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): July 25, 2013
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)
Registrants 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):
¨ | 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 July 25, 2013. |
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/ SARAH NEWELL | |
Name: | Sarah Newell | |
Title: | Vice President |
Date: July 25, 2013
Exhibit Index
Exhibit Number |
Description | |
99.1 | Press Release dated July 25, 2013. |
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 July 25, 2013 SANDRIDGE MISSISSIPPIAN TRUST I (NYSE: SDT) today announced a quarterly distribution for the three-month period ended June 30, 2013 (which primarily relates to production attributable to the Trusts interests from March 1, 2013 through May 31, 2013) of $16.9 million, or $0.6112 per Common Unit and $0.5835 per Subordinated 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 August 29, 2013 to holders of record as of the close of business on August 14, 2013.
During the three-month production period ended May 31, 2013, total sales volumes were higher than initial Trust estimates. This was due to higher natural gas volumes but was partially offset by lower oil production during the period. Although the gas production came in higher than projected, the additional production was offset by lower realized gas prices than initial estimates. The combination of lower oil production and lower realized gas prices resulted in quarterly income available for distribution of $0.6043 per unit, which is $0.0069 below the subordination threshold. As a result, the distribution per common unit is the subordination threshold of $0.6112 for the period. Additionally, as of May 31, 2013, SandRidge had fulfilled its development agreement by drilling approximately 124 development wells. As a result, there will be no more development wells drilled for the Trust in future periods.
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 Trusts 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 Trusts 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 Trusts 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. Trust units are entitled to receive 50% of any cash available for distribution in excess of the Incentive Threshold for the quarter. The Trusts quarterly income available for distribution to all Trust units was $0.6043 per unit, which was below the Subordination Threshold for the Common Units of $0.6112 per unit for the quarter. As a result, the distribution to the Subordinated Units was decreased to $0.5835 per unit in order to permit a distribution per Common Unit equal to the Subordination Threshold for the quarter.
Volumes, price and distributable income available to unitholders for the period were (dollars in thousands, except per unit):
Sales Volumes |
||||
Oil (MBbl) (1) |
137 | |||
Gas (MMcf) |
1,337 | |||
Combined (MBoe) |
359 | |||
Average Price |
||||
Oil (per Bbl) (1) |
$ | 85.87 | ||
Gas (per Mcf) |
$ | 4.04 | ||
Average Priceincluding impact of derivative settlements and post-production expenses |
||||
Oil (per Bbl) (1) |
$ | 93.78 | ||
Gas (per Mcf) |
$ | 3.55 | ||
Revenues |
||||
Royalty income |
$ | 17,136 | ||
Derivative settlements |
1,133 | |||
Expenses |
1,349 | |||
|
|
|||
Distributable income available to unitholders |
$ | 16,920 | ||
|
|
|||
Distributable income per Common Unit (21,000,000 units issued and outstanding) |
$ | 0.6112 | ||
|
|
|||
Distributable income per Subordinated Unit (7,000,000 units issued and outstanding) |
$ | 0.5835 | ||
|
|
(1) | Includes natural gas liquids. |
In addition to wells that were producing at the effective date of the assignment of the royalty interests to the Trust, SandRidge, pursuant to a development agreement with the Trust, was obligated to drill, or cause to be drilled, the equivalent of 123 development wells, determined by reference to SandRidges net revenue interest in a well and the perforated length of the well, in an area of mutual interest by December 31, 2015. As of May 31, 2013, SandRidge had drilled approximately 124 development wells and met its obligation under the development agreement.
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 | |||
5/31/2012 |
72.5 | 0.7 | 73.2 | |||
8/31/2012 |
88.7 | 0.0 | 88.7 | |||
11/30/2012 |
101.1 | 1.5 | 102.6 | |||
2/28/2013 |
112.1 | 4.6 | 116.7 | |||
5/31/2013 |
124.3 | 0.0 | 124.3 |
* | Equivalent development wells that are not producing at the As of date but have been drilled and perforated for completion. |
On June 30, 2014, which is the end of the fourth full calendar quarter following SandRidges satisfaction of its drilling obligation with respect to the Trust Development Wells, the Subordinated Units will automatically convert into Common Units, after which time the Common Units will no longer have the protection of the Subordination Threshold, and all Trust unitholders will share on a pro rata basis in the Trusts distributions.
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 Trusts Annual Report on Form 10-K for the year ended December 31, 2012, and all of its other filings with the SEC. The Trusts quarterly and other filed reports are or will be available over the Internet at the SECs web site at http://www.sec.gov.
Contact: | SandRidge Mississippian Trust I |
The Bank of New York Mellon Trust Company, N.A., as Trustee |
Sarah Newell |
1 (512) 236-6531 |
919 Congress Avenue, Austin, TX 78701 |