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): May 2, 2022

 

 

SABINE ROYALTY TRUST

(Exact name of Registrant as specified in its charter)

 

 

 

Texas   1-8424   75-6297143

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

Simmons Bank

Park Place

2911 Turtle Creek Blvd.

Suite 850

Dallas, Texas

  75219
(Address of principal executive offices)   (Zip Code)

Registrant’s Telephone Number, including area code: (855) 588-7839

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 (see General Instruction A.2.):

 

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   SBR   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 1.01.

Entry into a Material Definitive Agreement.

Sabine Royalty Trust (the “Trust”) held a special meeting of its unitholders on May 2, 2022, at 11:00 a.m., Central Time, at 2911 Turtle Creek Blvd., Dallas, Texas 75219 (the “Special Meeting”).

On May 2, 2022, following approval by the Trust’s unitholders at the Special Meeting, the Trust entered into Amendment No. 1 to the Amended and Restated Royalty Trust Agreement of Sabine Royalty Trust (the “Trust Amendment”). The Trust Amendment amends the Royalty Trust Agreement of Sabine Royalty Trust dated December 31, 1982, as amended and restated on May 22, 2014 (the “Trust Agreement”), to permit a trust company with capital, surplus and undivided profits of at least $20,000,000 to serve as successor trustee of the Trust.

The foregoing description of the Trust Amendment does not purport to be complete and is qualified in its entirety by the full text of the Trust Amendment, a copy of which is attached hereto as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

At the Special Meeting, unitholders of the Trust were asked to consider and vote upon (i) the appointment of Argent Trust Company as successor trustee of the Trust, (ii) an amendment to the Trust Agreement that would permit a bank or trust company with capital, surplus and undivided profits of at least $20,000,000 to serve as successor trustee of the Trust, and (iii) to approve an adjournment of the Special Meeting, if necessary or appropriate, to permit solicitation of additional proxies in favor of the above proposals.

Of the 14,579,345 units outstanding and entitled to vote as of the record date for the Special Meeting, 8,209,565 units were present at the Special Meeting in person or by proxy. As such, a quorum was established at the Special Meeting.

The proposals voted on by the unit holders at the Special Meeting and the voting results are set forth below.

1. Proposal to approve the appointment of Argent Trust Company as successor trustee to serve as trustee of the Trust once the resignation of Simmons Bank, the current Trustee of the Trust, takes effect, was approved by the following vote:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

7,951,508

  123,881   134,175   0

2. Proposal to approve an amendment to the Trust Agreement to permit a bank or trust company which has a capital, surplus and undivided profits (as of the end of its last fiscal year prior to its appointment) of at least $20,000,000 to serve as trustee of the Trust, was approved by the following vote:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

7,906,073

  145,494   157,997   0

3. Proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to permit solicitation of additional proxies in favor of the above proposals, was approved by the following vote:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

7,897,936

  180,031   131,594   0

On May 5, 2022, the Trust issued a press release announcing the voting results of the Special Meeting. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.


As previously disclosed, the resignation of Simmons Bank, as trustee, and Argent’s appointment as successor trustee, are subject to certain conditions set forth in an agreement between Simmons Bank and Argent, including approval by the unitholders of the Trust and of certain other trusts of which Simmons Bank acts as trustee (or a court) of (i) Argent’s appointment as successor trustee and (ii) any amendments to the Trust Agreement of the Trust and the trust agreements and indentures of the other trusts (whether by unitholder approval or a court) necessary to permit Argent to serve as successor trustee.

Forward-looking Statements

Any statements in this Current Report on Form 8-K and the exhibits filed or furnished herewith about plans for the Registrant, the expected timing of the completion (if any) of the proposed resignation of the Trustee or appointment of a successor trustee, and other statements containing the words “estimates,” “believes,” “anticipates,” “plans,” “expects,” “will,” “may,” “intends” and similar expressions, other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Factors or risks that could cause the Registrant’s actual results to differ materially from the results it anticipates include, but are not limited to the inability of the Trustee to resign or Argent Trust Company to assume duties as successor trustee due to the failure to obtain necessary unitholder or court approval or the failure to satisfy other conditions to the Trustee’s resignation set forth in the Trustee’s notice of resignation and the Trust’s definitive proxy statement.

Actual results may differ materially from those indicated by such forward-looking statements. In addition, the forward-looking statements included in this material represent the Trustee’s views as of the date hereof. The Trustee anticipates that subsequent events and developments may cause its views to change. However, while the Trustee may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Trustee’s views as of any date subsequent to the date hereof.

 

Item 9.01

Financial Statements and Exhibits.

 

  d.

Exhibits

 

4.1    Amendment No. 1 to the Amended and Restated Royalty Trust Agreement of Sabine Royalty Trust, dated May 2, 2022.
99.1    Press Release dated May 5, 2022.


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.

 

SABINE ROYALTY TRUST
By:   SIMMONS BANK, TRUSTEE
    By:  

/s/ RON E. HOOPER

  Ron E. Hooper
  SVP Royalty Trust Management

Date: May 6, 2022

Exhibit 4.1

AMENDMENT NO. 1

TO THE

AMENDED AND RESTATED ROYALTY TRUST AGREEMENT

OF

SABINE ROYALTY TRUST

This Amendment No. 1 to the Amended and Restated Royalty Trust Agreement (this “Amendment”) of Sabine Royalty Trust (the “Trust”), is made and entered into effective as of May 2, 2022, by the undersigned Trustee of the Trust (the “Trustee”), after receiving approval of the unitholders of the Trust.

W I T N E S S E T H :

WHEREAS, on May 2, 2022, the unitholders of the Trust voted to approve an amendment to that certain Amended and Restated Royalty Trust Agreement of the Trust dated as of May 22, 2014 (the “Trust Agreement”) with respect to the requirements to serve as successor trustee;

NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements contained herein and in the Trust Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Trustee desires to amend the Trust Agreement to reflect the amendments approved by unitholders by amending and restating the last sentence of Section 8.03 as follows:

“A Trustee appointed under the provisions of this Section 8.03 shall be a state or national bank or trust company domiciled in the United States which has a capital, surplus and undivided profits (as of the end of its last fiscal year prior to its appointment) of at least $20,000,000.”

[Signature Page Follows]

 

1


IN WITNESS WHEREOF, the Trustee has executed this Amendment as of the day and year first above written.

 

TRUSTEE:
SIMMONS BANK
By:  

/s/ Ron E. Hooper

Name:   Ron E. Hooper
Title:   Senior Vice President, Royalty Trust Management

[Signature Page to

Amendment No. 1 to the

Amended and Restated Royalty Trust Agreement]

Exhibit 99.1

SABINE ROYALTY TRUST

Press Release

SABINE ROYALTY TRUST

ANNOUNCES RESULTS OF SPECIAL MEETING

DALLAS, TEXAS, May 5, 2022 – Sabine Royalty Trust (NYSE: SBR) (the “Trust”) today announced that, at a special meeting of the Trust’s unitholders held May 2, 2022, the unitholders of the Trust voted to approve the proposals set forth in the Trust’s definitive proxy statement, including the appointment of Argent Trust Company as successor trustee to serve as trustee of the Trust once the resignation of Simmons Bank, the current Trustee of the Trust, takes effect and approval of related amendments to the Trust Agreement of the Trust. The effective date of the Trustee’s resignation will depend on the satisfaction or waiver of the conditions set forth in the Trustee’s notice of resignation and the Trust’s definitive proxy statement, including approval by certain other trusts of which Simmons Bank acts as trustee (or a court) of (i) Argent’s appointment as successor trustee and (ii) any amendments to the trust agreements and indentures of the other trusts (whether by unitholder approval or a court) necessary to permit Argent to serve as successor trustee.

Forward-looking Statements

Any statements in this press release about plans for the Trust, the expected timing of the completion (if any) of the proposed resignation of the Trustee or appointment of a successor trustee, and other statements containing the words “estimates,” “believes,” “anticipates,” “plans,” “expects,” “will,” “may,” “intends” and similar expressions, other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Factors or risks that could cause the Trust’s actual results to differ materially from the results we anticipate include, but are not limited to the inability of the Trustee to resign or Argent Trust Company to assume duties as successor trustee due to the failure to obtain necessary unitholder or court approval or the failure to satisfy other conditions to the Trustee’s resignation set forth in the Trustee’s notice of resignation and the Trust’s definitive proxy statement.

Actual results may differ materially from those indicated by such forward-looking statements. In addition, the forward-looking statements included in this press release represent the Trustee’s views as of the date hereof. The Trustee anticipates that subsequent events and developments may cause its views to change. However, while the Trustee may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Trustee’s views as of any date subsequent to the date hereof.

*                *                 *

Contact:

Ron Hooper - SVP, Royalty Trust Services

Simmons Bank

Toll Free (855) 588-7839