SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): July 1, 2020

 

 

BP PRUDHOE BAY ROYALTY TRUST

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware		1-10243		13-6943724
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
The Bank of New York Mellon Trust Company, N. A. 601 Travis Street, Floor 16, Houston, Texas				77002
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s telephone number, including area code: (713) 483-6060

 

 

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:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units of Beneficial Interest		BPT		New York Stock Exchange

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  ☐

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 July 6, 2020, BP Prudhoe Bay Royalty Trust issued a press release announcing no quarterly unit payment to unitholders of record on July 17, 2020 of BP Prudhoe Bay Royalty Trust. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This Report on Form 8-K is being furnished pursuant to Item 2.02, Results of Operations and Financial Condition. The information furnished is not deemed “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.

SECTION 8 – OTHER EVENTS

 

Item 8.01.

Other Events

On July 1, 2020, BP plc announced the completion of the “upstream” part of its planned $5.6 billion sale of assets and operations in Alaska to Hilcorp Alaska, including the transfer of leases in the Prudhoe Bay oil field and Point Thomson gas field. The completed portion of the sale also includes the previously announced acquisition by Hilcorp Alaska of BP’s interest in BP Exploration (Alaska) Inc. (“BPXA”), that owns all of BP’s upstream oil and gas interest in Alaska (including oil and gas leases in the Prudhoe Bay field). The sale involving BP’s “midstream” assets, including its interest in the Trans Alaska Pipeline System (TAPS), remains subject to Alaska state regulatory review, which is expected to be completed in September 2020. On July 1, 2020, BPXA, a Delaware corporation, converted to a Delaware limited liability company and changed its name to “Hilcorp North Slope, LLC”.

A copy of BP’s press release is attached to this report as Exhibit 99.2 and is incorporated herein by reference.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

 

Item 9.01.

Financial Statements and Exhibits

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits:

 

		99.1		BP Prudhoe Bay Royalty Trust press release issued July 6, 2020.
		99.2		BP press release issued July 1, 2020

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.

 

Date: July 6, 2020

 

 

2

Exhibit 99.1

EXHIBIT 99.1

BP PRUDHOE BAY ROYALTY TRUST

ANNOUNCES NO UNIT PAYMENT FOR SECOND QUARTER 2020

July 6, 2020, Houston, TX

This is to advise you that BP Prudhoe Bay Royalty Trust (NYSE Symbol: BPT) announces that the dividend information for the Second Quarter of 2020 is as follows:

 

Ex-Dividend Date:		July 16, 2020
Record Date:		July 17, 2020
Payable Date:		July 22, 2020
Dividend Rate:		$0.0000000 per Unit*

 

*	Actual average daily production for the quarter was 72,629 BBLS.

As provided in the Trust Agreement of the Trust, the quarterly royalty payment by BP Alaska to the Trust is the sum of the individual revenues attributed to the Trust as calculated each day during the quarter. The amount of such revenues is obtained by multiplying Royalty Production for each day in the calendar quarter by the Per Barrel Royalty for that day. Pursuant to the Trust Agreement, the Per Barrel Royalty for any day is the WTI Price for the day less the sum of (i) Chargeable Costs multiplied by the Cost Adjustment Factor and (ii) Production Taxes. As discussed in Item 1A “RISK FACTORS”, of the Trust’s Annual Report on Form 10-K for the year ended December 31, 2019, on January 1, 2020, the “break-even” WTI price (the price at which all taxes and prescribed deductions are equal to the WTI price) for the Trust to receive a positive Per Barrel Royalty with respect to a particular day’s production was $54.34. Although WTI prices recovered significantly during May and June of the second quarter of 2020 from the lows reached in April 2020, the daily WTI price was below the “break-even” point for each day of the quarter, resulting in a negative value for the payment calculation for the quarter. However, as provided in the Trust Agreement, the payment with respect to the Royalty Interest for any calendar quarter may not be less than zero.

Neither the Trust nor the Trustee intends, and neither assumes any obligation, to update any of the statements included in this press release. An investment in units issued by the Trust is subject to the risks described in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2019, the Trust’s subsequent Quarterly Reports on Form 10-Q, and all of the Trust’s other filings with the SEC. The Trust’s annual, quarterly and other filed reports are or will be available over the Internet at the SEC’s website at http://www.sec.gov.

Any questions, please feel free to contact The Bank of New York Mellon Trust Company, N.A. at 713-483-6020.

Exhibit 99.2

EXHIBIT 99.2

BP Completes Sale of Upstream Alaska Business

Release date: July 1, 2020

ANCHORAGE – Today bp completed the sale of its upstream Alaska business to Hilcorp and operations of the Prudhoe Bay oil field transferred to Hilcorp at midnight. The upstream assets comprise the vast majority of the deal value.

In August 2019 bp announced it would exit Alaska, selling its business to Hilcorp for a total consideration of $5.6 billion. The sale includes bp’s entire upstream and midstream business in the state, including BP Exploration (Alaska) Inc., which owns all of bp’s upstream oil and gas interests in Alaska, and BP Pipelines (Alaska) Inc.’s interest in the Trans Alaska Pipeline System (TAPS).

bp and Hilcorp continue to work with regulators to complete the midstream sale, including transferring bp’s interest in TAPS.

William Lin, executive vice president, regions, cities & solutions, said: “Today marks a new era for Prudhoe Bay. It is a world-class field and Hilcorp is well-positioned to take it into the future and maximize value for the State of Alaska. We wish them the very best for this next phase of Prudhoe Bay’s long life.”

In April, bp confirmed its commitment to completing the sale, adjusting the financial terms of the agreement to reflect current market conditions while retaining the overall consideration of $5.6 billion.

Janet Weiss, regional president, bp Alaska, said: “I am proud of our employees and contractors who have done extraordinary work to make this a safe and seamless transition. Thank you. And to the State of Alaska, we deeply value our role in Alaska’s history, and thank the governor and his team for positioning Prudhoe Bay for many more years of competitive production.”

bp is America’s largest energy investor since 2005, investing more than $125 billion in the economy.