UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 18, 2020
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SANDRIDGE MISSISSIPPIAN TRUST II
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(Exact name of Registrant as specified in its charter)
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Delaware
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001-35508
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30-0709968
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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The Bank of New York Mellon Trust Company,
N.A.
601 Travis Street, 16th Floor
Houston, Texas
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77002
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(Address of principal executive offices)
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(Zip Code)
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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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 1.01. Entry Into a Material Definitive Agreement.
On February 18, 2020, SandRidge Mississippian Trust II (the “Trust”) and SandRidge Energy, Inc. (“SandRidge”) entered into an amendment, dated as of February 14, 2020 (the “Amendment”), to the Administrative Services Agreement dated as of January 1, 2012 between the Trust and SandRidge (the “ASA”) to revise the events that would cause the termination of the ASA, thereby permitting the Trust to continue to receive services from SandRidge as are necessary to fulfill the purposes of the Trust until the Trust is finally liquidated and wound up in accordance with the terms of the amended and restated trust agreement governing the Trust.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as an exhibit to this Current Report on Form 8-K.
ITEM 9.01. Financial Statements and Exhibits.
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.
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SANDRIDGE MISSISSIPPIAN TRUST II
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By:
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The Bank of New York Mellon Trust Company, N.A., as Trustee
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By: /s/ Sarah Newell
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/s/ Sarah Newell
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Name:
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Sarah Newell
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Title:
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Vice President
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Date: February 20, 2020
AMENDMENT NO. 1 TO ADMINISTRATIVE SERVICES AGREEMENT
This Amendment No. 1 to Administrative Services Agreement (this “Amendment”), dated as of February 14, 2020, is made by SandRidge Energy, Inc., a Delaware corporation (the “Company”), and SandRidge Mississippian Trust II, a statutory trust formed under the laws of the State of Delaware (the “Trust”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement (as defined below).
WHEREAS, the Company and the Trust entered into that certain Administrative Services Agreement, dated as of January 1, 2012 (the “Agreement”), pursuant to which the Company agreed to provide certain administrative services for the Trust in exchange for an administrative services fee as described therein;
WHEREAS, pursuant to Section 5.05 of the Agreement, the Agreement may be amended by a written instrument executed by each of the Company and the Trust;
WHEREAS, in accordance with Section 10.02(c) of the Amended and Restated Trust Agreement dated as of April 23, 2012 among the Company, the Trust and The Corporation Trust Company (the “Trust Agreement”), the Trustee may amend the Agreement without the approval of the Trust unitholders, provided that such amendment would not materially increase the costs or expenses of the Trust or materially adversely affect the economic interests of Trust unitholders;
WHEREAS, the Company and the Trust desire to amend Section 5.01(a) of the Agreement to revise the events that would terminate the Agreement in order to permit the Trust to continue to receive services from the Company as are necessary to fulfill the purposes of the Trust as set forth in Section 2.02 of the Trust Agreement, until the Trust is finally liquidated and wound up in accordance with Section 9.03 of the Trust Agreement;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and conditions herein set forth, the Company and the Trust hereby agree as follows:
Section 1. Amendments.
Section 5.01(a) of the Agreement is hereby amended and restated in its entirety to read as follows:
“(a) This Agreement shall become effective on the date of this Agreement and shall continue until the date (the “Termination Date”) that is the earliest of:
(i) the date the Trust is finally wound up and liquidated in accordance with Section 9.03 of the Trust Agreement;
(ii) the date that all of the Conveyances have been terminated;
(iii) the date that either the Company or the Trustee may designate by delivering a written notice no less than 90 days prior to such date; provided, that the
Company’s drilling obligations under the Development Agreement shall have been completed by such date; provided, further, that the Company shall not terminate this Agreement except in connection with the Company’s transfer of some or all of the Subject Interests (as defined in the Conveyances) and then only with respect to the Services to be provided with respect to the Subject Interests being transferred, and only upon the delivery to the Trustee of an agreement of the transferee of such Subject Interests, reasonably satisfactory to the Trustee, in which such transferee assumes the responsibility to perform the Services relating to the Subject Interests being transferred; and
(iv) the date as mutually agreed in writing by the Parties.”
Section 2. Effect of Amendment. Except as expressly modified and amended herein, all of the terms and conditions of the Agreement shall remain in full force and effect.
Section 3. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PRINCIPLES THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.
[Signature page follows.]
IN WITNESS WHEREOF, this Amendment has been signed by the parties hereto as of the day and year first above written.
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SANDRIDGE ENERGY, INC.
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By:
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/s/ Michael Johnson
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Name: Michael Johnson
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Title: Senior Vice President and Chief Financial Officer
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SANDRIDGE MISSISSIPPIAN TRUST II
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By:
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The Bank of New York Mellon Trust Company, N.A., as Trustee
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By:
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/s/ Sarah Newell
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Name: Sarah Newell
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Title: Vice President
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[Signature Page to Amendment No. 1 to Administrative Services Agreement]