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): July 7, 2021
BP Prudhoe Bay Royalty Trust
(Exact name of registrant as specified in its charter)
| Delaware | 1-10243 | 13-6943724 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| The Bank of New York Mellon Trust Company, N.A., Trustee 601 Travis Street 16th Floor |
||
| Houston, Texas | 77002 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (713) 483-6060
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:
| ☐ | 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 of Beneficial Interest | BPT | New York Stock Exchange |
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 July 7, 2021, BP Prudhoe Bay Royalty Trust issued a press release setting July 15, 2021 as the record date for a quarterly cash dividend to unitholders payable on July 20, 2021. The dividend rate is $ 0.0243678 per unit. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This Report on Form 8-K is being furnished pursuant to Item 2.02, Results of Operations and Financial Condition. The information furnished is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits
| (a) | Not applicable |
| (b) | Not applicable |
| (c) | Not applicable |
| (d) | Exhibits: |
99.1 BP Prudhoe Bay Royalty Trust press release issued July 7, 2021.
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.
| BP Prudhoe Bay Royalty Trust | ||||||
| By: The Bank of New York Mellon Trust Company, N.A., as Trustee | ||||||
| Date: July 7, 2021 | By: | /s/ Elaina C. Rodgers | ||||
| Elaina C. Rodgers | ||||||
| Vice President | ||||||
Exhibit 99.1
BP Prudhoe Bay Royalty Trust Announces Record Date and Payment Date for Distribution to Unitholders for the Second Quarter of 2021
HOUSTON: BP Prudhoe Bay Royalty Trust (NYSE: BPT) announces that unitholders will receive a dividend for the quarter ended June 30, 2021. The dividend information is as follows:
| Ex-Dividend Date: | July 14, 2021 | |
| Record Date: | July 15, 2021 | |
| Payable Date: | July 20, 2021 | |
| Dividend Rate: | $0.0243678 per Unit* | |
*Actual average daily production for the quarter was 70,857 BBLS.
As provided in the Trust Agreement, the quarterly royalty payment by Hilcorp North Slope, LLC to the Trust is the sum of the individual revenues attributed to the Trust as calculated each day during the quarter. The amount of revenue is determined by multiplying Royalty Production for each day in the calendar quarter by the Per Barrel Royalty for that day. Pursuant to the Trust Agreement, the Per Barrel Royalty for any day is the WTI Price for the day less the sum of (i) Chargeable Costs multiplied by the Cost Adjustment Factor and (ii) Production Taxes. As discussed in Item 1A “RISK FACTORS”, of the Trust’s Annual Report on Form 10-K for the year ended December 31, 2020, on January 1, 2021, the “break-even” WTI price (the price at which all taxes and prescribed deductions are equal to the WTI price) for the Trust to receive a positive Per Barrel Royalty with respect to a particular day’s production was $60.72. The average daily closing WTI price was above the “break-even” point for the quarter, resulting in a quarterly payment with respect to the Royalty Interest of approximately $3.2 million to the Trust. In accordance with the Trust Agreement, the Trustee will pay all accrued expenses of the Trust, then distribute the excess, if any, of the cash received by the Trust over the Trust’s expenses, net of any additions to the cash reserve established for the payment of estimated liabilities before making a quarterly distribution to unit holders. After paying the Trust’s expenses accrued through June 30, 2021 and making an addition to the cash reserve of approximately $1.58 million, approximately $521,000 is available for distribution to unitholders. The amount added to the cash reserve takes into account that the Trust has not received any Royalty Payments attributable to 2020 or the first quarter of 2021 and therefore has been unable to make any additions to the cash reserve for the last five quarters, the increase in Trust administrative expenses and the expected expenses associated with the termination of the Trust. The Trustee continues to evaluate the adequacy of the cash reserve and may need to increase the amount of the cash reserve further in the future.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements in this press release are subject to a number of risks and uncertainties beyond the control of the Trustee. The actual results, performance and prospects of the Trust could differ materially from those expressed or implied by forward-looking statements. Descriptions of some of the risks that could affect the future performance of the Trust appear the Trust’s Annual Report on Form 10-K for the year ended December 31, 2019, the Trust’s subsequent Quarterly Reports on Form 10-Q, and the Trust’s other filings with the Securities and Exchange Commission. The Trust’s annual, quarterly and other filed reports are or will be available over the Internet at the SEC’s website at http://www.sec.gov. Neither the Trust nor the Trustee intends, and neither assumes any obligation, to update any of the statements included in this press release.
Please feel free to contact Elaina Rodgers at The Bank of New York Mellon Trust Company, N.A. at 713-483-6020 with any questions.