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): July 23, 2021
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 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 July 23, 2021, the San Juan Basin Royalty Trust (the “Trust”) issued a press release, a copy of which is attached hereto as Exhibit 99.1, announcing a status update to the monthly reporting by the owner of the Trust’s subject interests, Hilcorp San Juan L.P. (“Hilcorp”).
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 July 23, 2021. | |
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: July 23, 2021 |
By: |
/s/ Joshua R. Peterson | ||||
|
| ||||||
| Joshua R. Peterson | ||||||
| Head of Trust Real Assets & Mineral Resources and Senior Vice President | ||||||
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Exhibit 99.1
San Juan Basin Royalty Trust
News Release
San Juan Basin Royalty Trust Announces Status Update to Hilcorp’s Reporting
HOUSTON, Texas, July 23, 2021 – BBVA USA, as Trustee of the San Juan Basin Royalty Trust (the “Trust”) (NYSE:SJT), today announced a status update to the monthly reporting by the owner of the Trust’s subject interests, Hilcorp San Juan L.P. (“Hilcorp”).
Hilcorp previously informed the Trust that it has only reported estimates of revenue and severance taxes applicable to the Trust’s subject interests for certain months due to Hilcorp’s ongoing transition to a new accounting system. As previously announced on July 20, 2021, Hilcorp’s May 2021 report included true-ups to the lease operating expense, property tax and capital cost categories for the production months of January 2021 through April 2021. However, the May 2021 reporting month was based on estimated revenue and severance tax. Therefore, Hilcorp will need to adjust the previously reported revenue and severance tax categories for the production months of January 2021 through May 2021 for operated wells.
On July 21, 2021, Hilcorp informed the Trust it was continuing to work internally on the revenue and severance tax reporting issues. Hilcorp was unable to confirm whether next month’s distribution would be based on estimated or actual revenue received and severance tax paid. Additionally, Hilcorp was unable to provide a specific timeline when the true-ups to the revenue and severance tax categories would occur. However, to the extent Hilcorp has underpaid the Trust, Hilcorp will be obligated to pay the Trust interest (prime rate plus 4%) as required by the Conveyance. Hilcorp has confirmed that it will waive interest to the extent there are any overpayments to the Trust based on true-ups in 2021.
The Trustee continues to prioritize these ongoing reporting issues. To this end, the Trustee remains engaged with Hilcorp regarding Hilcorp’s transition to a new accounting system and to define a timeline for when the true-ups to the revenue and severance categories will occur. The Trustee will continue to correspond with Hilcorp and the Trust’s third-party compliance auditors to ensure consistent, accurate, and timely reporting and recovery of any underpayments (plus interest) that may be owed.
| Contact: | San Juan Basin Royalty Trust |
BBVA USA, Trustee
2200 Post Oak Blvd., Floor 18
Houston, TX 77056
website: www.sjbrt.com e-mail: sjt.us@bbva.com
Joshua R. Peterson, Head of Trust Real Assets & Mineral Resources
and Senior Vice President
Kaye Wilke, Investor Relations, toll-free: (866) 809-4553