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 30, 2012
SANDRIDGE MISSISSIPPIAN TRUST I
(Exact name of Registrant as specified in its charter)
| Delaware | 001-35122 | 27-6990649 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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: (855) 802-1092
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-(b)) |
| ¨ | 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 30, 2012. |
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.
| SANDRIDGE MISSISSIPPIAN TRUST I | ||
| By: |
The Bank of New York Mellon Trust Company, N.A., as Trustee | |
| By: |
/S/ MIKE ULRICH | |
| Name: |
Mike Ulrich | |
| Title: |
Vice President | |
Date: April 30, 2012
Exhibit Index
| Exhibit Number |
Description | |
| 99.1 | Press Release dated April 30, 2012. | |
Exhibit 99.1
SandRidge Mississippian Trust I Announces Distribution of $0.79 Per Unit
SANDRIDGE MISSISSIPPIAN TRUST I
The Bank of New York Mellon Trust Company, N.A., Trustee
News Release
For Immediate Release
AUSTIN, Texas April 30, 2012 — SANDRIDGE MISSISSIPPIAN TRUST I (NYSE: SDT) today announced a quarterly distribution for the three-month period ended March 31, 2012 (which primarily relates to production attributable to the Trust’s interests from December 1, 2011 through February 29, 2012) of $22.0 million, or $0.787033 per unit. Quarterly cash available for distribution on all units exceeded 120% of the target distribution (the “Incentive Threshold”), resulting in a distribution equal to the Incentive Threshold plus 50% of the amount by which cash available for distribution exceeded the Incentive Threshold. 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, 2012 to holders of record as of the close of business on May 15, 2012.
The Trust owns royalty interests created from interests held by SandRidge Energy, Inc. (“SandRidge”) and its subsidiaries in oil and natural gas properties in the Mississippian formation in Alfalfa, Garfield, Grant, Major 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. 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. SandRidge, as holder of the Subordinated Units, is entitled to receive the remaining 50% of any excess cash available for distribution. For the period from December 1, 2011 through February 29, 2012, cash available for distribution prior to the incentive calculation exceeded the Incentive Threshold by $0.004084 per unit, or approximately $114,000, resulting in an incentive distribution of $0.002042 per unit and a total distribution per unit of $0.787033.
Volumes, price and distributable income available to unitholders for the payment period were (dollars in thousands, except per unit):
| Sales Volumes |
||||
| Oil (MBbl) (1) |
170 | |||
| Gas (MMcf) |
1,462 | |||
| Combined (MBoe) |
413 | |||
| Average Price |
||||
| Oil (per Bbl) (1) |
$ | 95.86 | ||
| Gas (per Mcf) |
$ | 3.32 | ||
| Average Price—including impact of derivative settlements and post-production expenses |
||||
| Oil (per Bbl) (1) |
$ | 98.32 | ||
| Gas (per Mcf) |
$ | 4.04 | ||
| Revenues |
||||
| Royalty income |
$ | 21,124 | ||
| Derivative settlements |
2,260 | |||
| Expenses |
1,290 | |||
|
|
|
|||
| Income available for distribution prior to incentive calculation |
22,094 | |||
| Less: Incentive distribution to SandRidge |
57 | |||
|
|
|
|||
| Distributable income available to unitholders |
$ | 22,037 | ||
|
|
|
|||
| Distributable income per unit (28,000,000 units issued and outstanding) |
$ | 0.787033 | ||
|
|
|
|||
| (1) | Includes natural gas liquids. |
In addition to the initial producing wells, SandRidge, pursuant to a development agreement with the Trust, is obligated to drill, or cause to be drilled, the equivalent of 123 development wells, determined by reference to SandRidge’s net revenue interest in a well and the perforated length of the well, in an area of mutual interest by December 31, 2014. In the event of delays, SandRidge will have until December 31, 2015 to fulfill its drilling obligation.
To date, equivalent development wells producing, or drilled and perforated for completion, during production periods upon which distributions are based are as follows:
| As of | Equivalent Producing Development Wells |
Additional Drilled Development Wells* |
Total Development Wells |
|||||||||
| 5/31/2011 |
16.4 | 3.3 | 19.7 | |||||||||
| 8/31/2011 |
36.5 | 1.2 | 37.7 | |||||||||
| 11/30/2011 |
48.5 | 0.4 | 48.9 | |||||||||
| 2/29/2012 |
60.6 | 1.1 | 61.7 | |||||||||
| * | Equivalent development wells that are not producing at the ‘As of’ date but have been drilled and perforated for completion |
SandRidge Energy, Inc., the sponsor of SandRidge Mississippian Trust I announced that it will host a conference call on May 11, 2012 at 8:00 am CDT. The telephone number to access the conference call from within the U.S. is 866-713-8310 and from outside the U.S. is 617-597-5308. The participant code for the call is 36691408. The call may also be accessed via the internet at http://www.media-server.com/m/p/4d86954y. An audio replay of the call will be available from May 11, 2012 until 11:59 pm CDT on May 18, 2012. The number to access the conference call replay from within the U.S. is 888-286-8010 and from outside the U.S. is +1-617-801-6888. The participant code for the replay is 12071065.
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 release is intended to be a qualified notice to nominees and brokers as provided for under Treasury Regulation Section 1.1446-4(b) by SandRidge Mississippian Trust I, and while specific relief is not specified for Section 1441 income, this disclosure is intended to suffice. Nominees and brokers should withhold 35% of 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, 2011, 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.
| Contact: | SandRidge Mississippian Trust I | |
| The Bank of New York Mellon Trust Company, N.A., as Trustee | ||
| Michael Ulrich | ||
| 1(855) 802-1092 | ||
| 919 Congress Avenue, Austin, TX 78701 |