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): October 19, 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.) |
PNC BANK, NATIONAL ASSOCIATION
PNC Asset Management Group
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
BBVA USA, Trust Department
2200 Post Oak Blvd., Floor 18
Houston, TX 77056
(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 2.02. | Results of Operations and Financial Condition. |
On October 19, 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 monthly cash distribution to the holders of its Units of beneficial interest (the “Unit Holders”) of $3,155,671 or $0.067705 per Unit, based primarily upon the reported production during the month of August 2021 by the owner of the Trust’s subject interests, Hilcorp San Juan L.P. (“Hilcorp”). The distribution is payable November 15, 2021, to Unit Holders of record as of October 29, 2021.
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 8.01 | Other Events. |
On June 1, 2021, The PNC Financial Services Group, Inc. (“PNC”) announced that it had completed the purchase of BBVA USA Bancshares, Inc., a financial holding company, including its U.S. banking subsidiary, BBVA USA, an Alabama-chartered bank and trustee of the Trust (“BBVA USA”). On October 8, 2021, PNC Bank, National Association, an indirect wholly owned subsidiary of PNC (“PNC Bank”), succeeded BBVA USA as the trustee of the Trust following BBVA USA’s merger with and into PNC Bank.
| 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 October 19, 2021. | |
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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.
| PNC BANK, NATIONAL ASSOCIATION, AS TRUSTEE FOR THE SAN JUAN BASIN ROYALTY TRUST (Registrant) | ||||||
| Date: October 19, 2021 | By: | /s/ James R. Wilharm | ||||
| James R. Wilharm | ||||||
| Senior Vice President and Director of Trust Real Estate Services | ||||||
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Exhibit 99.1
San Juan Basin Royalty Trust
News Release
San Juan Basin Royalty Trust Declares Cash Distribution for October 2021
HOUSTON, Texas, October 19, 2021 – PNC Bank, National Association, as the successor Trustee of the San Juan Basin Royalty Trust (the “Trust”) (NYSE:SJT), today declared a monthly cash distribution to the holders of its Units of beneficial interest (the “Unit Holders”) of $3,155,671 or $0.067705 per Unit, based primarily upon the reported production during the month of August 2021. The distribution is payable November 15, 2021, to Unit Holders of record as of October 29, 2021.
Hilcorp reported gross revenue of $7,582,753 and gross production costs of $3,175,587 for the production month of August 2021. The gross production costs consist of lease operating expenses of $2,130,925, severance taxes of $1,030,204, and capital costs of $14,458.
For the production month of August 2021, Hilcorp reported to the Trust profits of $4,407,166 gross ($3,305,374.43 net to the Trust).
Based upon information provided to the Trust by Hilcorp, gas production for the subject interests totaled 2,171,709 Mcf (2,413,010 MMBtu) for August 2021, as compared to 2,147,718 Mcf (2,386,353 MMBtu) for July 2021. Dividing revenues by production volume yielded an average gas price for August 2021 of $3.37 per Mcf ($3.04 per MMBtu), as compared to an average gas price for July 2021 of $3.28 per Mcf ($2.96 per MMBtu).
Hilcorp has informed the Trust that, in accordance with its new accounting system implementation, it is continuing to report to the Trust based on actual revenue and expenses for operated wells since the production month of June 2021. Hilcorp has advised the Trust that it still expects that by the end of 2021 it will complete the process of actualizing, accounting for and reporting to the Trust the operated revenue and severance tax computations for the four production months (January through April 2021). At this time the amount of these actualizations is unknown.
The Trustee continues to engage with Hilcorp regarding its ongoing accounting and reporting to the Trust, and the Trust’s third-party compliance auditors continue to audit all payments made by Hilcorp to the Trust, including adjustments, true-ups, and recoupments. The Trustee continues to consult with outside counsel to review the rights of the Trust with respect to these matters and to evaluate any available potential legal remedies.
On June 1, 2021, The PNC Financial Services Group, Inc. (“PNC”) announced that it had completed the purchase of BBVA USA Bancshares, Inc., a financial holding company, including its U.S. banking subsidiary, BBVA USA, an Alabama-chartered bank and trustee of the Trust (“BBVA USA”). On October 8, 2021, PNC Bank, National Association, an indirect wholly owned subsidiary of PNC (“PNC Bank”), succeeded BBVA USA as the trustee of the Trust following BBVA USA’s merger with and into PNC Bank.
| Contact: | San Juan Basin Royalty Trust | |||
| PNC Bank, National Association | ||||
| PNC Asset Management Group | ||||
| 2200 Post Oak Blvd., Floor 18 | ||||
| Houston, TX 77056 | ||||
| website: www.sjbrt.com | e-mail: sjt@pnc.com | |||
| James R. Wilharm, Senior Vice President and Director of Trust Real Estate Services | ||||
| 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 “estimates,” “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.
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