Black Stone Minerals, L.P. (NYSE:BSM) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive Agreement
On May26, 2017, Black Stone Minerals, L.P., a Delaware limited
partnership (the Partnership), and Black Stone Minerals GP,
L.L.C., a Delaware limited liability company (the General
Partner) entered into an Equity Distribution Agreement (the
Equity Distribution Agreement) with Wells Fargo Securities, LLC,
Merrill Lynch, Pierce, Fenner Smith Incorporated, and UBS
Securities LLC, as sales agents (each a Sales Agent and
collectively the Sales Agents). to the terms of the Equity
Distribution Agreement, the Partnership may sell from time to
time through the Sales Agents the Partnerships common units
representing limited partner interests having an aggregate
offering price of up to $100,000,000 (the Common Units). Sales of
Common Units, if any, may be made in negotiated transactions or
transactions that are deemed to be at the market offerings as
defined in Rule 415 under the Securities Act of 1933, as amended
(the Securities Act), including sales made directly on the New
York Stock Exchange or sales made to or through a market maker
other than on an exchange.
Under the terms of the Equity Distribution Agreement, the
Partnership may also sell Common Units to one or more of the
Sales Agents as principal for its own account at a price to be
agreed upon at the time of sale. Any sale of Common Units to a
Sales Agent as principal would be to the terms of a separate
agreement between the Partnership and such Sales Agent.
The Partnership intends to use the net proceeds from any sales to
the Equity Distribution Agreement, after deducting the Sales
Agents commissions and the Partnerships offering expenses for
general partnership purposes, which may include, among other
things, repayment of indebtedness outstanding under the
Partnerships credit facility.
The Common Units will be issued to the Partnerships existing
effective shelfregistration statement on Form S-3 (File
No.333-215857), which was declared effective by the Securities
and Exchange Commission on February8, 2017, and a prospectus
supplement thereto.
The Equity Distribution Agreement contains customary
representations, warranties and agreements by the Partnership and
the General Partner, indemnification obligations of the
Partnership, the General Partner, and the Sales Agents, including
for liabilities under the Securities Act, other obligations of
the parties and termination provisions. The foregoing description
of the Equity Distribution Agreement does not purport to be
complete and is qualified in its entirety by reference to the
full text of the Equity Distribution Agreement, a copy of which
is filed herewith as Exhibit 1.1 and is incorporated by reference
herein. Legal opinions relating to the Common Units are filed
herewith as Exhibits 5.1 and 8.1.
The Sales Agents and certain of their affiliates have from time
to time performed, and may in the future perform, various
financial advisory and commercial and investment banking services
for the Partnership and its affiliates, for which they have
received and in the future will receive customary compensation
and expense reimbursement. Affiliates of certain of the Sales
Agents are lenders under the Partnerships credit facility. To the
extent the Partnership uses proceeds from this offering to repay
indebtedness under the Partnerships credit facility, such
affiliates may receive proceeds from the offering.
Item9.01 Financial Statements and Exhibits.
| (d) | Exhibit |
|
Exhibit Number |
Description |
|
| 1.1 |
Equity Distribution Agreement, dated May 26, 2017, by and among Black Stone Minerals, L.P., Black Stone Minerals GP, L.L.C., and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner Smith Incorporated, and UBS Securities LLC. |
|
| 5.1 |
Opinion of Vinson Elkins L.L.P. as to the legality of the offered Common Units. |
|
| 8.1 | Opinion of Vinson Elkins L.L.P. regarding tax matters. | |
| 23.1 |
Consent of Vinson Elkins L.L.P. (included in its opinions filed as Exhibit 5.1 and Exhibit 8.1). |
2
About Black Stone Minerals, L.P. (NYSE:BSM)
Black Stone Minerals, L.P. is an owner of oil and natural gas mineral interests in the United States. The Company’s principal business is maximizing the value of its existing portfolio of mineral and royalty assets through active management and expanding its asset base through acquisitions of additional mineral and royalty interests. As of December 31, 2016, it owned mineral interests in approximately 15.5 million acres, with an average 45.7% ownership interest in that acreage. As of December 31, 2016, it also owned nonparticipating royalty interests in 1.5 million acres and overriding royalty interests in 1.5 million acres. As of December 31, 2016, these non-cost-bearing interests, which it referred to collectively as its mineral and royalty interests, included ownership in 50,000 producing wells. As of December 31, 2016, its mineral and royalty interests were located in 41 states and in 64 onshore basins in the continental United States. Black Stone Minerals, L.P. (NYSE:BSM) Recent Trading Information
Black Stone Minerals, L.P. (NYSE:BSM) closed its last trading session up +0.17 at 16.53 with 96,667 shares trading hands.