TXO on NYSE

TXO Partners, L.P.

TXO Partners, L.P. is a crude petroleum and natural gas company based in Fort Worth.1

$14.21 down 0.04 (0.32%)Price as of Oct 15, 2026 at 17:33 UTC

Last updated Oct 20, 2026.

Overview

Compare with Vaalco Energy, INFINITY NATURAL RESOURCES, INC. or Riley Exploration Permian, Inc., or pick any stock.

  • TickerTXO on NYSE1
  • IndustryCrude Petroleum & Natural Gas1
  • HeadquartersFort Worth, Texas1
  • Incorporated inUnited States3
  • Business address400 West 7Th Street, Fort Worth, Tx 761023
  • Filer category, Emerging growth company3
  • Legal formLimited Partnership
  • Kind of organizationLimited partnership1

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Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-8.4%Operating margin5
-6.0%Net margin5
27.3%Revenue growth, 20255

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Oil and Condensate brought in 71% of the revenue TXO Partners, L.P. broke down this way in fiscal 2025.

  1. Oil and Condensate$257.0M571%up 30% from 2024
  2. Natural Gas$74.0M520%up 28% from 2024
  3. Natural Gas Liquids (NGL)$32.1M59%up 9% from 2024
Products and services by year
Products and services202320242025
Oil and Condensate$180.4M$198.1M$257.0M
Natural Gas$149.4M$57.9M$74.0M
Natural Gas Liquids (NGL)$27.8M$29.4M$32.1M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs100¢$363.1M

Out of $363.1M in revenue.5 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Kept or used elsewhere100¢$118.2M

Out of $118.2M of cash from operations.5

Financial statements

Revenue675$363.1M in 2025+66% since 2021
0$200.0M$400.0M$600.0M2021: $219.4M$219.4M20212022: $449.6M$449.6M2022+105%2023: $357.5M$357.5M2023−20%2024: $285.4M$285.4M2024−20%2025: $363.1M$363.1M2025+27%
Operating income675-$30.6M in 2025
-$150.0M-$100.0M-$50.0M0$50.0M2021: $44.2M$44.2M20212022: -$25.7M-$25.7M20222023: -$123.8M-$123.8M2023+382%2024: -$6.9M-$6.9M2024−94%2025: -$30.6M-$30.6M2025+346%
Net income675-$21.6M in 2025
-$150.0M-$100.0M-$50.0M0$50.0M$100.0M2021: $52.5M$52.5M20212022: -$7.7M-$7.7M20222023: -$104.0M-$104.0M2023+1256%2024: $23.5M$23.5M20242025: -$21.6M-$21.6M2025

Every line of the income statement as filed: the last 3 fiscal years, latest first.5

Period ending2025-12-312024-12-312023-12-31
Total Revenues$401.0M$282.8M$380.7M
Production$186.2M$150.3M$144.7M
Exploration$469.0K$373.0K$151.0K
Taxes, transportation and other$68.8M$60.4M$75.4M
Depreciation, depletion, and amortization$96.6M$52.4M$44.3M
Impairment of long-lived assets$42.4M$0$223.4M
Accretion of discount expense$15.7M$11.6M$8.6M
General and administrative$21.5M$14.5M$7.9M
Total Expenses$431.6M$289.7M$504.5M
OPERATING (LOSS)-$30.6M-$6.9M-$123.8M
Other income$25.3M$37.2M$23.8M
Interest income$618.0K$1.1M$461.0K
Interest expense-$17.0M-$7.9M-$4.4M
Other Income (Expense)$9.0M$30.4M$19.8M
NET (LOSS) INCOME-$21.6M$23.5M-$104.0M
Basic (in dollars per share)-$0.43$0.66-$3.44
Diluted (in dollars per share)-$0.43$0.65-$3.44
Basic (in shares)49.8M shares35.6M shares30.3M shares
Diluted49.8M shares36.1M shares30.3M shares

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Corporate structure

TXO Partners, L.P. sits at the top of its group. 3 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of TXO Partners, L.P.

  • Bob R. Simpson Filed SCHEDULE 13D/A on TXO Partners, L.P., latest Jun 4, 2026 (4 filings since Feb 9, 2024)
  • Global Endowment Management, LP Filed SCHEDULE 13G/A on TXO Partners, L.P., latest Aug 14, 2025 (3 filings since Feb 13, 2024)
  • Keith A. Hutton Filed SCHEDULE 13D/A on TXO Partners, L.P., latest May 19, 2025 (3 filings since Feb 9, 2024)
  • LKCM Investment Partnership, L.P. Filed SCHEDULE 13D on TXO Partners, L.P., latest May 19, 2025
  • KING LUTHER CAPITAL MANAGEMENT CORP Filed SCHEDULE 13G/A on TXO Partners, L.P., latest Apr 28, 2025 (5 filings since Feb 7, 2024)
  • TXO Partners, L.P. Fort Worth, Texas
    • CT Field Services, LLC Subsidiary · Delaware, United States
    • MorningStar Operating LLC Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What TXO Partners, L.P. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$2.4B5 Dec 31, 2025$2.0B5 Dec 31, 2024+21.2%
Accumulated depreciation$1.2B5 Dec 31, 2025$1.1B5 Dec 31, 2024+13.0%
Property and equipment, net$1.2B5 Dec 31, 2025$951.4M5 Dec 31, 2024+30.4%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$9.4M5 Dec 31, 2025$7.3M5 Dec 31, 2024+28.3%

Leadership

Who has led TXO Partners, L.P., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Brent W. Clum2025–now
  2. Gary D. Simpson2025–now

President

  1. Keith A. Hutton2024
  2. Gary D. Simpson2025

Chief financial officer

  1. Brent W. Clum2024–now
2025
Board members and other officers (12)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • CT Field Services, LLC Delaware4
  • MorningStar Operating LLC Delaware4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • TXO Energy Partners, L.P.Aug 10, 2022 to May 9, 20233
  • MorningStar Partners, L.P.Oct 4, 2012 to Jan 27, 20233

Timeline

  1. Aug 4, 20268-K Regulation FD disclosure25
  2. May 28, 20268-K Completed an acquisition or sale26
  3. May 4, 20268-K Regulation FD disclosure27
  4. Mar 10, 20268-K Entered a material agreement; Regulation FD disclosure28
  5. Feb 26, 20268-K Regulation FD disclosure29
  6. Nov 4, 20258-K Regulation FD disclosure30
  7. Oct 8, 20258-K Financial statements and exhibits31
  8. Oct 6, 20258-K Regulation FD disclosure32
  9. Aug 5, 20258-K Entered a material agreement; Completed an acquisition or sale; Regulation FD disclosure33
  10. May 29, 20258-K Regulation FD disclosure34
  11. May 22, 20258-K Other events35
  12. May 20, 20258-K Other events36
  13. Apr 1, 2025New chief executive Gary D. Simpson becomes CEO12
  14. Apr 1, 2025New chief executive Brent W. Clum becomes CEO11

Calendar

Coming up

  1. Nov 3, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.08 a share, on Nov 4, 2025.37

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

195 filings to the SEC since October 2021: 5 annual reports, 11 quarterly reports, 34 major events, 86 insider forms, 16 large holders, 1 private raises, 42 other. The latest 20:

  1. Aug 13, 20264 EDGAR
  2. Aug 11, 20264 EDGAR
  3. Aug 4, 20268-K EDGAR
  4. Aug 4, 202610-Q EDGAR
  5. Jun 24, 20264 EDGAR
  6. Jun 4, 2026SCHEDULE 13D/A EDGAR
  7. Jun 3, 20264 EDGAR
  8. May 28, 20268-K EDGAR
  9. May 27, 20264 EDGAR
  10. May 26, 20264 EDGAR
  11. May 22, 2026SCHEDULE 13D/A EDGAR
  12. May 20, 20264 EDGAR
  13. May 15, 20264 EDGAR
  14. May 11, 20264 EDGAR
  15. May 11, 20264 EDGAR
  16. May 4, 202610-Q EDGAR
  17. May 4, 20268-K EDGAR
  18. Apr 1, 20264 EDGAR
  19. Apr 1, 20264 EDGAR
  20. Mar 27, 20264 EDGAR

The 195 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

62 open-market trades by officers, directors and large owners since October 2021: 44 buys and 18 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 13, 2026SIMPSON BOB RDirectorBuy125,000$14.32$1.8MForm 4
Aug 12, 2026SIMPSON BOB RDirectorBuy25,000$14.43$360.8KForm 4
Aug 11, 2026SIMPSON BOB RDirectorBuy100,000$14.27$1.4MForm 4
Aug 10, 2026SIMPSON BOB RDirectorBuy50,000$14.17$708.5KForm 4
Aug 7, 2026SIMPSON BOB RDirectorBuy100,000$13.52$1.4MForm 4
Jun 23, 2026SIMPSON BOB RDirectorBuy63,282$12.64$799.9KForm 4
Jun 22, 2026SIMPSON BOB RDirectorBuy36,718$12.55$460.8KForm 4
Jun 3, 2026SIMPSON BOB RDirectorBuy369,153$13.91$5.1MForm 4
Jun 2, 2026SIMPSON BOB RDirectorBuy230,847$13.41$3.1MForm 4
May 27, 2026SIMPSON BOB RDirectorBuy65,592$13.20$865.8KForm 4
May 26, 2026SIMPSON BOB RDirectorBuy34,408$13.27$456.6KForm 4
May 22, 2026SIMPSON BOB RDirectorBuy104,451$13.77$1.4MForm 4
May 21, 2026SIMPSON BOB RDirectorBuy245,549$13.70$3.4MForm 4
May 20, 2026SIMPSON BOB RDirectorBuy90,152$13.35$1.2MForm 4
May 18, 2026SIMPSON BOB RDirectorBuy58,251$13.17$767.2KForm 4
May 15, 2026SIMPSON BOB RDirectorBuy151,597$12.95$2.0MForm 4
May 14, 2026SIMPSON BOB RDirectorBuy64,475$13.02$839.5KForm 4
May 13, 2026SIMPSON BOB RDirectorBuy85,525$12.98$1.1MForm 4
May 11, 2026SIMPSON BOB RDirectorBuy500,000$12.67$6.3MForm 4
May 8, 2026ADAMS WILLIAM H IIIDirectorBuy10,000$12.41$124.1KForm 4

All 62 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Aug 30, 2024Raised $50 million in a private offering of equity Form D: 11 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 51. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
King Luther Capital Management Corp3,071,796$38.4M0.2%No change
Energy Income Partners, LLC1,636,522$20.5M0.3%+187,494
CIBC Bancorp USA Inc.1,476,663$18.5M0.0%−574,006
American Century Companies Inc1,442,480$18.0M0.0%−43,845
Morgan Stanley873,595$10.9M0.0%−166,832
Goldman Sachs Group Inc536,246$6.7M0.0%−207,814
Ing Groep Nv532,000$6.7M0.0%+28,000
CUSHING ASSET MANAGEMENT, LP dba NXG INVESTMENT MANAGEMENT531,000$6.6M0.3%−50,000
First Trust Advisors LP497,275$6.2M0.0%−20,322
Stifel Financial Corp369,957$4.6M0.0%+34,644
Raymond James Financial Inc356,688$4.5M0.0%+26,555
Citadel Advisors LLC342,134$4.3M0.0%+2,469
Wells Fargo & Company/mn159,043$2.0M0.0%−1,400
UBS Group AG89,946$1.1M0.0%−67,405
Bramshill Investments, LLC88,123$1.1M0.1%+27,773
Glenmede Trust Co Na83,247$1.0M0.0%−21,200
LuminArx Capital Management LP81,733$1.0M0.6%No change
Marathon Capital Management50,000$625.0K0.1%No change
Bank Of America Corp /de/39,321$491.5K0.0%−335,459
Hennessy Advisors Inc39,000$487.5K0.0%New
Childress Capital Advisors, LLC25,124$314.1K0.1%No change
Waterway Wealth Management, LLC23,900$298.8K0.1%+3,900
Mariner, LLC23,376$292.2K0.0%New
Cannell & Spears LLC23,000$287.5K0.0%+10,000
Boston Partners21,122$264.0K0.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How TXO Partners, L.P. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARTXO Partners, L.P.1
  • CIK0001559432
  • Employer ID (EIN)32-036885843
  • Filer statusAccelerated filer an emerging growth company; not a smaller reporting company; not a shell company43
  • Incorporated inDelaware43
  • Fiscal year endsDecember 311
  • Industry code (SIC)1311 Crude Petroleum & Natural Gas1
  • SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance1
  • Business address400 West 7Th Street, Fort Worth, TX 761021
  • Phone817-334-78001
  • Shares outstanding55,446,407 as of Aug 4, 202610
  • Public float$571.8M as of Jun 30, 202543
  • AuditorKPMG LLP, Fort Worth, TX PCAOB ID 185; no auditor attestation of internal control over financial reporting43
  • On EDGAR sinceOct 4, 20121
  • Filings201 in all: 4 (73), 8-K (32), 3 (12), 10-Q (11), CORRESP (8), UPLOAD (8), 424B5 (6), D (6)1
    All 31 form types

    10-K (4), SC 13G (4), EFFECT (3), SC 13G/A (3), SCHEDULE 13D/A (3), SCHEDULE 13G/A (3), 8-A12B (2), 8-K/A (2), CERT (2), DRS/A (2), DRSLTR (2), S-3 (2), S-8 (2), SCHEDULE 13D (2), 10-K/A (1), 3/A (1), 424B3 (1), 424B4 (1), D/A (1), DRS (1), S-1 (1), S-1/A (1), SC 13D (1)

  • Latest filingsAnnual report (10-K) Feb 26, 2026
    Quarterly report (10-Q) Aug 4, 2026
    Latest 8-K (8-K) Aug 4, 2026

Securities registered for trading

ClassSymbolExchange
Common UnitsTXONew York Stock Exchange
Common UnitsTXOCHX

From the cover page of the 10-K filed Feb 26, 2026 (Section 12(b) of the Exchange Act).43

Risk factors and legal proceedings

The risks TXO Partners, L.P. names in Item 1A of its 10-K filed Feb 26, 2026: 76 risks under these headings, as written.43

  • Our business involves a high degree of risk. Limited partner interests are inherently different from the capital stock of a corporation, although many of the business risks to which we are subject are similar to those that would be faced by a corporation engaged in a similar business. Additionally, new risks may emerge at any time and we cannot predict those risks or estimate the extent to which they may affect financial performance.
  • If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected. In that case, we might not be able to pay distributions on our common units, the trading price of our common units could decline and our unitholders could lose all or part of their investment.
  • Risks Related to Cash Distributions
  • We may not have sufficient available cash to pay any quarterly distribution on our common units following the establishment of cash reserves and payment of expenses.
  • The amount of our quarterly cash distributions from our available cash, if any, may vary significantly both quarterly and annually and will be directly dependent on the performance of our business. We do not have a minimum quarterly distribution and could pay no distribution with respect to any particular quarter.
  • Risks Related to Our Business and the Oil, Natural Gas and NGL Industry
  • The volatility of oil, natural gas and NGL prices due to factors beyond our control greatly affects our financial condition, results of operations and cash available for distribution.
  • Unless we replace the reserves we produce, our revenues and production will decline, which would adversely affect our cash flow from operations and our ability to make distributions to our unitholders.
  • If commodity prices decline and remain depressed for a prolonged period, production from a significant portion of our properties may become uneconomic and cause downward adjustments of our reserve estimates and write downs of the value of such properties, which may adversely affect our financial condition and our ability to make distributions to our unitholders.
  • Currently, our producing properties are concentrated in the Permian, San Juan and Williston Basins, making us vulnerable to risks associated with operating in a limited number of geographic areas.
  • Drilling for and producing oil, natural gas and NGLs are high-risk activities with many uncertainties that could adversely affect our business, financial condition, results of operations and cash distributions to unitholders.
  • We may be unable to make accretive acquisitions or successfully integrate acquired businesses or assets, and any inability to do so may disrupt our business and hinder our growth potential.
The other 66 risks
  • Properties we acquire may not produce as projected, and we may be unable to determine reserve potential, identify liabilities associated with the properties that we acquire or obtain protection from sellers against such liabilities.
  • Increased costs of capital could adversely affect our business.
  • We incurred significant indebtedness to finance the Williston Basin Transactions.
  • Drilling locations that we decide to drill may not yield oil, natural gas or NGLs in commercially viable quantities.
  • We may incur losses as a result of title defects in the properties in which we invest.
  • We operate certain of our properties through a joint venture over which we have shared control.
  • We own non-operating interests in properties developed and operated by third parties and some of our leasehold acreage could be pooled by a third-party operator. As a result, we are unable, or may become unable as a result of pooling, to control the operation and profitability of such properties.
  • Extreme weather conditions and other climatic phenomena could adversely affect our ability to conduct drilling activities in the areas where we operate.
  • Declining general economic, business or industry conditions and inflation may have a material adverse effect on our results of operations, liquidity and financial condition.
  • Changes in U.S. trade policy, including the imposition of increased or additional tariffs and the resulting consequences, could have a material adverse effect on our results of operations, financial position and cash flows.
  • Events outside of our control, including an epidemic or outbreak of an infectious disease, or the threat thereof, could have a material adverse effect on our business, liquidity, financial condition, results of operations, cash flows and ability to pay distributions on our common units.
  • We opportunistically use derivative instruments to economically hedge exposure to changes in commodity price and, as a result, are exposed to credit risk and market risk.
  • Reserve estimates depend on many assumptions that may ultimately be inaccurate. Any material inaccuracies in reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves.
  • The standardized measure of our estimated proved reserves is not necessarily the same as the current market value of our estimated proved reserves.
  • We depend upon several significant purchasers for the sale of most of our oil, natural gas and NGL production. The loss of one or more of these purchasers could, among other factors, limit our access to suitable markets for the oil and natural gas we produce.
  • We may be unable to compete effectively with larger companies, which may adversely affect our ability to generate sufficient revenue to allow us to pay distributions to our unitholders.
  • Our Credit Facility has restrictions and financial covenants that may restrict our business and financing activities and our ability to pay distributions to our unitholders.
  • Any significant reduction in the borrowing base under our Credit Facility as a result of periodic borrowing base redeterminations or otherwise may negatively impact our ability to fund our operations.
  • We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our debt arrangements, which may not be successful.
  • Our level of indebtedness may increase and reduce our financial flexibility.
  • Our drilling and production programs may not be able to obtain access to truck transportation, pipelines and storage facilities, natural gas gathering facilities, and other transportation, processing and refining facilities to market our oil, natural gas and NGL production, and our initiatives to expand our access to midstream and operational infrastructure may be unsuccessful.
  • We could experience periods of higher costs if commodity prices rise. These increases could reduce our profitability, cash flows and ability to complete development activities as planned.
  • We are highly dependent on the services of our senior management and the loss of senior management or technical personnel could adversely affect our operations.
  • Past performance by our management team may not be indicative of future performance of an investment in us.
  • We are responsible for the decommissioning, abandonment, and reclamation costs for our facilities, which could decrease our cash available for distribution.
  • Asset retirement obligations for our oil and gas assets and properties are estimates, and actual costs could vary significantly.
  • Our business could be negatively affected by security threats, including cybersecurity threats, and other disruptions.
  • We are subject to a number of privacy and data protection laws, rules and directives (collectively, data protection laws) relating to the processing of Personal Information.
  • Loss of our information and computer systems could adversely affect our business.
  • Our acquisition, development, optimization and exploitation projects require substantial capital expenditures. We may be unable to obtain required capital or financing on satisfactory terms, which could lead to a decline in our ability to access or grow production and reserves.
  • Continuing political and social concerns about the issues of climate change may result in changes to our business and significant expenditures, including litigation-related expenses.
  • Risks Related to Environmental and Regulatory Matters
  • We are subject to stringent federal, state and local laws and regulations related to environmental and occupational health and safety issues that could adversely affect the cost or feasibility of conducting our operations or expose us to significant liabilities.
  • Should we fail to comply with all applicable regulatory agency administered statutes, rules, regulations and orders, we could be subject to substantial penalties and fines.
  • Our operations are subject to a series of risks arising out of the threat of climate change that could result in increased operating costs, limit the areas in which we may conduct oil, natural gas and NGL exploration and production activities, and reduce demand for the oil, natural gas and NGLs we produce.
  • Scrutiny related to ESG matters and conservation measures may adversely impact our business.
  • We may face various risks associated with the long-term trend toward increased activism against oil and gas exploration and development activities.
  • Prolonged negative investor sentiment toward upstream natural gas and oil focused companies could limit our access to capital funding, which would constrain liquidity.
  • Conservation measures and technological advances could reduce demand for oil, natural gas and NGLs.
  • Federal, state and local legislative and regulatory initiatives relating to hydraulic fracturing as well as governmental reviews of such activities could result in increased costs and additional operating restrictions or delays in the completion of unconventional natural gas wells and adversely affect our production.
  • Restrictions on drilling activities intended to protect certain species of wildlife may adversely affect our ability to conduct drilling activities in areas where we operate.
  • The third parties on whom we rely for transportation services are subject to complex federal, state, tribal and local laws that could adversely affect the cost, manner or feasibility of conducting our business.
  • Derivatives regulation could have an adverse effect on our ability to use derivative contracts to reduce the effect of commodity price, interest rate and other risks associated with our business.
  • We may be involved in legal proceedings that could result in substantial liabilities.
  • We may incur substantial losses and be subject to substantial liability claims as a result of our operations. Additionally, we may not be insured for, or our insurance may be inadequate to protect us against, these risks.
  • Limitation or restrictions on our ability to obtain or dispose of water may have an adverse effect on our operating results.
  • Risks Inherent in an Investment in Us
  • Our general partner and its affiliates own a controlling interest in us and will have conflicts of interest with, and owe limited duties to, us, which may permit them to favor their own interests to the detriment of us and our unitholders.
  • Our partnership agreement does not restrict our Founders and their respective affiliates from competing with us. Certain of our directors and officers may in the future spend significant time serving, and may have significant duties with, investment partnerships or other private entities that compete with us in seeking out acquisitions and business opportunities and, accordingly, may have conflicts of interest in allocating time or pursuing business opportunities.
  • Our partnership agreement requires that we distribute all of our available cash, which could limit our ability to grow our reserves and production and make acquisitions.
  • Our partnership agreement replaces our general partner’s fiduciary duties to us and our unitholders with contractual standards governing its duties, and restricts the remedies available to unitholders for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty.
  • Increases in interest rates could adversely impact our unit price and our ability to issue additional equity and incur debt.
  • Our general partner may amend our partnership agreement, as it determines necessary or advisable, to permit the general partner to redeem the units of certain non-citizen unitholders.
  • Our unitholders have limited voting rights and are not entitled to elect our general partner or the Board, which could reduce the price at which our common units will trade.
  • Even if our unitholders are dissatisfied, they are limited in their ability to remove our general partner without its consent.
  • Control of our general partner may be transferred to a third party without unitholder consent.
  • We may issue an unlimited number of additional units, including units that are senior to the common units, without unitholder approval.
  • Our partnership agreement restricts the voting rights of unitholders owning 20% or more of our common units.
  • Affiliates of our general partner may sell common units in the public markets, which sales could have an adverse impact on the trading price of the common units.
  • Our general partner has a limited call right that may require you to sell your common units at an undesirable time or price.
  • Our partnership agreement has designated the Court of Chancery of the State of Delaware as the exclusive forum for certain types of actions and proceedings that may be initiated by our unitholders which would limit our unitholders’ ability to choose the judicial forum for disputes with us or our general partner or its directors, officers or other employees.
  • The NYSE does not require a publicly traded partnership like us to comply, and we do not intend to comply, with certain of its governance requirements generally applicable to corporations.
  • Our unitholders’ liability may not be limited if a court finds that unitholder action constitutes control of our business.
  • Our unitholders may have liability to repay distributions that were wrongfully distributed to them.
  • If our common unit price declines, our unitholders could lose a significant part of their investment.
  • For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements that apply to other public companies, including those relating to auditing standards and disclosure about our executive compensation.
  • Taking advantage of the longer phase-in periods for the adoption of new or revised financial accounting standards applicable to emerging growth companies may make our common units less attractive to investors.
  • If we fail to develop or maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, current and potential unitholders could lose confidence in our financial reporting, which would harm our business and the trading price of our units.

Legal proceedings

We are party to lawsuits arising in the ordinary course of our business. We cannot predict the outcome of any such lawsuits with certainty, but management believes it is remote that pending or threatened legal matters will have a material adverse impact on our financial condition. Due to the nature of our business, we are, from time to time, involved in other routine litigation or subject to disputes or claims related to our business activities, including workers’ compensation claims and employment-related disputes. In the opinion of our management, none of these other pending litigation matters, disputes or claims against us, if decided adversely, will have a material adverse effect on our financial condition, cash flows or results of operations.

The opening of Item 3, Legal Proceedings.43

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