MorningStar Partners, L.P., which will be renamed “TXO Energy Partners, L.P.” (“TXO”), announced today the pricing of its initial public offering of 5,000,000 common units representing limited partner interests in TXO (the “common units”) at price to the public of $20.00 per common unit. TXO has granted the underwriters an option to purchase up to an additional 750,000 common units at the initial public offering price, less underwriting discounts and commissions. TXO’s common units are expected to begin trading on the New York Stock Exchange under the ticker symbol “TXO.” The offering is expected to close on January 31, 2023, subject to customary closing conditions.

TXO expects to receive net proceeds of approximately $88.0 million, after deducting underwriting discounts and commissions and excluding any exercise of the underwriters’ option to purchase additional common units. TXO intends to use the net proceeds to repay a portion of the amounts outstanding under its revolving credit facility.

Upon the closing of the offering, the public will own an approximate 17% limited partner interest in TXO, or an approximate 83% limited partner interest if the underwriters exercise, in full, their option to purchase additional common units.

Raymond James, Stifel, Janney Montgomery Scott and Capital One Securities are acting as joint book-running managers for the offering. The offering of these securities is being made only by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. When available, a copy of the final prospectus may be obtained from any of the following sources:

Important Information

A registration statement relating to these securities has been filed with, and declared effective by, the Securities and Exchange Commission (the “SEC”) on January 26, 2023. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

About TXO Energy Partners, L.P.

TXO Energy Partners, L.P. is a master limited partnership focused on the acquisition, development, optimization and exploitation of conventional oil, natural gas, and natural gas liquid reserves in North America. TXO’s current acreage positions are concentrated in the Permian Basin of West Texas and New Mexico and the San Juan Basin of New Mexico and Colorado.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements contained in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the words such as “possible,” “if,” “will” and “expect” and contain statements regarding the size, timing or results of the initial public offering. These forward-looking statements represent TXO’s expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved, and they are subject to risks, uncertainties and other factors, many of which are outside of TXO’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements.

Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, TXO does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for TXO to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the prospectus filed with the SEC in connection with TXO’s initial public offering. The risk factors and other factors noted in TXO’s prospectus could cause its actual results to differ materially from those contained in any forward-looking statement. You are cautioned not to place undue reliance on these forward-looking statements.

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