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- Related Party (new) — The largest buyer in the asset sale is owned by family members of the company's Board Chairman, creating a related-party transaction that required special committee approval.
TXO Partners' joint venture selling $200M in assets; TXO to receive ~$100M to pay down debt
Filed March 10, 2026 · Period ending March 10, 2026 · ~1 min read
Key Changes
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Cross Timbers, TXO's 50%-owned joint venture, agreed to sell substantially all oil and gas properties for ~$200M total. TXO expects ~$100M in proceeds from its share, closing in Q2 2026.
Item 8.01 view on EDGAR → -
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TXO plans to use $70M of the proceeds to pay off a deferred obligation from its 2025 White Rock Energy acquisition, due July 31, 2026. This reduces near-term debt pressure.
Item 8.01 view on EDGAR → -
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The largest buyer, CTOC Energy ($123.5M purchase), is owned by family members of TXO's Board Chairman Bob Simpson. The deal was approved by both the full Board and a special Conflicts Committee.
Item 8.01 view on EDGAR →
Summary
TXO Partners disclosed that Cross Timbers Energy, its 50-50 joint venture, has agreed to sell substantially all of its oil and gas assets for approximately $200 million. TXO expects to receive around $100 million from its share of the proceeds when the transactions close in the second quarter of 2026.
The company plans to use $70 million of this cash to retire a deferred payment obligation from last year's White Rock Energy acquisition, which comes due at the end of July. The largest piece of the sale—$123.5 million—goes to CTOC Energy, a company owned by family members of Bob Simpson, TXO's Board Chairman.
While the transaction received approval from both the full Board and a special Conflicts Committee designed to address potential conflicts of interest, retail investors should monitor whether the pricing and terms are consistent with fair market value. The asset sale represents a strategic shift for TXO, converting joint venture assets into cash while reducing leverage. Watch for management commentary on how remaining proceeds will be deployed and whether this signals further portfolio rationalization.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On March 10, 2026, Cross Timbers Energy, LLC (“Cross Timbers”), a joint venture in which TXO Partners, L.P. (the “Partnership”) holds a 50% interest, announced that it has executed purchase and sale agreements with multiple private buyers to sell oil and gas properties totaling approximately $200 million in aggregate consideration (collectively, the “Cross Timbers Transactions”), including a purchase and sale agreement (the “Purchase Agreement”) with CTOC Energy, LLC (“CTOC”) for approximately $123.5 million in aggregate consideration. The Cross Timbers Transactions, if consummated, represent substantially all of the assets owned by Cross Timbers.
Cross Timbers, a 50-50 joint venture in which TXO holds half ownership, has agreed to sell substantially all of its oil and gas properties for approximately $200 million total. The largest transaction is a $123.5 million sale to CTOC Energy. These sales are expected to close in the second quarter of 2026, subject to customary closing conditions.
Added in current filing · verify on EDGAR →
CTOC is owned by certain family members of Mr. Bob R. Simpson, a member of the Board of Directors of the Partnership (the “Board”) and the Chairman of the Board. The Purchase Agreement has been unanimously approved by the Board of Directors of the Partnership’s general partner and the Conflicts Committee of the Board of Directors of the Partnership’s general partner.
The largest buyer, CTOC Energy, is owned by family members of Bob R. Simpson, who serves as Chairman of TXO's Board of Directors. This creates a related-party transaction that required approval from both the full Board and a special Conflicts Committee to address potential conflicts of interest.
Added in current filing · verify on EDGAR →
The Partnership expects to receive approximately $100 million in net proceeds from the Cross Timbers Transactions, subject to customary purchase price adjustments. The Partnership intends to use a portion of the net proceeds to pay the $70 million deferred payment for its 2025 purchase of assets from White Rock Energy, LLC, due on July 31, 2026.
TXO expects to receive approximately $100 million from its 50% share of the Cross Timbers asset sales. The company plans to use $70 million of these proceeds to pay off a deferred payment obligation from a 2025 acquisition, which is due July 31, 2026. This represents a strategic use of asset sale proceeds to reduce outstanding obligations.
Event · Item 7.01 — Regulation FD Disclosure
TXO Partners announced Cross Timbers Transactions via press release on March 10, 2026.
Added in current filing · verify on EDGAR →
On March 10, 2026, the Partnership issued a press release announcing the Cross Timbers Transactions.
TXO Partners disclosed that it has announced transactions referred to as the Cross Timbers Transactions through a press release. The 8-K does not provide details about the nature, terms, or financial impact of these transactions within the body text, referring instead to an attached press release exhibit for full disclosure.
Event · Item 9.01 — Financial Statements and Exhibits
TXO Partners disclosed a Purchase and Sale Agreement with CTOC dated March 10, 2026, with transaction details in attached exhibits.
Added in current filing · verify on EDGAR →
Purchase and Sale Agreement with CTOC, dated as of March 10, 2026
TXO Partners entered into a Purchase and Sale Agreement with CTOC on March 10, 2026. The 8-K filing does not provide details about the transaction terms, purchase price, or assets involved in the body text, but references the full agreement as Exhibit 2.1 and a related presentation as Exhibit 99.1. Investors should review the exhibits to understand the material terms and business impact of this transaction.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 5, 2026 · How we verify