On September 12, 2023, PNC Bank, National Association, as trustee (the “Trustee”) of San Juan Basin Royalty Trust (the
“Registrant”) announced that it has entered into an Agreement of Conditional Resignation (the “Agreement”) with Argent Trust Company, a Tennessee chartered trust company (“Argent”), pursuant to which the Trustee will be
resigning as trustee of the Registrant and will nominate Argent as successor trustee of the Registrant. The Trustee’s resignation as trustee, and Argent’s appointment as successor trustee, are subject to certain conditions set forth in the
agreement, including approval by the unitholders of the Registrant of (i) Argent’s appointment as successor trustee and (ii) amendments to the Indenture, as amended and restated, of the Registrant necessary to permit Argent to serve
as successor trustee and otherwise in connection with the resignation and appointment.
A copy of the press release issued by the
Registrant relating to the foregoing is attached as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
Forward-Looking Statements
Any statements in this Current Report on Form 8-K 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. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or
implied by such forward-looking statements. Factors or risks that could cause or contribute to such differences include, but are not limited to the inability of the Trustee to resign or Argent to assume duties as successor trustee due to the failure
to obtain necessary unitholder approval or the failure to satisfy other conditions set forth in the Agreement.
Actual results may differ
materially from those indicated by such forward-looking statements. In addition, the forward-looking statements included in the materials 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.
Additional Information and Where to Find It
In connection with the Trustee’s proposed resignation and nomination of Argent as successor trustee, the Registrant will file
with the SEC and furnish to the Registrant’s unitholders a proxy statement and other relevant documents. This Current Report on Form 8-K does not constitute a solicitation of any vote or approval. THE
REGISTRANT’S UNITHOLDERS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Unitholders will be able to obtain a free copy of documents filed
with the SEC at the SEC’s website at http://www.sec.gov. In addition, unitholders may obtain a free copy of the Registrant’s filings with the SEC from the Registrant’s website at http:// www.sjbrt.com or by
directing a request to the Trustee by calling (866) 809-4553.
The Registrant, the Trustee and the
Trustee’s directors, executive officers and certain other members of management and employees of the Trustee may be deemed “participants” in the solicitation of proxies from unitholders of the Registrant in favor of the proposed
transaction. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the unitholders of the Registrant in connection with the proposed transaction, and their direct or indirect
interests, by security holdings or otherwise, which may be different from those of the Registrant’s unitholders generally, will be set forth in the proxy statement and the other relevant documents to be filed with the SEC. You can find
information about the Trustee in the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
| Item 9.01. |
Financial Statements and Exhibits. |