Mach Natural Resources LP美股招股说明书(2025-02-05版)

SUBJECT TO COMPLETION, DATED FEBRUARY 5, 2025 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED DECEMBER 9, 2024 Mach Natural Resources LP 12,000,000 Common UnitsRepresenting Limited Partner Interests We are offering 12,000,000 common units representing limited partner interests in Mach Natural ResourcesLP. Our common units are listed on the New York Stock Exchange (the “NYSE”) under the symbol “MNR”.On February 4, 2025, the last reported sale price of our common units on the NYSE was $17.45 per unit. Bayou City Energy Management LLC (“BCE” or the “Sponsor”), an affiliate of our general partner, hasindicated an interest in purchasing up to $80 million of the common units being offered hereby at the public offeringprice, or approximately 4,584,527 common units (assuming an offering price equal to the last reported sale price ofour common units on the NYSE of $17.45 per unit). However, because indications of interest are not bindingagreements or commitments to purchase, the underwriters could determine to sell to BCE (or BCE could determineto purchase) fewer or no shares in this offering. The underwriters will receive a reduced underwriting discount onthe sale of any common units to BCE as compared to any other common units sold to the public in this offering. Investing in our common units involves risks. Limited partnerships are inherently different fromcorporations. Please read “Risk Factors” beginning on page S-14 of this prospectus supplement and undersimilar headings in the other documents incorporated by reference into this prospectus supplement. (2)We refer you to “Underwriting” beginning on page S-20 of this prospectus supplement for additionalinformation regarding underwriting compensation. Neither the Securities and Exchange Commission nor any state securities commission has approvedor disapproved of these securities or determined if this prospectus is truthful or complete. Any representationto the contrary is a criminal offense. We have granted the underwriters a 30-day option to purchase up to an additional 1,800,000 common unitson the same terms and conditions as set forth above if the underwriters sell more than 12,000,000 common units inthis offering. The underwriters expect to deliver the common units on or about, 2025. Joint Book-Running Managers TABLE OF CONTENTS Prospectus Supplement PageBASIS OF PRESENTATIONS-iiABOUT THIS PROSPECTUS SUPPLEMENTS-iiiINDUSTRY AND MARKET DATAS-iiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-ivSUMMARYS-1RISK FACTORSS-14USE OF PROCEEDSS-17CAPITALIZATIONS-18MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCESS-19UNDERWRITINGS-20VALIDITY OF THE COMMON UNITSS-23EXPERTSS-23WHERE YOU CAN FIND MORE INFORMATIONS-24INFORMATION WE INCORPORATE BY REFERENCES-25 Prospectus PageABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION2INFORMATION WE INCORPORATE BY REFERENCE3CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS4ABOUT MACH NATURAL RESOURCES LP7 RISK FACTORS8USE OF PROCEEDS9DESCRIPTION OF THE COMMON UNITS10DESCRIPTION OF THE PREFERRED UNITS12DESCRIPTION OF THE PARTNERSHIP SECURITIES13DESCRIPTION OF THE WARRANTS14DESCRIPTION OF THE RIGHTS15CASH DISTRIBUTION POLICY16THE PARTNERSHIP AGREEMENT17MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES30INVESTMENT IN MACH NATURAL RESOURCES LP BY EMPLOYEE BENEFIT PLANS49PLAN OF DISTRIBUTION51LEGAL MATTERS54EXPERTS54 BASIS OF PRESENTATION Mach Natural Resources LP (the “Company”) is a Delaware limited partnership that was formed for thepurpose of effectuating an initial public offering (the “IPO”) that closed in October 2023. On October 25, 2023, theCompany underwent a corporate reorganization (the “Corporate Reorganization”) in connection with the IPOwhereby the existing owners who directly held membership interests in BCE-Mach LLC (“BCE-Mach”), BCE-Mach II LLC (“BCE-Mach II”) and BCE-Mach III LLC (“BCE-Mach III” and, together with BCE-Mach and BCE-Mach II, the “Mach Companies”) prior to the IPO contributed 100% of their membership interests in the MachCompanies for a pro rata allocation of 100% of the limited partner interests in the Company to effectuate a mergerof such entities into the Company with BCE-Mach III determined as the accounting acquirer. Our historical financial statements presented in or incorporated by reference in this prospectus supplementand the accompanying base prospectus reflect only the results of BCE-Mach III, or our accounting predecessor, forperiods prior to the consummation of the IPO. For periods after our IPO, our historical financial statements alsoinclude the results of BCE-Mach and BCE-Mach II as acquired entities in the Corporate Reorganization.Furthermore, on December 28, 2023, we acquired certain oil and gas assets (the “Paloma Assets” and suchacquisition, the “Paloma Acquisition”) from Paloma Partners IV, LLC (“Paloma”), and the results of such assets arereflected in our historical financial statements for periods after December 28, 2023. This prospectus supplement contains un