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): October 13, 2020
SANDRIDGE PERMIAN TRUST
(Exact name of Registrant as specified in its charter)
| Delaware | 001-35274 | 45-6276683 | ||
|
(State or other jurisdiction of
incorporation or organization) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
|
The Bank of New York Mellon Trust Company, N.A. 601 Travis Street, 16th Floor Houston, Texas |
77002 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (512) 236-6555
Not applicable
(Former name, former address and former fiscal year, 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-(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: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 8.01. | Other Events. |
On October 14, 2020, SandRidge Permian Trust (the “Trust”) issued a press release with respect to an unsolicited exchange offer made on October 13, 2020 by SRPT Acquisition, LLC, a wholly owned subsidiary of PEDEVCO Corp., and a separate sale of assets by the Trust’s sponsor. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
| ITEM 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 | Press Release dated October 14, 2020. |
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 thereunto duly authorized.
| SANDRIDGE PERMIAN TRUST | |||||||||
| By: | The Bank of New York Mellon Trust Company, N.A., as Trustee | ||||||||
| By: | /s/ SARAH NEWELL | ||||||||
| Name: | Sarah Newell | ||||||||
| Title: | Vice President | ||||||||
Date: October 14, 2020
Exhibit 99.1
SandRidge Permian Trust Confirms Receipt of Unsolicited Exchange Offer and Separate Sale of Assets by Sponsor
SANDRIDGE PERMIAN TRUST
The Bank of New York Mellon Trust Company, N.A., Trustee
| News Release |
For Immediate Release
HOUSTON, Texas October 14, 2020 — SANDRIDGE PERMIAN TRUST (OTC Pink: PERS) today confirmed that it has received notice that SRPT Acquisition, LLC, a wholly owned subsidiary of PEDEVCO Corp. (“PEDEVCO”), has commenced an unsolicited offer to exchange each outstanding unit of beneficial interest of the Trust for 4/10ths of one share of PEDEVCO common stock.
On or before October 27, 2020, the Trust will file with the Securities and Exchange Commission (“SEC”) a Solicitation/Recommendation Statement on Schedule 14D-9 to advise unitholders as to whether The Bank of New York Mellon Trust Company, N.A., as trustee of the Trust (the “Trustee”), recommends acceptance or rejection of the exchange offer, expresses no opinion and remains neutral to the exchange offer, or is unable to take a position with respect to the exchange offer, and the reasons for that position or inability to take a position.
The Trustee requests that unitholders defer making a determination whether to accept or reject the exchange offer until unitholders have been advised of the Trustee’s position with respect to the exchange offer.
Separately, on October 13, 2020, Avalon Energy, LLC (“Avalon”), the sponsor of the Trust, notified the Trustee that Avalon has entered into a purchase and sale agreement with Montare Resources I, LLC (“Montare”) for the sale of certain wells and leasehold interests (the “Assets”) in which the Trust owns royalty interests. As permitted under the Amended and Restated Trust Agreement governing the Trust, the Assets have been sold to Montare unburdened by the Trust’s royalty interests, and the Trust will receive approximately $4.9 million for the royalty interests to be released by the Trustee in connection with the sale of the Assets. According to Avalon, based on a valuation provided by an independent petroleum engineering firm, the fair value of the royalty interests to be released represents approximately 31.8% of the total fair value of the royalty interests owned by the Trust immediately prior to the sale.
Cautionary Statement Regarding Forward-Looking Information
This press release contains statements that are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release, other than statements of historical facts, are “forward-looking statements” for purposes of these provisions. These forward-looking statements include the Trust’s expectations regarding the timing of the filing of the Trust’s Solicitation/Recommendation Statement on Schedule 14D-9 and statements regarding the sale of the Assets to Montare and the amount to be received by the Trust for the royalty interests to be released. Statements made in this press release are qualified by the cautionary statements made in this press release. The Trustee does not intends and does not assume any obligation, to update any of the statements included in this press release. An investment in common units issued by the Trust is subject to the risks described in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2019, its Quarterly Report on Form 10-Q for the period ended June 30, 2020, and all of its other filings with the SEC. 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.
ADDITIONAL INFORMATION
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. The Trust will file a solicitation/recommendation statement on Schedule 14D−9 with the U.S. Securities and Exchange Commission (“SEC”). Any solicitation/recommendation statement filed by the Trust that is required to be mailed to unitholders will be mailed to unitholders of the Trust. INVESTORS AND UNITHOLDERS OF THE TRUST ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and unitholders will be able to obtain free copies of these documents (when available) and other documents filed with the SEC by the Trust through the website maintained by the SEC at http://www.sec.gov. In addition, this document and other materials related to PEDEVCO’s unsolicited proposal may be obtained from the Trustee free of charge by directing a request to the Trustee by phone at (512) 236-6555 or via email at sarah.newell@bnymellon.com.
| Contact: | SandRidge Permian Trust | |
| The Bank of New York Mellon Trust Company, N.A., as Trustee | ||
| 601 Travis Street, 16th Floor | ||
| Houston, Texas 77002 | ||
| Sarah Newell | ||
| 1(512) 236-6555 |