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): January 17, 2019

 

VOC Energy Trust

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-35160

 

80-6183103

(State or other jurisdiction of incorporation
or organization)

 

(Commission File Number)

 

 (IRS Employer Identification No.)

 

The Bank of New York Mellon Trust Company, N.A., Trustee
Global Corporate Trust
601 Travis Street, Floor 16
Houston, Texas

 

77002

(Address of principal executive offices)

 

 (Zip Code)

 

Registrant’s telephone number, including area code: 1-512-236-6599

 

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 (see General Instruction A.2. below):

 

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 13e-4(c) 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

 

 

 


 

Item 2.02  Results of Operations and Financial Condition.

 

On January 17, 2019, VOC Energy Trust issued a press release announcing the Trust quarterly distribution for the payment period ended December 31, 2018.  A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

 

Pursuant to General Instruction B.2 of Form 8-K, 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 (the “Exchange Act”), is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing by VOC Energy Trust under the Exchange Act or the Securities Act of 1933, as amended, but is instead “furnished” for purposes of that instruction.

 

Item 9.01  Financial Statements and Exhibits.

 

(d)  Exhibits.

 

Exhibit No.

 

Description

 

 

 

99.1

 

VOC Energy Trust Press Release issued January 17, 2019.

 

 

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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 hereunto duly authorized.

 

 

VOC Energy Trust

 

 

 

 

By:

The Bank of New York Mellon Trust Company, N.A., as Trustee

 

 

 

 

 

 

Date: January 17, 2019

By:

/s/ Michael J. Ulrich

 

 

Michael J. Ulrich

 

 

Vice President

 

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Exhibit 99.1

 

VOC Energy Trust

 

VOC Energy Trust Announces Trust Quarterly Distribution

 

VOC ENERGY TRUST

The Bank of New York Mellon Trust Company, N.A., Trustee

 

NEWS RELEASE

 

FOR IMMEDIATE RELEASE

 

Houston, Texas, January 17, 2019 — VOC Energy Trust (NYSE Symbol — VOC) announced the Trust distribution of net profits for the fourth quarterly payment period ended December 31, 2018.

 

Unitholders of record on January 30, 2019 will receive a distribution amounting to $2,465,000 or $0.145 per unit, payable February 14, 2019.

 

Volumes, average sales prices and net profits for the payment period were:

 

Sales volumes:

 

 

 

Oil (Bbl)

 

127,081

 

Natural gas (Mcf)

 

77,731

 

Total (BOE)

 

140,036

 

Average sales prices:

 

 

 

Oil (per Bbl)

 

$

63.18

 

Natural gas (per Mcf)

 

$

3.37

 

Gross proceeds:

 

 

 

Oil sales

 

$

8,028,371

 

Natural gas sales

 

262,183

 

Total gross proceeds

 

$

8,290,554

 

Costs:

 

 

 

Lease operating expenses

 

$

3,245,801

 

Production and property taxes

 

754,851

 

Development expenses

 

1,027,239

 

Total costs

 

$

5,027,891

 

Net proceeds

 

$

3,262,663

 

Percentage applicable to Trust’s Net Profits Interest

 

 80

%

Net profits interest

 

$

2,610,130

 

Increase in cash reserve held by VOC Brazos Energy Partners, L.P.

 

0

 

Total cash proceeds available for the Trust

 

$

2,610,130

 

Provision for estimated Trust expenses

 

(145,130

)

Net cash proceeds available for distribution

 

$

2,465,000

 

 

VOC Brazos Energy Partners, L.P. (“VOC Brazos”) has reported to the Trustee that it has entered into a joint venture agreement with MD America Energy, LLC (“MD America”) to develop the lower EagleBine interval, also referred to as the Lower Woodbine Organic Shale (“LWOS”), within the north half of the Kurten Woodbine Unit (the “North Contract Area”).  Under the terms of the joint venture agreement, MD America may carry VOC Brazos for its share of drilling and completion costs for up to four LWOS wells (the “MD Earning Wells”), with the first MD Earning Well to be spud by December 31, 2018 and the fourth MD Earning Well to be spud

 


 

by November 20, 2020.  In exchange, MD America has the opportunity to earn a working interest representing 50% of VOC Brazos’ interest in each MD Earning Well and up to a 50% interest in VOC Brazos’ acreage in the North Contract Area. After the MD Earning Wells are completed, MD America also has the right to propose and drill up to three LWOS wells per year.  MD America spudded the first MD Earning Well on November 20, 2018 and, as of the date of this press release, MD America has also drilled and set production casing with completion expected to occur later this year.  The joint venture agreement with MD America covering the North Contract Area is separate from the previously reported joint venture agreement with Hawkwood Energy East Texas, LLC (“Hawkwood Energy”) to develop the LWOS within the south half of the Kurten Woodbine Unit (the “South Contract Area”), whereby Hawkwood Energy may carry VOC Brazos for its share of drilling and completion costs for up to four LWOS wells (the “Hawkwood Earning Wells”).

 

VOC Brazos is evaluating the potential economic benefits associated with development of the LWOS and pad drilling in the upper EagleBine interval. If these activities are pursued, with the exception of the MD and Hawkwood Earning Wells in which MD America and Hawkwood Energy would carry VOC Brazos for its share of drilling and completion costs, such activities would result in increased development costs burdening the net profits interest of the Trust relative to historical development costs. As a result of such increased development costs, cash available for distributions by the Trust would be temporarily reduced until anticipated production from the various development efforts in the Kurten Woodbine Unit can be brought on-line. To address these emerging opportunities, VOC Brazos will continue to evaluate the appropriate strategy and capital plan to fund development for the Trust.

 

This press release contains forward-looking statements. Although VOC Brazos has advised the Trust that VOC Brazos believes that the expectations contained in this press release are reasonable, no assurances can be given that such expectations will prove to be correct. The announced distributable amount is based on the amount of cash received or expected to be received by the Trustee from the underlying properties on or prior to the record date with respect to the quarter ended December 31, 2018.  Any differences in actual cash receipts by the Trust could affect this distributable amount. Other important factors that could cause these statements to differ materially include the actual results of drilling operations, risks inherent in drilling and production of oil and gas properties, the ability of commodity purchasers to make payment, and other risk factors described in the Trust’s Form 10-K for the year ended December 31, 2017 filed with the Securities and Exchange Commission. Statements made in this press release are qualified by the cautionary statements made in these risk factors. The Trust does not intend, and assumes no obligation, to update any of the statements included in this press release.

 

Contact:

VOC Energy Trust

 

The Bank of New York Mellon Trust Company, N.A., as Trustee

 

Mike Ulrich

 

(512) 236-6599

 

601 Travis Street, Floor 16, Houston, TX 77002

 

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