UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 24, 2014
SANDRIDGE MISSISSIPPIAN TRUST I
(Exact name of Registrant as specified in its charter)
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Delaware |
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001-35122 |
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27-6990649 |
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(State or other jurisdiction of |
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(Commission |
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(I.R.S. Employer |
The Bank of New York Mellon Trust Company, N.A.
919 Congress Avenue, Suite 500
Austin, Texas 78701
(Address of principal executive offices)
Registrant’s Telephone Number, including area code: (512) 236-6531
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02. Results of Operations and Financial Condition.
Attached as Exhibit 99.1 is a press release issued on behalf of the Registrant. The information furnished is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated April 24, 2014.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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SANDRIDGE MISSISSIPPIAN TRUST I | ||
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By: |
The Bank of New York Mellon Trust Company, N.A., as Trustee | |
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By: |
/s/ SARAH NEWELL |
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Name: |
Sarah Newell |
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Title: |
Vice President |
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Date: April 24, 2014 |
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Exhibit 99.1
SandRidge Mississippian Trust I Announces Quarterly Distribution
SANDRIDGE MISSISSIPPIAN TRUST I
The Bank of New York Mellon Trust Company, N.A., Trustee
News Release
For Immediate Release
AUSTIN, Texas April 24, 2014 — SANDRIDGE MISSISSIPPIAN TRUST I (NYSE: SDT) today announced a quarterly distribution for the three-month period ended March 31, 2014 (which primarily relates to production attributable to the Trust’s interests from December 1, 2013 through February 28, 2014) of $9.0 million, or $0.4263 per Common Unit. The Trust makes distributions on a quarterly basis approximately 60 days after the end of each quarter. The distribution is expected to occur on or before May 30, 2014 to holders of record as of the close of business on May 15, 2014.
During the three-month production period ended February 28, 2014, total sales volumes were lower than initial Trust estimates and lower than the previous period. As no additional development wells will be drilled, the trust’s production is expected to decline each quarter during the remainder of its life. Additionally, the Trust experienced intervals of reduced production due to severe winter weather conditions which negatively impacted the Trust’s results during the period. The lower production resulted in quarterly income available for distribution of $0.4263 per Common Unit, which is below the subordination threshold.
The Trust owns royalty interests in oil and natural gas properties in the Mississippian formation in Alfalfa, Garfield, Grant and Woods counties in Oklahoma and is entitled to receive proceeds from the sale of production attributable to the royalty interests. As described in the Trust’s filings with the Securities and Exchange Commission (the “SEC”), the amount of the quarterly distributions is expected to fluctuate from quarter to quarter, depending on the proceeds received by the Trust as a result of actual production volumes, oil and natural gas prices and the amount and timing of the Trust’s administrative expenses, among other factors. Although there is no assurance of any minimum distribution in any quarterly period, during the subordination period (as described in the Trust’s filings), holders of Common Units will be entitled to receive an amount up to the “Subordination Threshold” (which varies from quarter to quarter) prior to any distribution being made for that quarter in respect of the Subordinated Units, all of which are held by SandRidge Energy, Inc. (“SandRidge”). If the amount available for distribution in any quarterly period is sufficient to distribute an amount equal to the Subordination Threshold to the holders of all units (including the Subordinated Units), any additional balance is distributed to holders of all units pro rata, up to the amount of the Incentive Threshold for the quarter. Trust units are entitled to receive 50% of any cash available for distribution in excess of the Incentive Threshold for the quarter. Because the Trust’s quarterly income available for distribution to the Common Units is below the Subordination Threshold of $0.6216 per Common Unit for the quarter, no quarterly distribution will be paid to the Subordinated Units.
Volumes, price and distributable income available to unitholders for the period were (dollars in thousands, except per unit):
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Sales Volumes |
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Oil (MBbl) (1) |
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62 |
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Gas (MMcf) |
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801 |
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Combined (MBoe) |
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196 |
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Average Price |
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Oil (per Bbl) (1) |
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$ |
88.82 |
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Gas (per Mcf) |
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$ |
4.87 |
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Average Price - including impact of derivative settlements and post-production expenses |
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Oil (per Bbl) (1) |
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$ |
96.27 |
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Gas (per Mcf) |
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$ |
4.34 |
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Revenues |
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Royalty income |
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$ |
9,432 |
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Derivative settlements |
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479 |
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Expenses |
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959 |
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Distributable income available to unitholders |
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$ |
8,952 |
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Distributable income per Common Unit (21,000,000 units issued and outstanding) |
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$ |
0.4263 |
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Distributable income per Subordinated Unit (7,000,000 units issued and outstanding) |
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$ |
0.0000 |
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(1) Includes natural gas liquids which comprised approximately 3.2% of total production.
In addition to wells that were producing at the effective date of the assignment of the royalty interests to the Trust, SandRidge drilled, or caused to be drilled, 124 development wells within an area of mutual interest between January 1, 2011 and April 2013.
On June 30, 2014, which is the end of the fourth full calendar quarter following SandRidge’s satisfaction of its drilling obligation with respect to the Trust Development Wells, the Subordinated Units will automatically convert into Common Units, distributions made to Common Units in respect of subsequent periods will no longer have the protection of the Subordination Threshold, and all Trust unitholders will share on a pro rata basis in the Trust’s distributions. Consequently, the distribution in respect of the second quarter of 2014 will be the last distribution to have the benefit of the Subordination Threshold.
Pursuant to IRC Section 1446, withholding tax on income effectively connected to a United States trade or business allocated to foreign partners should be made at the highest marginal rate. Under Section 1441, withholding tax on fixed, determinable, annual, periodic income from United States sources allocated to foreign partners should be made at 30% of gross income unless the rate is reduced by treaty. This is intended to be a qualified notice by SandRidge Mississippian Trust I to nominees and brokers as provided for under Treasury Regulation Section 1.1446-4(b), and while specific relief is not specified for Section 1441 income, this disclosure is intended to suffice. Nominees and brokers should withhold at the highest marginal rate, currently 39.6% for individuals, on the distribution made to foreign partners.
This press release contains statements that are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release, other than statements of historical facts, are “forward-looking statements” for purposes of these provisions. These forward-looking statements include the amount and date of any anticipated distribution to unit holders. The anticipated distribution is based, in part, on the amount of cash received or expected to be received by the Trust from SandRidge with respect to the relevant period. Any differences in actual cash receipts by the Trust could affect this distributable amount. Other important factors that could cause actual results to differ materially include expenses of the Trust and reserves for anticipated future expenses. Statements made in this press release are qualified by the cautionary statements made in this press release. Neither SandRidge nor the Trustee intends, and neither assumes any obligation, to update any of the statements included in this press release. An investment in Common Units issued by SandRidge Mississippian Trust I is subject to the risks described in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2013, and all of its other filings with the SEC. The Trust’s quarterly and other filed reports are or will be available over the Internet at the SEC’s web site at http://www.sec.gov.
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Contact: |
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SandRidge Mississippian Trust I |
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The Bank of New York Mellon Trust Company, N.A., as Trustee |
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Sarah Newell |
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1(512) 236-6531 |
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919 Congress Avenue, Austin, TX 78701 |