approval of the tax election and distribute that information statement to its other unitholders.

Advisors

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.

Investor and Analyst Conference Call

Kimbell will host a conference call and webcast today at 8:30 a.m. Eastern Time (7:30 a.m. Central Time) to discuss this transaction. To access the call live by phone, dial (201) 389-0869 and ask for the Kimbell Royalty Partners call at least 10 minutes prior to the start time. A webcast of the call will also be available live and for later replay on Kimbell’s website at http://www.kimbellrp.com under Events and Presentations. The company also has an investor presentation on their website with additional information about the transaction.

Forward-Looking Statements

This news release includes forward-looking statements. These forward-looking statements involve risks and uncertainties, including certain plans, expectations, goals and statements about the benefits of the proposed acquisition and election to change to a taxable entity, Kimbell’s plans, objectives, expectations and intentions, the expected timing of completion of the acquisition, and other statements that are not historical facts. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as expect, anticipate, believe, intend, estimate, plan, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations.

Except as required by law, Kimbell undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this news release. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Kimbell’s filings with the SEC. These include risks inherent in oil and natural gas drilling and production activities, including risks with respect to low or declining prices for oil and natural gas that could result in downward revisions to the value of proved reserves or otherwise cause operators to delay or suspend planned drilling and completion operations or reduce production levels, which would adversely impact cash flow; risks that the anticipated benefits of the election to change to a taxable entity are not realized; risks related to Kimbell’s acquisition and integration of the acquired businesses and assets; the possibility that the proposed 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; the risk that the financing required to fund the acquisition is not obtained; uncertainties as to the timing of the acquisition; the possibility that the anticipated benefits of the acquisition are not realized when expected or at all; risks relating to Kimbell’s hedging activities; risks of fire, explosion, blowouts, pipe failure, casing collapse, unusual or unexpected formation pressures, environmental hazards, and other operating and production risks, which may temporarily or permanently reduce production or cause initial production or test results to not be indicative of future well performance or delay the timing of sales or completion of drilling operations; risks relating to delays in receipt of drilling permits; risks relating to unexpected adverse developments in the status of properties; risks relating to the absence or delay in receipt of government approvals or third-party consents; and other risks described in Kimbell’s Annual Report on Form 10-K and other filings with the SEC, available at the SEC’s website at www.sec.gov. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release.

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Investing into a more sustainable future: changing businesses from the inside out

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Investing into a more sustainable future: changing businesses from the inside out 1

By Shawn Welch, Vice President and General Manager of Hi-Cone Worldwide

As industries across the world are facing unprecedented uncertainty and anticipating the economic implications of the current health crisis, business leaders have the unique opportunity to seize the chance to make lasting, positive changes and re-interpret the business challenges in a positive way – without forgetting or minimising the toll the pandemic has taken. When trying to identify a way forward, the future must be sustainable. We must take this opportunity to find a more sustainable way for businesses and manufacturers to survive.

Environmental and economic concern have only increased the gap on what consumers want – more sustainability – and how much progress businesses can make without risking their viability. However, rather than giving up on ambitious goals, maybe we need to reframe the way we look at sustainability. So far, businesses have tended to react to consumer demands, often without looking into the long-term implications and research-based due diligence one would expect. Therefore, now is the right time to be more deliberate: to continue on the path towards a truly sustainable ‘new normal’, businesses need to consider the bottom line impact more than ever before and truly invest in changing their business models to become more sustainable.

Shawn Welch

Shawn Welch

To meet the UN’s ambitious 2030 Sustainable Development Goals, businesses ultimately must thrive – working towards establishing a circular economy remains crucial. Instead of a linear ‘extract, use, dispose’ approach, materials need to be respected and re-used as many times as possible, which is only possible if products are designed for re-use, re-manufacturing, repair or restarting. After all, any and all consumption comes at a price. In manufacturing, processes draw on resources to produce items that, once they have served their purpose, become surplus to requirements. Yet, to ignore this is to take an incomplete view of sustainability: instead, materials are extracted from waste to re-enter production processes. Reuse and recycling initiatives are central to this and great strides have been made in raising awareness of this need. The full environmental cost of production and consumption includes the choice of materials themselves but also the level of carbon emissions generated, and energy consumed.

Once products and processes have redesigned for a circular approach, this initial investment will often easily be recouped, especially if we start with looking at the facts when starting this crucial process. To make the Circular Economy a focus for any business very often means changing the business model. Here, investing in research and development is vital. In the packaging industry, for example, we are seeing that customers and consumers are increasingly more focused on sustainability, and that surprising changes can unlock societal and business value. Through minimising a product’s carbon footprint or making recycling easier for consumers, lifecycle-assessment-based product redesigns or using recycled plastics instead of larger quantities of cardboard, companies are identifying these more creative options and enjoying the long-lasting benefits that come with implementing them. In any case, leadership is key. A research-driven approach gets everyone on-board and seeing management committing to these goals as part of business plans helps cement these. At a recent Reuters Responsible Business Summit virtual panel, I was part of an interesting conversation. Here, Yolanda Malone, Vice President Global R&D Snacks PKG, PepsiCo, discussed how leaders have to drive the behaviours within the organisation and the tone for the culture. She explained that her sustainable plastics vision is a world where plastics never become waste. Only through putting the mantra of “reduce, recycle, rethink and reinvent” can we bring circular products to consumer. She stressed that, if we don’t reinvent, we will fall back into old habits.

Of course, consumer behaviours play a part and the easier the solution, the more likely consumers will get behind it. End consumers are becoming increasingly conscious of packaging. So, to be truly circular, we need to take into account the entire lifecycle. Mindset change needs to continue to happen. Consumers need to be clear about what their choices are. To achieve this, we must change our businesses from the inside out, allowing for close collaboration inside and outside of our organisations. Other organisations – such as governments and recycling organisations – will need to be involved in businesses’ efforts, multiplying the impact our investments will have. We must address all aspects of sustainability and, for example, have better recycling, a focus on infrastructure and emphasis on consumer education. To recover, reuse and recycle, the R&D must be in place and dedicated to sustainability. Partnerships are important as we, as other leading global companies realise, cannot do this alone. Collaboration is key when investing in a more sustainable, more Circular, future.

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Securing Information Throughout the Supply Chain – Preventing Supplier Vulnerabilities 

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Securing Information Throughout the Supply Chain – Preventing Supplier Vulnerabilities  2

By Adam Strange, Data Classification Specialist, HelpSystems 

The financial services sector is experiencing extreme disruption coupled with rapid innovation as established institutions strive to become more agile and meet evolving customer demand. At the same time, new market entrants compete fiercely for customers. Increasing operational flexibility, through the deployment of cloud infrastructure or via digital transformation initiatives, is critical for future competitiveness but it has also driven regulatory and security challenges, particularly around working with suppliers.

That said, the benefits of a diverse, interconnected supply chain are compelling: agility, speed, and cost reduction all weigh on the positive side of the equation, prompting financial institutions to pursue close, collaborative relationships with suppliers, often numbering in the hundreds or thousands.

Weakness in the supply chain

On the negative side is the increased cyber threat when enterprises expose their networks to their supply chain. In our modern interconnected digital ecosystems, most financial organisations have many supply chain dependencies and it only takes one of these to have cybersecurity vulnerabilities to bring a business to its knees.

As a result, breaches originating in third parties are common and costly – a Ponemon Institute/IBM study found that breaches being caused by a third party was the top factor that amplified the cost of a breach, adding an average of $370,000 to the breach cost.

Concern around the supply chain was also evidenced in a recent report we have just issued, whereby we interviewed 250 CISOs and CIOs from financial institutions about the cybersecurity challenges they face and nearly half (46%) said that cybersecurity weaknesses in the supply chain had the biggest potential to cause the most damage in the next 12 months.

But sharing information with suppliers is essential for the supply chain to function. Most financial services organisations go to great lengths to secure intellectual property, personally identifiable information (PII) and other sensitive data internally, yet when this information is shared across the supply chain, does it get the same robust attention?

Further amplified by COVID-19

Financial service organisations have always been a key target for cyber attacks.  Our research showed that since COVID-19 hit, the risk has elevated further, with 45% of the respondents seeing increased cybersecurity attacks during this period. Likewise, hackers are rejecting frontal assaults on well-defended walls in favour of infiltrating networks via vulnerabilities in suppliers.

But financial services organisations must maintain reputations and ensure customer trust. Firms are keen to demonstrate that they are protecting customer assets, providing an ultra-reliable service and working with trustworthy partners. So, what can they do to better protect their supplier ecosystem?

At the very least, they need to ensure basic controls are implemented around their suppliers’ IT infrastructure.  For example, they must ensure suppliers maintain a secure infrastructure with a minimum of Cyber Essentials or the equivalent US CIS certification controls. Cyber Essentials defines a set of controls which, when implemented, provide organisations with basic protection from the most prevalent forms of threats, focusing on threats which require low levels of attacker skill, and which are widely available online.

Likewise, they need to ensure good information management controls are in place and this begins with accurate information/data classification. After all, how can you apply appropriate controls to your information unless you know what it is and where it is?

How ISO27001 helps organisations put in place a data classification process

The international standard on information security, ISO27001, describes the basic ingredients for data classification to ensure the data receives the appropriate level of protection in accordance with its importance to the organisation. It comprises three basic elements:

  • Classification of data – in terms of legal requirements, value, criticality and sensitivity to unauthorised disclosure or modification.
  • Labelling of data – an appropriate set of procedures for information labelling should be developed and implemented in accordance with the organisation’s information classification scheme.
  • Handling of assets – procedures for the handling of assets developed and implemented in accordance with the organisation’s information classification scheme.

Adoption of this methodology will help financial services organisations and their supply chain take a more data-centric information security approach. However, there are essentially four key stages for implementing a data risk assurance supply chain approach and these are:

 1. Approval – in organisations with complex supply chains senior management, vendor management, procurement and information security will all need to support a robust risk-based information management approach. Details of previous incidents and their impact alongside the business benefits will be essential to gain stakeholder buy in.

 2. Preparation – Organisations should start with Tier 1 suppliers and initially identify the contracts with the highest business impact/risk. They should identify and record information repositories and the data that they contain together with the responsible business owners. Define a business taxonomy based on information categories of that data and include supply chain factors such as what information categories are shared.

For example, they need to understand the business impact of compromise against each of the information categories. Have any suppliers suffered security incidents? What assurance mechanisms are in place? Once all this information is collated the organisation can create a data classification policy and define a set of controls for each data category.

 3. Discovery – Select each data category and identify the associated contracts. Then prioritise the data category based on the risk assessment and verify that the data security controls and arrangements for each data category and contract meet the overall requirements. Once complete, hand over the contract for inclusion in the vendor management cycle.

4. Embed process – the overall objective is to embed information risk management into the procurement lifecycle from start to finish. Therefore, whenever a new contract is created there are a number of actions required which embed data risk at each stage of the bid, tender, procurement, evaluation, implementation and termination phases of the contract.

To summarise, organisations should start by researching the information risk and security frameworks such as ISO27001 and others. They should then focus on defining their business taxonomy and data categories together with the business impact of compromise to help develop a data classification scheme. Finally, they should implement the data classification scheme and embed data risk management into the procurement lifecycle processes from start to finish. By effectively embedding data risk management and categorisation into their procurement and vendor management processes, they are preventing their suppliers’ vulnerabilities becoming their own and are more effectively securing data in the supply chain.

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Deloitte: Middle East organizations need to rethink their workforce in the wake of COVID-19

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Deloitte: Middle East organizations need to rethink their workforce in the wake of COVID-19 3

Organizations in the Middle East have had to take immediate actions in reaction to the COVID-19 pandemic, such as shifting to remote and virtual work, implementing new ways of working and redirecting the workforce on critical activities. According to Deloitte’s 10th annual 2020 Middle East Human Capital Trends report, “The social enterprise at work: Paradox as a path forward,” organizations now need to think about how to sustain these actions by embedding them into their organizational culture.

“COVID-19 has created a clarifying moment for work and the workforce. Organizations that expand their focus on worker well-being, from programs adjacent to work to designing well-being into the work itself, will help their workers not only feel their best but perform at their best. Doing so will strengthen the tie between well-being and organizational outcomes, drive meaningful work, and foster a greater sense of belonging overall,” said Ghassan Turqieh, Consulting Partner, Human Capital, Deloitte Middle East.

According to the Deloitte report, many organizations in the Middle East made quick arrangements to engage with employees in the wake of the pandemic through frequent communications, multiple webinars where senior leaders addressed employee concerns, virtual employee events, manager check-ins, periodic calls and other targeted interactions with the workforce.

The report also discussed how UAE and KSA governments have reexamined work policies and practices, amended regulations and introduced COVID-19 initiatives to support companies and the workforce in the public and private sectors. Flexible and remote working, team-building and engagement activities, well-ness programs, recognition awards and modern workspaces are among the many things that are now adding to the employee experience.

Key findings from the Deloitte global report include:

  • Only 17% of respondents are making significant investments in reskilling to support their AI strategy with only 12% using AI primarily to replace workers;
  • 27% of respondents have clear policies and practices to manage the ethical challenges resulting from the future of work despite 85% of respondents saying the future of work raises ethical challenges;
  • Three-quarters of leaders are expecting to source new skills and capabilities through reskilling, but only 45% are rewarding workers for the development of new skills; and
  • Only 45% of respondents are prepared or very prepared to take advantage of the alternative workforce to access key capabilities despite gig workers being likely to comprise 43% of the U.S. workforce this year according to the Bureau of Labor Statistics.

“Worker well-being is a top priority today, and similarly to the rest of the world, companies in the Middle East are focusing their efforts to redesign work around well-being by understanding workforce well-being needs,” said Rania Abu Shukur, Director, Human Capital, Consulting, Deloitte Middle East.

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