Filing Details

☐	Rule 13d-1(b)

☒	Rule 13d-1(c)

☐	Rule 13d-1(d)

1	NAMES OF REPORTING PERSONS
	M&E Mineral Holdings LLC 1
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			2,961,389
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			2,961,389
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,961,389
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.5%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

---

1	This entity was disclosed as EIGF Aggregator III LLC in the Schedule 13D filed on July 23, 2018, and Amendment No. 1 thereto, filed on September 25, 2018 and Amendment No. 2 thereto, filed on January 30, 2020, but subsequently changed its name to M&E Mineral Holdings LLC.

1	NAMES OF REPORTING PERSONS
	TE Drilling Aggregator LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			202,170
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			202,170
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	202,170
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.5%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

1	NAMES OF REPORTING PERSONS
	EIGF Aggregator LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			2,961,389
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			2,961,389
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,961,389
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.5%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

1	NAMES OF REPORTING PERSONS
	KKR Energy Income and Growth Fund I L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			2,961,389
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			2,961,389
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,961,389
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.5%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

1	NAMES OF REPORTING PERSONS
	KKR Associates EIGF L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			2,961,389
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			2,961,389
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,961,389
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.5%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

1	NAMES OF REPORTING PERSONS
	KKR Energy Income and Growth Fund I-TE L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			202,170
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			202,170
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	202,170
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.5%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

1	NAMES OF REPORTING PERSONS
	KKR Associates EIGF TE L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			202,170
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			202,170
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	202,170
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.5%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

1	NAMES OF REPORTING PERSONS
	KKR EIGF LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			3,163,559
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			3,163,559
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,163,559
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.0%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

 

1	NAMES OF REPORTING PERSONS
	KKR Group Partnership L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			3,163,559
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			3,163,559
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,163,559
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.0%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

1	NAMES OF REPORTING PERSONS
	KKR Upstream LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			3,163,559
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			3,163,559
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,163,559
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.0%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

1	NAMES OF REPORTING PERSONS
	KKR Group Holdings Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			3,163,559
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			3,163,559
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,163,559
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.0%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

1	NAMES OF REPORTING PERSONS
	KKR & Co. Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			3,163,559
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			3,163,559
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,163,559
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.0%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

1	NAMES OF REPORTING PERSONS
	KKR Management LLP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			3,163,559
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			3,163,559
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,163,559
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.0%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

1	NAMES OF REPORTING PERSONS
	Henry R. Kravis
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			3,163,559
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			3,163,559
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,163,559
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.0%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

 

1	NAMES OF REPORTING PERSONS
	George R. Roberts
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			3,163,559
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			3,163,559
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,163,559
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.0%*
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

 

Explanatory Note

 

This Schedule 13G relates to the common units representing limited partner interests (“Common Units”) of Kimbell Royalty Partners, LP, a Delaware limited partnership (the “Issuer”). The Reporting Persons (as defined below) previously filed an initial statement on Schedule 13D with the Securities and Exchange Commission (the “Commission”) on July 23, 2018, as amended by Amendment No. 1 thereto, filed by the Reporting Persons on September 25, 2018 and by Amendment No. 2 thereto, filed by the Reporting Persons on January 30, 2020 (collectively, the “Schedule 13D”), but as of the date hereof, the Reporting Persons do not hold the securities with the purpose or effect of changing or influencing control of the Issuer. As such, this Schedule 13G is deemed to amend the Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Schedule 13G shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.

 

 

Kimbell Royalty Partners, LP, a Delaware limited partnership

 

 

The address of the principal executive office of the Issuer is 777 Taylor Street, Suite 810, Fort Worth, Texas 76102

 

 

This Schedule 13D is jointly filed by and on behalf of each of the following:

 

EIGF Aggregator is the managing member of M&E Mineral Holdings. KKR Energy Income is the managing member of EIGF Aggregator. KKR Associates is the general partner of KKR Energy Income. KKR Energy Income TE is the sole member of TE Drilling Aggregator, and KKR Associates TE is the general partner of KKR Energy Income TE. KKR EIGF is the general partner of KKR Associates and the general partner of KKR Associates TE. KKR Upstream Associates is the sole member of KKR EIGF. KKR Group Partnership and KKR Upstream are the members of KKR Upstream Associates. KKR Group Partnership is the sole member of KKR Upstream. KKR Group Holdings is the general partner of KKR Group Partnership. KKR & Co. is the sole shareholder of KKR Group Holdings. KKR Management is the Class B shareholder of KKR & Co. Messrs. Kravis and Roberts are the founding partners of KKR Management.

 

The Reporting Persons have entered into a joint filing agreement, dated as of July 14, 2021, a copy of which is attached hereto as Exhibit 99.10.

 

 

The principal business office for the Reporting Persons (other than George R. Roberts) is:

 

c/o Kohlberg Kravis Roberts & Co. L.P.

30 Hudson Yards

New York, NY 10001

The principal business office for George R. Roberts is:

 

c/o Kohlberg Kravis Roberts & Co. L.P.

2800 Sand Hill Road, Suite 200

Menlo Park, CA 94025

 

See responses to Item 4 on each cover page.

 

 

Common units of the Issuer

 

 

49435R 102

 

 

Not Applicable.

 

 

The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.

 

The ownership percentages are calculated pursuant to Rule 13d-3 of the Act and are based on an aggregate of 39,748,270 Common Units outstanding as of April 30, 2021, as reported by the Issuer on its Quarterly Report on Form 10-Q as filed by the Issuer with the Commission on May 6, 2021.

 

As of the date of this filing, (i) M&E Mineral Holdings may have been deemed to be the beneficial owner of, and have sole voting and dispositive power over, 2,961,389 Common Units, which represent 7.5% of the total number of Common Units outstanding, and (ii) TE Drilling Aggregator may have been deemed to be the beneficial owner of, and have sole voting and dispositive power over, 202,170 Common Units, which represent 0.5% of the total number of Common Units outstanding.

 

Each of EIGF Aggregator (as the managing member of M&E Mineral Holdings), KKR Energy Income (as the managing member of EIGF Aggregator), and KKR Associates (as the general partner of KKR Energy Income) may be deemed to be the beneficial owner of, and have sole voting and dispositive power over, the Common Units beneficially owned by EIGF Aggregator, but each disclaims beneficial ownership of such Common Units. Each of KKR Energy Income TE (as the sole member of TE Drilling Aggregator) and KKR Associates TE (as the general partner of KKR Energy Income TE) may be deemed to be the beneficial owner of, and have sole voting and dispositive power over, the Common Units beneficially owned by TE Drilling Aggregator, but each disclaims beneficial ownership of such Common Units.

 

Each of KKR EIGF (as the general partner of KKR Associates and as the general partner of KKR Associates TE), KKR Upstream Associates (as the sole member of KKR EIGF), KKR Group Partnership (as a member of KKR Upstream Associates and the sole member of KKR Upstream), KKR Upstream (as a member of KKR Upstream Associates), KKR Group Holdings (as the general partner of KKR Group Partnership), KKR & Co. (as the sole shareholder of KKR Group Holdings), KKR Management (as the Class B shareholder of KKR & Co.) and each of Henry R. Kravis and George R. Roberts (as the founding partners of KKR Management) may be deemed to be the beneficial owner of, and have sole voting and dispositive power over, or, in the case of KKR Upstream Associates and Messrs. Kravis and Roberts, shared voting and dispositive power over, the Common Units beneficially owned by M&E Mineral Holdigns and TE Drilling Aggregator, for an aggregate of 3,163,559 Common Units, or 8.0% of the total number of Common Units outstanding, but each disclaims beneficial ownership of such Common Units.

 

The filing of this Schedule 13G shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owner of any securities covered by this statement.

 

 

Not Applicable.

 

 

Not Applicable.

 

 

Not Applicable.

 

 

Not Applicable.

 

 

Not Applicable.

 

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

EXHIBIT INDEX

 

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