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): February 24, 2020
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
2200 Post Oak Blvd., Floor 18
Houston, TX 77056
(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 |
Name of each exchange | ||
| 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 2.02. | Results of Operations and Financial Condition. |
On February 24, 2020, 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 Hilcorp Energy Company had provided the Trust with its 2020 Capital Expenditures Plan.
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 February 24, 2020. | |
2
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: February 24, 2020 | By: | /s/ Joshua R. Peterson | ||||
| Joshua R. Peterson | ||||||
| Senior Vice President and Trust Officer | ||||||
4
Exhibit 99.1
San Juan Basin Royalty Trust
News Release
San Juan Basin Royalty Trust Announces Hilcorp’s 2020 Capital Plan
HOUSTON, Texas, February 24, 2020 – The San Juan Basin Royalty Trust (NYSE:SJT) (the “Trust”) announced today that the operator of the Trust’s Subject Interests, Hilcorp Energy Company (“Hilcorp”), has provided the Trust with Hilcorp’s 2020 capital project plan for the Subject Interests (the “2020 Plan”). Hilcorp has estimated its 2020 capital expenditures for the Subject Interests to be $0.3 million.
The principal asset of the Trust is a 75% net overriding royalty interest carved out of certain oil and gas leasehold and royalty interests in properties owned by Hilcorp San Juan L.P. (the “Subject Interests”) located in the San Juan Basin, and more particularly in the San Juan, Rio Arriba and Sandoval counties of northwestern New Mexico.
Hilcorp informed the Trust that its 2020 Plan includes $0.3 million for facility projects primarily related to natural gas compression. Due to the current low prices for natural gas, Hilcorp has not planned to conduct any new drill projects or recompletions within the Subject Interests in 2020. However, Hilcorp advised the Trust that the 2020 Plan is subject to revision depending upon changes in prices of natural gas.
As previously reported, actual capital expenditures by Hilcorp during their 2019 accounting period (which corresponds to the Trust’s distribution months of March 2019 through February 2020), totaled approximately $7.7 million. Hilcorp allocated approximately $2.4 million of the 2019 capital expenditures towards drilling and completing one Fruitland Coal horizontal well, $5.0 million towards seventeen well recompletions and workovers, and $0.3 million on facility projects.
| Contact: | San Juan Basin Royalty Trust |
| BBVA USA, Trustee |
| Joshua R. Peterson, Senior Vice President & Trust Officer |
| Kaye Wilke, Investor Relations, toll-free: (866) 809-4553 |
| Fax: (817) 735-0936 Website: www.sjbrt.com e-mail: sjt.us@bbva.com |
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 “estimates,” “anticipates,” “could,” “plan,” “subject to,” 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 natural 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.