UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 9, 2019
San Juan Basin Royalty Trust
(Exact name of registrant as specified in its charter)
| Texas | 1-8032 | 75-6279898 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
BBVA USA, Trust Department
300 W. 7th Street, Suite B
Fort Worth, Texas 76102
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code): (866) 809-4553
N/A
(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 (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-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Units | SJT | NYSE |
Indicate by check mark whether the registrant is an emerging growth company 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 ☐
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. ☐
| Item 7.01. | Regulation FD Disclosure. |
On August 9, 2019, the San Juan Basin Royalty Trust (the “Trust”) issued a press release, a copy of which is attached hereto as Exhibit 99.1, announcing that the operator of the Trust’s subject interests, Hilcorp San Juan L.P. (“Hilcorp”), informed the Trust that it will likely not distribute to the Trust any royalty income for the remainder of 2019, primarily due to Hilcorp’s substantial capital expenditures for 2019.
In accordance with general instruction B.2 to Form 8-K, the information in this Form 8-K shall be deemed “furnished” and not “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise, subject to the liabilities of that section.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed in accordance with the provisions of Item 601 of Regulation S-K:
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated August 9, 2019. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| BBVA USA, AS TRUSTEE FOR THE SAN JUAN BASIN ROYALTY TRUST (Registrant) | ||||||
| Date: August 9, 2019 | By: | /s/ Joshua R. Peterson | ||||
| Joshua R. Peterson | ||||||
| Senior Vice President and Trust Officer | ||||||
Exhibit 99.1
San Juan Basin Royalty Trust
News Release
San Juan Basin Royalty Trust Informed By Hilcorp Likely No Further Cash Distributions for 2019
FORT WORTH, Texas, August 9, 2019 – BBVA USA, as Trustee of the San Juan Basin Royalty Trust (the “Trust”) (NYSE:SJT), today reported that the operator of the Trust’s subject interests (the “Subject Interests”), Hilcorp San Juan L.P. (“Hilcorp”), informed the Trust that it likely will not distribute to the Trust any royalty income for the remainder of 2019, primarily due to Hilcorp’s substantial capital expenditures for 2019. As a result of the lack of royalty income payments from Hilcorp, the Trust will not have any distributable income to pay to its unit holders. The Trust previously reported on May 9, 2019 that Hilcorp had revised its 2019 capital expenditures plan for the Subject Interests from approximately $2.7 million to $12.6 million in order to fund increased well recompletions and additional well drillings in the Subject Interests.
The Trust believes that it has sufficient capacity to draw upon its cash reserves to pay the Trust’s administrative expenses for the remainder of 2019. The Trust will not make any cash distributions to the Trust’s unit holders until future net proceeds from royalty income distributions are sufficient to pay the then-current Trust liabilities and replenish previously utilized cash reserves. In the event that the Trust has insufficient cash reserves to fund its administrative expenses, the Trust believes that it has the ability to borrow funds against the Trust’s royalty interests to cover the Trust’s administrative expenses until its cash reserves can be replenished from royalty income payments from Hilcorp.
| Contact: |
San Juan Basin Royalty Trust | |
| BBVA USA, Trustee | ||
| 300 West Seventh St., Suite B, Fort Worth, Texas 76102 | ||
| website: www.sjbrt.com e-mail: sjt.us@bbva.com | ||
| Joshua R. Peterson, Senior Vice President & Trust Officer | ||
| Kaye Wilke, Investor Relations, toll-free: (866) 809-4553 | ||
Except for historical information contained in this news release, the statements in this news release are forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements generally are accompanied by words such as “believes,” “anticipates,” “could,” “plan,” or other words that convey the uncertainty of future events or outcomes. Forward-looking statements and the business prospects of San Juan Basin Royalty Trust are subject to a number of risks and uncertainties that may cause actual results in future periods to differ materially from the forward-looking statements. These risks and uncertainties include, among other things, certain information provided to the Trust by Hilcorp, volatility of oil and gas prices, governmental regulation or action, litigation, and uncertainties about estimates of reserves. These and other risks are described in the Trust’s reports and other filings with the Securities and Exchange Commission.