Attached files
| file | filename |
|---|---|
| EX-1.1 - EX-1.1 - Permianville Royalty Trust | d85587exv1w1.htm |
| EX-1.2 - EX-1.2 - Permianville Royalty Trust | d85587exv1w2.htm |
| EX-3.1 - EX-3.1 - Permianville Royalty Trust | d85587exv3w1.htm |
| EX-10.2 - EX-10.2 - Permianville Royalty Trust | d85587exv10w2.htm |
| EX-10.3 - EX-10.3 - Permianville Royalty Trust | d85587exv10w3.htm |
| EX-10.1 - EX-10.1 - Permianville Royalty Trust | d85587exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 2, 2011
ENDURO ROYALTY TRUST
(Exact name of Registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation) |
1-35333 (Commission File Number) |
45-6259461 (IRS Employer Identification Number) |
919 Congress Avenue, Suite 500
Austin, Texas 78701
(Address of principal executive offices, including zip code)
Austin, Texas 78701
(Address of principal executive offices, including zip code)
(512) 236-6599
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
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:
| 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)) |
Item 1.01 Entry into a Material Definitive Agreement.
Underwriting Agreement
On November 2, 2011, Enduro Royalty Trust (the “Trust”) entered into an Underwriting Agreement
(the “Underwriting Agreement”), by and among Enduro Resource Partners LLC (“Enduro”), the Trust and
the underwriters named therein (the “Underwriters”), with respect to the offer and sale (the
“Offering”) by Enduro of 13,200,000 trust units representing beneficial interests in the Trust
(“Trust Units”) at a price of $22.00 per Trust Unit ($20.625 per Trust Unit, net of underwriting
discounts and commissions). Pursuant to the Underwriting Agreement, Enduro also granted the
Underwriters an option for a period of 30 days to purchase up to an additional 1,980,000 Trust
Units to cover over-allotments, if any, on the same terms. The Trust will not receive any proceeds
from the Offering.
The material terms of the Offering are described in the prospectus, dated November 2, 2011
(the “Prospectus”), filed by the Trust and Enduro with the United States Securities and Exchange
Commission (the “Commission”) on November 4, 2011 pursuant to Rule 424(b)(1) under the Securities
Act of 1933, as amended (the “Securities Act”). The Offering is registered with the Commission
pursuant to a Registration Statement on Form S-1, as amended (File No. 333-174225), initially filed
by the Trust and Enduro on May 16, 2011.
The Underwriting Agreement contains customary representations, warranties and agreements of
the Trust, and customary conditions to closing, obligations of the parties and termination
provisions. The Trust has agreed to indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act, or to contribute to payments the Underwriters may
be required to make because of any of those liabilities.
As more fully described in the section entitled “Underwriting” in the Prospectus, certain of
the Underwriters and their respective affiliates have, from time to time, performed, and may in the
future perform, various financial advisory and investment banking services for the Trust, for which
they received or will receive customary expenses.
The foregoing description is not complete and is qualified in its entirety by reference to the
full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on
Form 8-K and incorporated in this Item 1.01 by reference.
Conveyance of Net Profits Interest
Effective November 8, 2011, Enduro Operating LLC, a Texas limited liability company and a
wholly owned subsidiary of Enduro (“Enduro Operating”), and Enduro Texas LLC, a Texas limited
liability company and a wholly owned subsidiary of Enduro (“Enduro Texas”), merged, with each
entity surviving the merger. By virtue of the merger, Enduro Texas will retain all rights, title
and interest to 80% of the net profits interest (the “Net Profits Interest”) in certain oil and
natural gas properties in Texas, Louisiana and New Mexico. Enduro Operating and Enduro Texas have
entered into a Conveyance of Net Profits Interest, dated effective as of July 1, 2011 (the
“Conveyance”), to effect the transfer of the Net Profits Interest from Enduro Operating to Enduro
Texas. The description of the Net Profits Interest and the Conveyance contained in the section
entitled “Computation of Net Profits” of the Prospectus is incorporated herein by reference.
On November 8, 2011, the merger (the “Trust Merger”) of Enduro Texas with and into the Trust
pursuant to that certain Agreement and Plan of Merger, dated November 3, 2011 (the “Trust Merger
Agreement”), became effective. Under the terms of the Trust Merger Agreement, the Trust will
continue as the surviving entity, and the limited liability company interest in Enduro Texas held
by Enduro prior to the effective time of the Trust Merger converted into the right to receive
33,000,000 Trust Units. Further, by virtue of the Trust Merger, the Trust will retain all rights,
title and interest to the Net Profits Interest (including the right to enforce the Conveyance
against Enduro Operating, as grantor). On November 8, 2011, the Trust, Enduro Operating and Enduro
Texas entered into a Supplement to Conveyance of Net Profits Interest (the “Conveyance Supplement”)
to acknowledge that The Bank of New York Mellon Trust Company, N.A., as trustee of the Trust (the
“Trustee”), will be deemed the grantee under the Conveyance and a party thereto.
The foregoing description is not complete and is qualified in its entirety by reference to the
full text of the Trust Merger Agreement, the Conveyance and the Conveyance Supplement which are
filed as Exhibits 1.2, 10.1 and 10.2, respectively, to this Current Report on Form 8-K and
incorporated in this Item 1.01 by reference.
Registration Rights Agreement
On November 8, 2011, the Trust and Enduro entered into a Registration Rights Agreement (the
“Registration Rights Agreement”), pursuant to which Enduro, its affiliates and any transferee of
Enduro’s Trust Units would be entitled, beginning 180 days after the date of the Registration
Rights Agreement, to demand that the Trust use its reasonable best efforts to effect the
registration of such holders’ Trust Units under the Securities Act. The holders are entitled to
demand a maximum of five such registrations. The description of the Registration Rights Agreement
contained in the section entitled “Trust Units Eligible for Future Sale — Registration Rights” of
the Prospectus is incorporated herein by reference.
The foregoing description is not complete and is qualified in its entirety by reference to the
full text of the Registration Rights Agreement, which is filed as Exhibit 10.3 to this Current
Report on Form 8-K and incorporated in this Item 1.01 by reference.
Item 3.02 Unregistered Sale of Equity Securities.
The information set forth under Item 1.01 regarding the issuance of Trust Units under the
Trust Merger Agreement is incorporated in this Item 3.02 by reference. The issuance was made in
reliance on the exemption from registration provided by Section 4(2) of the Securities Act.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the closing of the transactions contemplated by the Underwriting Agreement,
on November 3, 2011, Enduro, Wilmington Trust Company, as Delaware trustee of the Trust, and the
Trustee entered into an Amended and Restated Trust Agreement (the “Amended and Restated Trust
Agreement”). A description of the Amended and Restated Trust Agreement is contained in the section
entitled “Description of the Trust Agreement” of the Prospectus and is incorporated herein by
reference.
The foregoing description is not complete and is qualified in its entirety by reference to the
full text of the Amended and Restated Trust Agreement, which is filed as Exhibit 3.1 to this
Current Report on Form 8-K and incorporated in this Item 5.03 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
1.1
|
Underwriting Agreement dated as of November 2, 2011 among Enduro Resource Partners LLC, Enduro Royalty Trust and Barclays Capital Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co., RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. | |
1.2
|
Agreement and Plan of Merger, dated as of November 3, 2011, by and between Enduro Texas LLC and Enduro Royalty Trust. | |
3.1
|
Amended and Restated Trust Agreement of Enduro Royalty Trust, dated November 3, 2011, among Enduro Resource Partners LLC, Wilmington Trust Company, as Delaware trustee of Enduro Royalty Trust, and The Bank of New York Mellon Trust Company, N.A., as trustee of Enduro Royalty Trust. | |
10.1
|
Conveyance of Net Profits Interest, dated effective as of July 1, 2011, by and between Enduro Operating LLC and Enduro Texas LLC. |
| Exhibit No. | Description | |
10.2
|
Supplement to Conveyance of Net Profits Interest, dated as of November 8, 2011, by and among Enduro Operating LLC, Enduro Texas LLC and Enduro Royalty Trust. | |
10.3
|
Registration Rights Agreement, dated as of November 8, 2011, by and between Enduro Resource Partners LLC and Enduro Royalty Trust. |
SIGNATURE
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.
| Enduro Royalty Trust |
||||
| By: | The Bank of New York Mellon Trust Company, | |||
| N.A., as Trustee | ||||
| By: | /s/ Michael J. Ulrich | |||
| Michael J. Ulrich | ||||
| Vice President | ||||
Date: November 8, 2011
Exhibit Index
| Exhibit No. | Description | |
1.1
|
Underwriting Agreement dated as of November 2, 2011 among Enduro Resource Partners LLC, Enduro Royalty Trust and Barclays Capital Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co., RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. | |
1.2
|
Agreement and Plan of Merger, dated as of November 3, 2011, by and between Enduro Texas LLC and Enduro Royalty Trust. | |
3.1
|
Amended and Restated Trust Agreement of Enduro Royalty Trust, dated November 3, 2011, among Enduro Resource Partners LLC, Wilmington Trust Company, as Delaware trustee of Enduro Royalty Trust, and The Bank of New York Mellon Trust Company, N.A., as trustee of Enduro Royalty Trust. | |
10.1
|
Conveyance of Net Profits Interest, dated effective as of July 1, 2011, by and between Enduro Operating LLC and Enduro Texas LLC. | |
10.2
|
Supplement to Conveyance of Net Profits Interest, dated as of November 8, 2011, by and among Enduro Operating LLC, Enduro Texas LLC and Enduro Royalty Trust. | |
10.3
|
Registration Rights Agreement, dated as of November 8, 2011, by and between Enduro Resource Partners LLC and Enduro Royalty Trust. |