As filed with the Securities and Exchange Commission on March 31, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TXO Energy Partners, L.P.
(Exact name of registrant as specified in its charter)
| Delaware | 32-0368858 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
400 West 7th Street
Fort Worth, Texas 76102
(817) 334-7800
(Address of principal executive offices) (Zip code)
TXO Energy Partners, L.P. 2023 Long-Term Incentive Plan
(Full title of the plan)
Brent W. Clum
President of Business Operations and Chief Financial Officer
400 West 7th Street
Fort Worth, Texas 76102
(Name and address of agent for service)
(817) 334-7800
(Telephone number, including area code, of agent for service)
Copies to:
Michael Chambers
Mollie Duckworth
Latham & Watkins LLP
301 Congress Avenue, Suite 900
Austin, Texas 78701
(737) 910-7590
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☒ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
TXO Energy GP, LLC, a Delaware limited liability company (the “General Partner”) and the general partner of TXO Energy Partners, L.P., a Delaware limited partnership (the “Registrant”), will send or give to all participants in the TXO Energy Partners, L.P. 2023 Long-Term Incentive Plan (the “Plan”) the document(s) containing information required by Part I of Form S-8, as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the Commission, the Registrant has not filed such document(s) with the Commission, but such documents (along with the documents incorporated by reference into this Registration Statement on Form S-8 (the “Registration Statement”) pursuant to Item 3 of Part II hereof) shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The Registrant hereby incorporates by reference into this Registration Statement the following documents:
| (a) | The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Commission on March 31, 2023; |
| (b) | The Registrant’s Current Report on Form 8-K filed with the Commission on January 31, 2023; and |
| (c) | The description of the Registrant’s common units representing limited partner interests contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on January 26, 2023 pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description. |
Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall also be deemed to be incorporated by reference herein and to be a part hereof from the dates of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
| Item 4. | Description of Securities. |
Not Applicable.
| Item 5. | Interests of Named Experts and Counsel. |
Not Applicable.
| Item 6. | Indemnification of Directors and Officers. |
Under the Seventh Amended and Restated Agreement of Limited Partnership of TXO Energy Partners, L.P., dated as of January 31, 2023 (the “Partnership Agreement”), unless there has been a final and non-appealable judgment by a court of competent jurisdiction determining that such person acted in bad faith or engaged in intentional fraud or willful misconduct, or, in the case of a criminal matter, acted with knowledge that the conduct was criminal, the Registrant will indemnify the following persons, to the fullest extent permitted by law, from against all losses, claims, damages or similar events:
| • | the General Partner; |
| • | any departing general partner; |
| • | any person who is or was an affiliate of the General Partner or any departing general partner; |
| • | any person who is or was a director, officer, manager, managing member, partner, fiduciary or trustee of any entity set forth in the preceding three bullet points; |
| • | any person who is or was serving as a director, officer, manager, managing member, partner, fiduciary or trustee of another person at the request of the General Partner or any departing general partner; and |
| • | any person designated by the General Partner. |
Any indemnification under the provisions of the Partnership Agreement will only be out of the Registrant’s assets. Unless it otherwise agrees, the General Partner will not be personally liable for, or have any obligation to contribute or lend funds or assets to the Registrant to enable the Registrant to effectuate, indemnification. The Registrant may purchase insurance covering liabilities asserted against and expenses incurred by persons for our activities, regardless of whether the Registrant would have the power to indemnify the person against liabilities under the Partnership Agreement.
Under the first amended and restated limited liability company agreement of the General Partner, in most circumstances, the General Partner will indemnify the following persons, to the fullest extent permitted by law, from and against any and all losses, claims, damages, liabilities (joint or several), expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings (whether civil, criminal, administrative or investigative):
| • | any person who is or was an affiliate of the General Partner (other than the Registrant and its subsidiaries); |
| • | any person who is or was a member, partner, officer, director, employee, agent or trustee of the General Partner or any affiliate of the General Partner; |
| • | any person who is or was serving at the request of the General Partner or any affiliate of the General Partner as an officer, director employee, member, partner, agent, fiduciary or trustee of another person; and |
| • | any person designated by the General Partner. |
The General Partner will purchase insurance covering its officers and directors against liabilities asserted and expenses incurred in connection with their activities as officers and directors of the General Partner and any of its direct or indirect subsidiaries.
In addition, under Section 6 of that certain Underwriting Agreement, dated as of January 26, 2023 and filed with the Commission as Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on January 31, 2023 (the “Underwriting Agreement”), the General Partner, MorningStar Oil & Gas, LLC, a Delaware limited liability company and the Registrant’s former general partner, and the Registrant have agreed to indemnify the underwriters that are parties thereto as well as the affiliates, directors, officers, employees and agents of such underwriters against certain liabilities, and to contribute to payments that may be required to be made in respect of those liabilities.
| Item 7. | Exemptions from Registration Claimed. |
Not Applicable.
| Item 8. | Exhibits. |
| * | filed herewith |
| Item 9. | Undertakings. |
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth, State of Texas, on the 31st day of March, 2023.
| TXO Energy Partners, L.P. | ||
| By: TXO Energy GP, LLC, its general partner | ||
| By: | /s/ Bob R. Simpson | |
| Name: | Bob R. Simpson | |
| Title: | Chief Executive Officer | |
* * * *
Each person whose signature appears below appoints Brent W. Clum as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any Registration Statement (including any amendment thereto) for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated below.
| Signature | Title | Date | ||
| /s/ Bob R. Simpson Bob R. Simpson |
Chief Executive Officer and Director (principal executive officer) |
March 31, 2023 | ||
| /s/ Brent W. Clum Brent W. Clum |
President of Business Operations, Chief Financial Officer and Director (principal financial officer) |
March 31, 2023 | ||
| /s/ Scott T. Agosta Scott T. Agosta |
Chief Accounting Officer (principal accounting officer) |
March 31, 2023 | ||
| /s/ Keith A. Hutton Keith A. Hutton |
Director | March 31, 2023 | ||
| /s/ Rick J. Settle Rick J. Settle |
Director | March 31, 2023 | ||
| /s/ J. Luther King, Jr. J. Luther King, Jr. |
Director | March 31, 2023 | ||
| /s/ Phillip R. Kevil Phillip R. Kevil |
Director | March 31, 2023 | ||
| /s/ William H. Adams III William H. Adams III |
Director | March 31, 2023 | ||