Current Report Filing (8-k)
April 23 2020 - 4:16PM
Edgar (US Regulatory)
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): April 23, 2020
SANDRIDGE PERMIAN TRUST
(Exact
name of Registrant as specified in its charter)
Delaware
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001-35274
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45-6276683
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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.
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601 Travis Street, 16th Floor
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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:
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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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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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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:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Units of Beneficial Interest
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PER
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New York Stock Exchange
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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 2.02. Results of Operations and Financial Condition.
On April 23, 2020, SandRidge
Permian Trust (the “Trust”) issued a press release announcing that the quarterly distribution for the three-month period
ended March 31, 2020 (which primarily relates to production attributable to the Trust’s interests from December 1, 2019 to
February 29, 2020) of approximately $3.73 million, or $0.071 per unit, will not be paid in May 2020 because Avalon Energy,
LLC (“Avalon”), as the assignor under the relevant conveyances relating to the oil and gas properties underlying the
Trust, has informed The Bank of New York Mellon Trust Company, N.A., the trustee of the Trust (the “Trustee”), that
Avalon is unable to pay on a timely basis the approximately $4.65 million it owes the Trust, which reflects the quarterly distribution
amount together with approximately $0.73 million of Trust expenses and $0.19 million to be withheld by the Trustee for the Trust’s
previously disclosed cash reserve for future known, anticipated or contingent expenses or liabilities of the Trust. Consequently,
the Trustee will not be able to make the quarterly distribution to unitholders in May. In accordance with the terms of the relevant
conveyances, the unpaid amount owed the Trust will accrue interest at the rate of interest per annum publicly announced from time
to time by The Bank of New York Mellon Trust Company, N.A. at its “prime rate” in effect at its principal office in
New York City until paid to the Trust. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated
herein by reference.
Pursuant to General Instruction
B.2 of Form 8-K and Securities and Exchange Commission Release No. 33-8176, the press release attached as Exhibit 99.1 is not “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section
and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, but instead is furnished
for purposes of that instruction.
ITEM 7.01. Regulation FD Disclosure.
The information
provided in Item 2.02 above is incorporated into this Item 7.01 by reference.
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 PERMIAN TRUST
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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:
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Sarah Newell
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Title:
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Vice President
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Date: April 23, 2020
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