|
Delaware
|
|
001-37362
|
|
47-1846692
|
|
|
(State or other jurisdiction
|
|
(Commission File Number)
|
|
(I.R.S. Employer
|
|
|
of incorporation or organization)
|
|
|
|
Identification No.)
|
|
|
1001 Fannin Street, Suite 2020
Houston, Texas
|
|
77002
|
|
|
(Address of principal executive offices)
|
|
(Zip code)
|
|
o
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
o
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
o
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
o
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
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
o
|
|
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.
o
|
Exhibit Number
|
|
Description
|
|
Second Amendment to Fourth Amended and Restated Credit Agreement among Black Stone Minerals Company, L.P., as Borrower, Black Stone Minerals, L.P., as Parent MLP, Wells Fargo Bank, National Association, as Administrative Agent, and a syndicate of lenders dated as of October 31, 2018.
|
|
|
|
|
|
Black Stone Minerals, L.P. Press Release, dated November 5, 2018
|
|
BLACK STONE MINERALS, L.P.
|
|||
|
|
|
||
|
By:
|
Black Stone Minerals GP, L.L.C.,
its general partner
|
|
|
|
|
|
|
|
Date: November 5, 2018
|
By:
|
/s/ Steve Putman
|
|
|
|
|
Steve Putman
|
|
|
|
|
Senior Vice President, General Counsel, and Secretary
|
|
Exhibit Number
|
|
Description
|
|
Second Amendment to Fourth Amended and Restated Credit Agreement among Black Stone Minerals Company, L.P., as Borrower, Black Stone Minerals, L.P., as Parent MLP, Wells Fargo Bank, National Association, as Administrative Agent, and a syndicate of lenders dated as of October 31, 2018.
|
|
|
|
|
|
Black Stone Minerals, L.P. Press Release, dated November 5, 2018
|
Aggregate Elected Commitment Utilization Grid
|
|||||
|
<25%
|
>
25%
<50%
|
>
50%
<75%
|
>
75%
<90%
|
>
90%
|
Eurodollar Margin
|
1.75%
|
2.00%
|
2.25%
|
2.50%
|
2.75%
|
Base Rate
Margin
|
0.75%
|
1.00%
|
1.25%
|
1.50%
|
1.75%
|
Name of Lender
|
Percentage Share
|
Maximum Credit Amount
|
Elected Revolving Commitment
|
|||||
Wells Fargo Bank, National Association
|
18.333333334
|
%
|
|
$183,333,333.34
|
|
|
$123,750,000.00
|
|
Bank of America, N.A.
|
12.500000000
|
%
|
|
$125,000,000.00
|
|
|
$84,375,000.00
|
|
Compass Bank
|
12.500000000
|
%
|
|
$125,000,000.00
|
|
|
$84,375,000.00
|
|
JPMorgan Chase Bank, N.A.
|
10.000000000
|
%
|
|
$100,000,000.00
|
|
|
$67,500,000.00
|
|
Natixis, New York Branch
|
8.333333333
|
%
|
|
$83,333,333.33
|
|
|
$56,250,000.00
|
|
ZB Bank, N.A., dba Amegy Bank, National Association
|
6.666666667
|
%
|
|
$66,666,666.67
|
|
|
$45,000,000.00
|
|
The Bank of Nova Scotia, Houston Branch
|
6.666666667
|
%
|
|
$66,666,666.67
|
|
|
$45,000,000.00
|
|
IBERIABANK
|
5.000000000
|
%
|
|
$50,000,000.00
|
|
|
$33,750,000.00
|
|
ABN AMRO Capital USA LLC
|
5.000000000
|
%
|
|
$50,000,000.00
|
|
|
$33,750,000.00
|
|
Comerica Bank
|
5.000000000
|
%
|
|
$50,000,000.00
|
|
|
$33,750,000.00
|
|
KeyBank, National Association
|
3.333333333
|
%
|
|
$33,333,333.33
|
|
|
$22,500,000.00
|
|
Texas Capital Bank, N.A.
|
3.333333333
|
%
|
|
$33,333,333.33
|
|
|
$22,500,000.00
|
|
BOKF, NA dba Bank of Texas
|
3.333333333
|
%
|
|
$33,333,333.33
|
|
|
$22,500,000.00
|
|
TOTAL
|
100.000000000
|
%
|
|
$1,000,000,000.00
|
|
|
$675,000,000.00
|
|
|
Exhibit 99.1
News
For Immediate Release
|
•
|
Reported total quarterly production of 48.3 Mboe/d in the third quarter of 2018, an increase of 8% over the second quarter of 2018.
|
•
|
Reported oil and gas revenues of $145.8 million, lease bonus and other income of $12.4 million, and net income of $60.8 million for the quarter.
|
•
|
Generated Adjusted EBITDA of $114.2 million, a 14% increase from the amount reported for the second quarter of 2018 and a 47% increase over the amount reported for the comparable period in 2017.
|
•
|
Previously announced distributions to common and subordinated units attributable to the third quarter of 2018 of $0.37 per unit or $1.48 annualized, a 10% increase over the prior quarter.
|
•
|
Reported distributable cash flow of $100.8 million, resulting in distribution coverage for all units of 1.3x at the increased distribution level.
|
•
|
Approved a $75 million common unit repurchase program.
|
•
|
Acquired $73.5 million in mineral and royalty assets for cash and equity during the third quarter.
|
•
|
Effective October 31, 2018, secured a $75 million increase in the credit facility borrowing base to a total of $675 million.
|
Oil Hedge Position
|
|
|
|
|
|
|
|
Oil Swap
|
Oil Swap Price
|
|
Oil Costless Collars
|
Collar Floor
|
Collar Ceiling
|
|
MBbl
|
$/Bbl
|
|
MBbl
|
$/Bbl
|
$/Bbl
|
4Q18
|
854
|
$55.18
|
|
|
|
|
1Q19
|
645
|
$58.66
|
|
60
|
$65.00
|
$74.00
|
2Q19
|
645
|
$58.66
|
|
60
|
$65.00
|
$74.00
|
3Q19
|
645
|
$58.20
|
|
60
|
$65.00
|
$74.00
|
4Q19
|
645
|
$58.20
|
|
60
|
$65.00
|
$74.00
|
1Q20
|
|
|
|
210
|
$55.00
|
$70.85
|
2Q20
|
|
|
|
210
|
$55.00
|
$70.85
|
3Q20
|
|
|
|
210
|
$55.00
|
$70.85
|
4Q20
|
|
|
|
210
|
$55.00
|
$70.85
|
Gas Hedge Position
|
|
|
|
Gas Swap
|
Gas Swap
|
|
MMcf
|
$/MMcf
|
4Q18
|
13,630
|
$3.01
|
1Q19
|
9,000
|
$2.86
|
2Q19
|
9,060
|
$2.86
|
3Q19
|
9,120
|
$2.86
|
4Q19
|
9,120
|
$2.86
|
•
|
The Development Partners have reimbursed Black Stone for 100% of the drilling costs and will pay 75% of the testing and completion costs for the PepperJack A#1 well in exchange for a 75% working interest in that well;
|
•
|
Black Stone received cash for lease options covering Black Stone minerals and leases as well as an overriding royalty interest in the PepperJack prospect area;
|
•
|
The Development Partners will begin completion operations on PepperJack A#1 well in the fourth quarter of 2018, with Black Stone participating as a 25% working interest owner;
|
•
|
The Development Partners may elect to conduct a 3-D seismic survey covering the PepperJack prospect area following a successful completion of the PepperJack A#1 well, with the majority of Black Stone's pro rata costs related to such a survey to be carried by the Development Partners; and
|
•
|
Following interpretation of the 3-D seismic survey, the Development Partners can elect to begin a continuous development program within the PepperJack prospect area requiring a set number of wells per year. If the consortium elects not to develop the prospect, Black Stone is free to market the prospect (except for the PepperJack A#1 well to be retained by the owners thereof) to other operators.
|
•
|
the Partnership’s ability to execute its business strategies;
|
•
|
the volatility of realized oil and natural gas prices;
|
•
|
the level of production on the Partnership’s properties;
|
•
|
regional supply and demand factors, delays, or interruptions of production;
|
•
|
the Partnership’s ability to replace its oil and natural gas reserves; and
|
•
|
the Partnership’s ability to identify, complete, and integrate acquisitions.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
REVENUE
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Oil and condensate sales
|
|
$
|
82,712
|
|
|
$
|
41,361
|
|
|
$
|
232,920
|
|
|
$
|
119,097
|
|
Natural gas and natural gas liquids sales
|
|
63,080
|
|
|
45,047
|
|
|
170,179
|
|
|
142,651
|
|
||||
Lease bonus and other income
|
|
12,440
|
|
|
12,044
|
|
|
28,616
|
|
|
37,082
|
|
||||
Revenue from contracts with customers
|
|
158,232
|
|
|
98,452
|
|
|
431,715
|
|
|
298,830
|
|
||||
Gain (loss) on commodity derivative instruments
|
|
(18,514
|
)
|
|
(9,341
|
)
|
|
(68,194
|
)
|
|
35,387
|
|
||||
TOTAL REVENUE
|
|
139,718
|
|
|
89,111
|
|
|
363,521
|
|
|
334,217
|
|
||||
OPERATING (INCOME) EXPENSE
|
|
|
|
|
|
|
|
|
|
|
||||||
Lease operating expense
|
|
4,229
|
|
|
4,569
|
|
|
12,767
|
|
|
12,906
|
|
||||
Production costs and ad valorem taxes
|
|
17,641
|
|
|
11,549
|
|
|
46,939
|
|
|
35,314
|
|
||||
Exploration expense
|
|
34
|
|
|
8
|
|
|
6,782
|
|
|
616
|
|
||||
Depreciation, depletion, and amortization
|
|
29,273
|
|
|
29,204
|
|
|
88,135
|
|
|
84,483
|
|
||||
General and administrative
|
|
22,083
|
|
|
17,305
|
|
|
60,416
|
|
|
51,998
|
|
||||
Accretion of asset retirement obligations
|
|
278
|
|
|
260
|
|
|
820
|
|
|
760
|
|
||||
(Gain) loss on sale of assets, net
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(931
|
)
|
||||
TOTAL OPERATING EXPENSE
|
|
73,538
|
|
|
62,895
|
|
|
215,857
|
|
|
185,146
|
|
||||
INCOME (LOSS) FROM OPERATIONS
|
|
66,180
|
|
|
26,216
|
|
|
147,664
|
|
|
149,071
|
|
||||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
||||||||
Interest and investment income
|
|
53
|
|
|
(9
|
)
|
|
123
|
|
|
30
|
|
||||
Interest expense
|
|
(5,518
|
)
|
|
(4,172
|
)
|
|
(15,319
|
)
|
|
(11,660
|
)
|
||||
Other income (expense)
|
|
60
|
|
|
(1
|
)
|
|
(1,046
|
)
|
|
352
|
|
||||
TOTAL OTHER EXPENSE
|
|
(5,405
|
)
|
|
(4,182
|
)
|
|
(16,242
|
)
|
|
(11,278
|
)
|
||||
NET INCOME (LOSS)
|
|
60,775
|
|
|
22,034
|
|
|
131,422
|
|
|
137,793
|
|
||||
Net (income) loss attributable to noncontrolling interests
|
|
(22
|
)
|
|
20
|
|
|
(1
|
)
|
|
27
|
|
||||
Distributions on Series A redeemable preferred units
|
|
—
|
|
|
(666
|
)
|
|
(25
|
)
|
|
(2,452
|
)
|
||||
Distributions on Series B cumulative convertible preferred units
|
|
(5,250
|
)
|
|
—
|
|
|
(15,750
|
)
|
|
—
|
|
||||
NET INCOME (LOSS) ATTRIBUTABLE TO THE GENERAL PARTNER AND COMMON AND SUBORDINATED UNITS
|
|
$
|
55,503
|
|
|
$
|
21,388
|
|
|
$
|
115,646
|
|
|
$
|
135,368
|
|
ALLOCATION OF NET INCOME (LOSS):
|
|
|
|
|
|
|
|
|
|
|
||||||
General partner interest
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Common units
|
|
29,188
|
|
|
16,371
|
|
|
71,037
|
|
|
83,989
|
|
||||
Subordinated units
|
|
26,315
|
|
|
5,017
|
|
|
44,609
|
|
|
51,379
|
|
||||
|
|
$
|
55,503
|
|
|
$
|
21,388
|
|
|
$
|
115,646
|
|
|
$
|
135,368
|
|
NET INCOME (LOSS) ATTRIBUTABLE TO LIMITED PARTNERS PER COMMON AND SUBORDINATED UNIT:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Per common unit (basic)
|
|
$
|
0.27
|
|
|
$
|
0.16
|
|
|
$
|
0.67
|
|
|
$
|
0.86
|
|
Weighted average common units outstanding (basic)
|
|
106,706
|
|
|
101,623
|
|
|
105,254
|
|
|
97,777
|
|
||||
Per subordinated unit (basic)
|
|
$
|
0.27
|
|
|
$
|
0.05
|
|
|
$
|
0.46
|
|
|
$
|
0.54
|
|
Weighted average subordinated units outstanding (basic)
|
|
96,329
|
|
|
95,388
|
|
|
96,021
|
|
|
95,269
|
|
||||
Per common unit (diluted)
|
|
$
|
0.27
|
|
|
$
|
0.16
|
|
|
$
|
0.67
|
|
|
$
|
0.86
|
|
Weighted average common units outstanding (diluted)
|
|
106,706
|
|
|
101,623
|
|
|
105,254
|
|
|
97,777
|
|
||||
Per subordinated unit (diluted)
|
|
$
|
0.27
|
|
|
$
|
0.05
|
|
|
$
|
0.46
|
|
|
$
|
0.54
|
|
Weighted average subordinated units outstanding (diluted)
|
|
96,329
|
|
|
95,388
|
|
|
96,021
|
|
|
95,269
|
|
||||
DISTRIBUTIONS DECLARED AND PAID:
|
|
|
|
|
|
|
|
|
||||||||
Per common unit
|
|
$
|
0.3375
|
|
|
$
|
0.3125
|
|
|
$
|
0.9625
|
|
|
$
|
0.8875
|
|
Per subordinated unit
|
|
$
|
0.3375
|
|
|
$
|
0.2088
|
|
|
$
|
0.7550
|
|
|
$
|
0.5763
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
(Unaudited)
(Dollars in thousands, except for realized prices and per Boe data)
|
||||||||||||||
Production:
|
|
|
|
|
|
|
|
|
|
|
||||||
Oil and condensate (MBbls)
|
|
1,251
|
|
|
911
|
|
|
3,623
|
|
|
2,597
|
|
||||
Natural gas (MMcf)
1
|
|
19,153
|
|
|
14,974
|
|
|
52,205
|
|
|
44,459
|
|
||||
Equivalents (MBoe)
|
|
4,443
|
|
|
3,407
|
|
|
12,324
|
|
|
10,007
|
|
||||
Equivalents/day (MBoe)
|
|
48.3
|
|
|
37.0
|
|
|
45.1
|
|
|
36.7
|
|
||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Oil and condensate sales
|
|
$
|
82,712
|
|
|
$
|
41,361
|
|
|
$
|
232,920
|
|
|
$
|
119,097
|
|
Natural gas and natural gas liquids sales
1
|
|
63,080
|
|
|
45,047
|
|
|
170,179
|
|
|
142,651
|
|
||||
Lease bonus and other income
|
|
12,440
|
|
|
12,044
|
|
|
28,616
|
|
|
37,082
|
|
||||
Revenue from contracts with customers
|
|
158,232
|
|
|
98,452
|
|
|
431,715
|
|
|
298,830
|
|
||||
Gain (loss) on commodity derivative instruments
|
|
(18,514
|
)
|
|
(9,341
|
)
|
|
(68,194
|
)
|
|
35,387
|
|
||||
Total revenue
|
|
$
|
139,718
|
|
|
$
|
89,111
|
|
|
$
|
363,521
|
|
|
$
|
334,217
|
|
Realized prices:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Oil and condensate ($/Bbl)
|
|
$
|
66.12
|
|
|
$
|
45.39
|
|
|
$
|
64.29
|
|
|
$
|
45.87
|
|
Natural gas ($/Mcf)
1
|
|
3.29
|
|
|
3.01
|
|
|
3.26
|
|
|
3.21
|
|
||||
Equivalents ($/Boe)
|
|
$
|
32.81
|
|
|
$
|
25.36
|
|
|
$
|
32.71
|
|
|
$
|
26.16
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Lease operating expense
|
|
$
|
4,229
|
|
|
$
|
4,569
|
|
|
$
|
12,767
|
|
|
$
|
12,906
|
|
Production costs and ad valorem taxes
|
|
17,641
|
|
|
11,549
|
|
|
46,939
|
|
|
35,314
|
|
||||
Exploration expense
|
|
34
|
|
|
8
|
|
|
6,782
|
|
|
616
|
|
||||
Depreciation, depletion, and amortization
|
|
29,273
|
|
|
29,204
|
|
|
88,135
|
|
|
84,483
|
|
||||
General and administrative
|
|
22,083
|
|
|
17,305
|
|
|
60,416
|
|
|
51,998
|
|
||||
Per Boe:
|
|
|
|
|
|
|
|
|
||||||||
Lease operating expense (per working interest Boe)
|
|
$
|
2.99
|
|
|
$
|
3.19
|
|
|
$
|
3.27
|
|
|
$
|
3.06
|
|
Production costs and ad valorem taxes
|
|
3.97
|
|
|
3.39
|
|
|
3.81
|
|
|
3.53
|
|
||||
Depreciation, depletion, and amortization
|
|
6.59
|
|
|
8.57
|
|
|
7.15
|
|
|
8.44
|
|
||||
General and administrative
|
|
4.97
|
|
|
5.08
|
|
|
4.90
|
|
|
5.20
|
|
1
|
As a mineral-and-royalty-interest owner, Black Stone Minerals is often provided insufficient and inconsistent data on natural gas liquid ("NGL") volumes by its operators. As a result, the Partnership is unable to reliably determine the total volumes of NGLs associated with the production of natural gas on its acreage. Accordingly, no NGL volumes are included in our reported production; however, revenue attributable to NGLs is included in natural gas revenue and the calculation of realized prices for natural gas.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
(Unaudited)
(In thousands, except per unit amounts)
|
||||||||||||||
Net income
|
|
$
|
60,775
|
|
|
$
|
22,034
|
|
|
$
|
131,422
|
|
|
$
|
137,793
|
|
Adjustments to reconcile to Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation, depletion, and amortization
|
|
29,273
|
|
|
29,204
|
|
|
88,135
|
|
|
84,483
|
|
||||
Interest expense
|
|
5,518
|
|
|
4,172
|
|
|
15,319
|
|
|
11,660
|
|
||||
Income tax expense
|
|
(2
|
)
|
|
—
|
|
|
1,059
|
|
|
—
|
|
||||
Accretion of asset retirement obligations
|
|
278
|
|
|
260
|
|
|
820
|
|
|
760
|
|
||||
Equity–based compensation
|
|
9,596
|
|
|
7,675
|
|
|
24,947
|
|
|
18,614
|
|
||||
Unrealized (gain) loss on commodity derivative instruments
|
|
8,718
|
|
|
14,320
|
|
|
47,733
|
|
|
(23,048
|
)
|
||||
Adjusted EBITDA
|
|
114,156
|
|
|
77,665
|
|
|
309,435
|
|
|
230,262
|
|
||||
Adjustments to reconcile to distributable cash flow:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred revenue
|
|
(1
|
)
|
|
(701
|
)
|
|
1,300
|
|
|
(1,670
|
)
|
||||
Cash interest expense
|
|
(5,287
|
)
|
|
(3,946
|
)
|
|
(14,571
|
)
|
|
(10,999
|
)
|
||||
(Gain) loss on sale of assets, net
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(931
|
)
|
||||
Estimated replacement capital expenditures
1
|
|
(2,750
|
)
|
|
(3,250
|
)
|
|
(8,750
|
)
|
|
(10,250
|
)
|
||||
Cash paid to noncontrolling interests
|
|
(47
|
)
|
|
(24
|
)
|
|
(161
|
)
|
|
(90
|
)
|
||||
Preferred unit distributions
|
|
(5,250
|
)
|
|
(666
|
)
|
|
(15,775
|
)
|
|
(2,452
|
)
|
||||
Distributable cash flow
|
|
$
|
100,821
|
|
|
$
|
69,078
|
|
|
$
|
271,476
|
|
|
$
|
203,870
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total units outstanding
2
|
|
204,794
|
|
|
198,786
|
|
|
|
|
|
||||||
Distributable cash flow per unit
|
|
$
|
0.492
|
|
|
$
|
0.347
|
|
|
|
|
|
||||
Common unit price as of November 2, 2018
|
|
$
|
16.88
|
|
|
|
|
|
|
|
||||||
Implied distributable cash flow yield
|
|
11.7
|
%
|
|
|
|
|
|
|
1
|
On June 8, 2017, the Board approved a replacement capital expenditure estimate of $13.0 million for the period of April 1, 2017 to March 31, 2018. On April 27, 2018, the Board approved a replacement capital expenditure estimate of $11.0 million for the period of April 1, 2018 to March 31, 2019.
|
2
|
The distribution attributable to the
three months ended September 30, 2018
is estimated using
108,465,215
common units and
96,328,836
subordinated units as of
October 31, 2018
; the exact amount of the distribution attributable to the
three months ended September 30, 2018
will be determined based on units outstanding as of the record date of
November 14, 2018
. Distributions attributable to the three months ended September 30, 2017 were calculated using
103,398,042
common units and
95,388,424
subordinated units as of the record date of November 17, 2017.
|