8-K

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): August 30, 2017

Enduro Royalty Trust

(Exact name of registrant as specified in its charter)

Delaware	1-35333	45-6259461
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation )	File Number)	Identification No.)

The Bank of New York Mellon Trust Company, N.A., Trustee
Global Corporate Trust
919 Congress Avenue
Austin, Texas	78701
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (512) 236-6555

Not Applicable

(Former name or former address, 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:

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-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.07              Submission of Matters to a Vote of Security Holders

A special meeting (the “Special Meeting”) of the unitholders (the “Unitholders”) of Enduro Royalty Trust (the “Trust”) was held on August 30, 2017, at which the following proposals were voted upon by the Trust’s unitholders:  (1)(a) the sale by Enduro Operating LLC (“Enduro Operating”) of certain oil and natural gas properties pursuant to the purchase and sale agreement, dated June 5, 2017, between Enduro Operating and Chisholm Energy Holdings, LLC; the authorization of the release of the net profits interest associated with such properties; and the distribution of the net proceeds from such sale to the Unitholders; (1)(b) the sale by Enduro Operating of certain oil and natural gas properties pursuant to the purchase and sale agreement, dated June 5, 2017, between Enduro Operating and OXY USA, Inc.; the authorization of the release of the net profits interest associated with such properties; and the distribution of the net proceeds from such sale to the Unitholders; (1)(c) the sale by Enduro Operating of certain oil and natural gas properties pursuant to the purchase and sale agreement, dated June 5, 2017, between Enduro Operating and Forge Energy, LLC; the authorization of the release of the net profits interest associated with such properties; and the distribution of the net proceeds from such sale to the Unitholders; (1)(d) the sale by Enduro Operating of certain oil and natural gas properties pursuant to the purchase and sale agreement, dated June 6, 2017, between Enduro Operating and Summit West Resources LP; the authorization of the release of the net profits interest associated with such properties; and the distribution of the net proceeds from such sale to the Unitholders; (1)(e) the sale by Enduro Operating of certain oil and natural gas properties pursuant to the purchase and sale agreement, dated June 6, 2017, between Enduro Operating and DE Midland III LLC; the authorization of the release of the net profits interest associated with such properties; and the distribution of the net proceeds from such sale to the Unitholders; (1)(f) the sale by Enduro Operating of certain oil and natural gas properties pursuant to the purchase and sale agreement, dated June 6, 2017, between Enduro Operating and Parsley Energy, LP; the authorization of the release of the net profits interest associated with such properties; and the distribution of the net proceeds from such sale to the Unitholders; (1)(g) the sale by Enduro Operating of certain oil and natural gas properties pursuant to the purchase and sale agreement, dated June 5, 2017, between Enduro Operating and Tracker Resource Development III LLC; the authorization of the release of the net profits interest associated with such properties; and the distribution of the net proceeds from such sale to the Unitholders; (1)(h) the sale by Enduro Operating of certain oil and natural gas properties pursuant to the purchase and sale agreement, dated June 6, 2017, between Enduro Operating and QEP Energy Company; the authorization of the release of the net profits interest associated with such properties; and the distribution of the net proceeds from such sale to the Unitholders; (2) approval of amendments to the Amended and Restated Trust Agreement, dated as of November 3, 2011, of the Trust (the “Trust Agreement”) to permit Enduro Resource Partners LLC, a Delaware limited liability company (“Enduro”), and its affiliates to sell their interests in certain oil and natural gas properties subject to the net profits interest held by the Trust and to release the related net profits interest; (3) approval of amendments to the Conveyance of Net Profits Interest, executed as of November 8, 2011, from Enduro Operating to Enduro Texas LLC, a Texas limited liability company (“Enduro Texas”), as supplemented by that certain Supplement to Conveyance of Net Profits Interest, executed as of November 8, 2011, among Enduro Operating, Enduro Texas and the Trust, to permit Enduro and its affiliates to sell their interests in certain oil and natural gas properties subject to the net profits interest held by the Trust and to release the related net profits interest; (4) approval of amendments to the Trust Agreement to permit the costs associated with calling any Unitholder meeting, including, without limitation, meeting costs, proxy preparation costs, proxy solicitation costs and costs of counsel and other advisors associated therewith, pursuant to the proposed Section 3.02(d) to be paid pro rata by the Trust and Enduro; and (5) approval of the adjournment of the Special Meeting, if necessary or appropriate, to permit solicitation of additional proxies in favor of proposals 1, 2, 3 and 4 above.

Proposal 1(a)

The final voting results with respect to Proposal 1(a) were as follows, there were no broker non-votes:

For	Against	Abstain
25,789,727	177,513	191,065

Proposal 1(b)

The final voting results with respect to Proposal 1(b) were as follows, there were no broker non-votes:

For	Against	Abstain
25,785,874	182,688	189,743

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Proposal 1(c)

The final voting results with respect to Proposal 1(c) were as follows, there were no broker non-votes:

For	Against	Abstain
25,786,502	181,233	190,570

Proposal 1(d)

The final voting results with respect to Proposal 1(d) were as follows, there were no broker non-votes:

For	Against	Abstain
25,789,895	179,940	188,470

Proposal 1(e)

The final voting results with respect to Proposal 1(e) were as follows, there were no broker non-votes:

For	Against	Abstain
25,783,501	184,584	190,220

Proposal 1(f)

The final voting results with respect to Proposal 1(f) were as follows, there were no broker non-votes:

For	Against	Abstain
25,785,827	180,258	192,220

Proposal 1(g)

The final voting results with respect to Proposal 1(g) were as follows, there were no broker non-votes:

For	Against	Abstain
25,786,699	178,140	193,466

Proposal 1(h)

The final voting results with respect to Proposal 1(h) were as follows, there were no broker non-votes:

For	Against	Abstain
25,790,456	176,934	190,915

Proposal 2

The final voting results with respect to Proposal 2 were as follows, there were no broker non-votes:

For	Against	Abstain
25,716,518	175,110	266,677

3

Proposal 3

The final voting results with respect to Proposal 3 were as follows, there were no broker non-votes:

For	Against	Abstain
25,715,950	173,494	268,861

Proposal 4

The final voting results with respect to Proposal 4 were as follows, there were no broker non-votes:

For	Against	Abstain
25,124,508	710,514	323,283

Proposal 5

The final voting results with respect to Proposal 5 were as follows, there were no broker non-votes:

For	Against	Abstain
25,663,314	185,297	309,694

Item 7.01              Regulation FD Disclosure.

On August 30, 2017, the Trust issued a press release announcing the results of the Special Meeting. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The press release is being furnished pursuant to General Instruction B.2 of Form 8-K and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor is it subject to the liabilities of that section or deemed incorporated by reference in any filing by the Trusts under the Exchange Act unless specifically identified therein as being incorporated therein by reference.

Item 9.01              Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit  99.1        Enduro Royalty Trust Press Release dated August 30, 2017.

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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 hereunto duly authorized.

	Enduro Royalty Trust
	By:	The Bank of New York Mellon Trust Company, N.A., as
		Trustee
Date: August 30, 2017	By:	/s/ Sarah Newell
		Sarah Newell
		Vice President

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EXHIBIT INDEX

Exhibit	Description
99.1	Enduro Royalty Trust Press Release dated August 30, 2017.

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EX-99.1

Exhibit 99.1

Enduro Royalty Trust Unitholders Approve Proposals for Sponsor to Sell Properties in the Permian Basin

AUSTIN, Texas—(BUSINESS WIRE)—August 30, 2017

Enduro Royalty Trust (NYSE: NDRO) (the “Trust”) today announced that at the special meeting of Trust unitholders held today, unitholders approved (i) eight transactions pursuant to which Enduro Resource Partners LLC (“Enduro”), the sponsor of the Trust, will sell certain oil and natural gas properties in the Permian Basin (the “Divestiture Properties”) that constitute a portion of the properties burdened by the Trust’s 80% net profits interest, (ii) the release of the Trust’s net profits interest in the Divestiture Properties, and (iii) related proposals to effect the sale transactions in exchange for the Trust receiving 80% of the net proceeds of the sale of the Divestiture Properties.

The votes in favor of the sales of the Divestiture Properties and related proposals constituted more than the required 75% of the Trust units outstanding as of the record date for the special meeting and, as a result, the proposals were approved and adopted by the Trust unitholders.

Closings of the sales of the Divestiture Properties are expected to occur on or before September 30, 2017. Following the closings, Enduro will set a record date for the special distribution and within 45 days of the closings of the transactions, Enduro will distribute 80% of the net proceeds of the aggregate sales amounts, less 80% of the expenses associated with the transactions and proxy meeting expenses and associated holdback amounts, to unitholders of record.

About Enduro Royalty Trust

Enduro Royalty Trust is a Delaware statutory trust formed by Enduro Resource Partners to own a net profits interest representing the right to receive 80% of the net profits from the sale of oil and natural gas production from certain of Enduro Resource Partners’ properties in the states of Texas, Louisiana and New Mexico. As described in the Trust’s filings with the Securities and Exchange Commission, the amount of the periodic distributions is expected to fluctuate, depending on the proceeds received by the Trust as a result of actual production volumes, oil and gas prices, the amount and timing of capital expenditures, and the Trust’s administrative expenses, among other factors.  Future distributions are expected to be made on a monthly basis.  For additional information on the Trust, please visit www.enduroroyaltytrust.com.

Forward-Looking Statements and Cautionary Statements

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 statements regarding the anticipated distribution to unitholders as a result of the proposed disposition of certain properties and expected expenses, including capital expenditures. The anticipated distribution is based, in large part, on the amount of cash received or expected to be received by the Trust from Enduro Resource Partners as a result of the sale of the underlying properties. Other important factors that could cause actual results to differ materially

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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 Enduro Resource Partners nor the Trustee intends, and neither assumes any obligation, to update any of the statements included in this press release. An investment in units issued by Enduro Royalty Trust is subject to the risks described in the Trust’s filings with the SEC, including the risks described in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 15, 2017. The Trust’s quarterly and other filed reports are or will be available over the Internet at the SEC’s website at http://www.sec.gov.

Contact

Enduro Royalty Trust

The Bank of New York Mellon Trust Company, N.A., as Trustee

Sarah Newell 1 (512) 236-6555

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