Current Report Filing (8-k)
30 Dezembro 2015 - 3:07PM
Edgar (US Regulatory)
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 23, 2015
Dominion Resources Black Warrior Trust
(Exact name of registrant as specified in its charter)
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Delaware |
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1-11335 |
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75-6461716 |
(State or other jurisdiction
of incorporation) |
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(Commission
File No.) |
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(IRS Employer
Identification No.) |
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Royalty Trust Management
Southwest Bank 2911
Turtle Creek Boulevard Dallas, TX |
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75219 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 1 - Registrants Business and Operations
Item 1.01 |
Entry into a Material Definitive Agreement. |
On December 23, 2015, Dominion
Resources Black Warrior Trust (the Trust) entered into a Loan Agreement (the Loan Agreement) with Southwest Bank (the Lender), pursuant to which the Lender has agreed to
provide the Trust with a secured, revolving credit line in the maximum amount of $250,000 under that certain Revolving Promissory Note, executed on December 23, 2015 by the Trust in favor of the Lender (the
Note). The Lender currently serves as trustee of the Trust, for which it has received customary fees and expenses.
Pursuant to the Loan Agreement, the Trust may borrow and re-borrow funds on a revolving basis from the closing date to the earlier of
(i) the maturity of the Note on December 23, 2016 (the Maturity Date) or (ii) the termination of the Lenders commitment to lend the funds. Amounts outstanding under the Note will bear interest at the
greater of (i) the prime rate as published in the Money Rates section of The Wall Street Journal plus 1.75% per annum or (ii) 5.0% per annum, and will become due and payable on December 23, 2016, subject to acceleration upon
the occurrence of certain specified events of default. The current interest rate is 5.0% per annum. The Note is payable on demand, but if no demand is made, accrued interest shall be due and payable on January 23, 2016, and on the same day
of every month thereafter until the Maturity Date, when all unpaid principal and accrued, unpaid interest shall be due and payable.
Unless otherwise agreed by the Lender, each loan will be in the principal amount of at least $10,000.00. Such funds may be used for working
capital to pay for expenses owed to certain parties as specified in the Loan Agreement and other expenses as approved by the Lender. The Trust may prepay the Note in part or in full without penalty. Pursuant to each of the Loan Documents (as defined
below), a default may be declared, and outstanding loans may become due and payable in full, upon the occurrence of certain events, including the Trusts failure to make payments of principal or interest, noncompliance with or breach of
covenants and other provisions, false representations, bankruptcy or insolvency, certain judgments, delisting from the New York Stock Exchange and the dissolution or termination of the Trust, as further specified in the Loan Documents. The Loan
Documents also contain customary representations, warranties and defaults for a facility of this nature and affirmative and negative covenants, such as restrictions on indebtedness, liens, investments and sale of assets.
Amounts outstanding under the Note are secured by certain real and personal property of the Trust, including, without limitation, all
equipment and inventory owned by the Trust, all present and future overriding royalty interests in oil, gas and other minerals owned by the Trust, and all present and future claims made by or paid to the Trust in the bankruptcy proceedings of In
Re Walter Energy Inc. et al. The security interests were granted pursuant to that certain Security Agreement dated as of December 23, 2015, made by the Trust in favor of the Lender (the Security Agreement) and
that certain Mortgage with Assignment of Production, Security Agreement and Fixture Filing dated as of December 23, 2015, made by the Trust in favor of the Lender (the Mortgage, and together with the Loan Agreement,
the Note and the Security Agreement, the Loan Documents).
Section 2 - Financial Information
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 of this this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
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.
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DOMINION RESOURCES BLACK WARRIOR TRUST |
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Date: December 30, 2015 |
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By: Southwest Bank, in its capacity as trustee of Dominion Resources Black Warrior Trust and not in its individual capacity or otherwise |
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By: |
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/s/ Tod Miller |
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Tod Miller |
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Executive Vice President |
Dominion Resources Black... (CE) (USOTC:DOMR)
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