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): December 28, 2015

 

 

Dominion Resources Black Warrior Trust

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-11335   75-6461716

(State or other jurisdiction

of incorporation)

  

(Commission

File No.)

  

(IRS Employer

Identification No.)

 

Royalty Trust Management

Southwest Bank

2911 Turtle Creek Boulevard

Dallas, TX

   75219
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (855) 588-7839

Not Applicable

(Former name or former address, 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:

 

  ¨ 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))

 

 

 

Section 1 - Registrant’s Business and Operations

Item 1.02 Termination of a Material Definitive Agreement.

As previously disclosed, Southwest Bank, the trustee of the Dominion Resources Black Warrior Trust (the “Trust”), was informed by Walter Energy, Inc., the parent of Walter Black Warrior Basin LLC (the “Company”), that it, together with certain of its subsidiaries and affiliates, including the Company and Walter Exploration & Production LLC (the “Debtors”) filed a petition for relief under Chapter 11 of the U.S. Bankruptcy Code with the United States District Court for the Northern District of Alabama Southern Division (the “Bankruptcy Court”) on July 15, 2015.

On October 2, 2015, the Debtors filed a motion to reject certain “executory contracts” between the Debtors and the Trust. On December 28, 2015, the Bankruptcy Court entered an order (the “Order”) rejecting the following agreements as “executory contracts” pursuant to section 365 of the Bankruptcy Code:

 

  •   that certain Overriding Royalty Conveyance, dated as of June 28, 1994, from the Company (as successor in interest to Dominion Black Warrior Basin, Inc.) to the Trust recorded in Deed Book 1181 and Page 644 on June 30, 1994 in Tuscaloosa County, Alabama, (as amended by that certain Amendment to and Ratification of Overriding Royalty Conveyance dated as of November 20, 1994 (the “Amendment and Ratification”), the “Royalty Agreement”), pursuant to which the Trust purchased an overriding royalty interest (the “Royalty Interest”) equal to and consisting of an undivided sixty-five percent (65%) interest in and to the gas from certain gas wells operated by the Company;

 

  •   that certain Trust Agreement of Dominion Resources Black Warrior Trust, dated as of May 31, 1994, by and among the Company (as successor in interest to Dominion Black Warrior Basin, Inc.), Walter Exploration & Production LLC (as successor in interest to Dominion Resources, Inc.), Mellon Bank (DE) National Association and NationsBank, N.A. (as successor in interest to NationsBank of Texas, N.A.) (as amended by that certain First Amendment of Trust Agreement of Dominion Resources Black Warrior Trust dated as of June 27, 1994 (the “First Amendment”), the “Trust Agreement”), pursuant to which the Trust was formed to acquire and hold the Royalty Interest, to collect and distribute proceeds, and to pay the Trust’s liabilities and expenses; and

 

  •   that certain Administrative Services Agreement, dated as of June 1, 1994, by and among the Walter Exploration & Production LLC (as successor in interest to Dominion Resources, Inc.) and the Trust (the “Administrative Services Agreement”), pursuant to which the Trust pays the Company a quarterly fee in exchange for certain administrative services provided by the Company to the Trust, including accounting, bookkeeping, and reporting necessary to determine amounts payable to the Trust under the Royalty Agreement, and assisting with reporting obligations.

The original version of the Royalty Agreement was included as Exhibit 10.1 to the Trust’s quarterly report on Form 10-Q for the fiscal quarter ended June 30, 1994, and the Amendment and Ratification was included as Exhibit 10.3 to the Trust’s annual report on Form 10-K for the fiscal year ended December 31, 1994. The original version of the Trust Agreement was included as Exhibit 3.1 to Dominion Resources, Inc.’s Registration Statement on Form S-3 (paper filing), and the First Amendment was included as Exhibit 3.2 to the Trust’s quarterly report on Form 10-Q for the fiscal quarter ended June 30, 1994. The Administrative Services Agreement was included as Exhibit 10.2 to the Trust’s quarterly report on Form 10-Q for the fiscal quarter ended June 30, 1994.

As a result of the Order, each of the Royalty Agreement, the Trust Agreement and the Administrative Services Agreement will be terminated. The trustee continues to evaluate legal options with respect to the Trust.

Section 3 - Securities and Trading Markets

Item 3.03 Material Modification to Rights of Security Holders.

See Item 1.01 above for information regarding the termination of certain Trust agreements.

Section 8 - Other Events

Item 8.01 Other Events.

On January 4, 2016, the Trust issued a press release announcing the termination of the Trust. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

   

Description

99.1    Press Release dated January 4, 2016, issued by Dominion Resources Black Warrior Trust

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.

 

      DOMINION RESOURCES BLACK WARRIOR TRUST
Date:   January 4, 2016       By: Southwest Bank, in its capacity as trustee of Dominion Resources Black Warrior Trust and not in its individual capacity or otherwise
        By:  

/s/ Ron Hooper

          Ron Hooper
          Senior Vice President

EXHIBIT INDEX

 

Exhibit
No.

   

Exhibit

99.1    Press Release dated January 4, 2016, issued by Dominion Resources Black Warrior Trust


Exhibit 99.1

DOMINION RESOURCES BLACK WARRIOR TRUST

ANNOUNCES TERMINATION OF TRUST

DALLAS, TEXAS, January 4, 2016… As previously announced, Southwest Bank, the trustee of the Dominion Resources Black Warrior Trust (NYSE: DOM) (the “Trust”), was informed by Walter Energy, Inc., the parent of Walter Black Warrior Basin LLC (the “Company”), that it, together with certain of its subsidiaries and affiliates, including the Company (“Debtors”) filed a petition for relief under Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”) with the United States District Court for the Northern District of Alabama Southern Division (the “Bankruptcy Court”) on July 15, 2015 and that it has an agreement with lenders regarding a pre-negotiated restructuring plan. There have been several rulings related to the bankruptcy proceedings as disclosed by the Trust in Current Reports on Form 8-K filed with the Securities and Exchange Commission on each of August 19, 2015, September 16, 2015, November 20, 2015 and December 31, 2015.

As stated in the Trust’s Quarterly Report on Form 10-Q filed by the Trust on November 23, 2015, pursuant to Section 9.02(b) of the Trust Agreement of the Trust (the “Trust Agreement”), the Trust shall terminate on its terms as a result of the failure to maintain a 1.2 to 1.0 ratio for two consecutive calendar quarters of (i) cash received pursuant to the Royalty Interests of the Trust (as defined hereafter) to (ii) administrative costs. The “Royalty Interests” are certain overriding royalty interests in the proved natural gas properties located in the Pottsville coal formation of the Black Warrior Basin, Tuscaloosa County, Alabama (the “Underlying Properties”). Walter Energy, Inc. did not pay either (i) the distribution to the Trust that would have typically been paid in August 2015 and normally would have included payments for the Royalty Interests sold during the production months of April, May and June 2015 or (ii) the distribution to the Trust that would have typically been paid in December 2015 and normally would have included payments for the Royalty Interests sold during the production months July, August and September 2015. As a result of these nonpayments, the Trust has not maintained a 1.2 to 1.0 ratio for two consecutive calendar quarters. Therefore, pursuant to Section 9.02(b) of the Trust Agreement, the Trust must terminate. Correspondence and conferences with the Debtors have indicated that any further distributions to the Trust would also not be made. As a result of the termination, the Trust anticipates that the New York Stock Exchange (the “NYSE”) will initiate an immediate suspension of trading of the Trust’s units and will initiate a delisting process from the NYSE.

While the Trustee continues to evaluate legal options with respect to the Trust, it intends to proceed with winding up the affairs of the Trust.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact included in this press release are forward-looking statements. Although the Trustee believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct.

Contact:

Ron Hooper

Senior Vice President

Southwest Bank, Trustee

Toll-free – 1-855-588-7839

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