UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*1
SANDRIDGE PERMIAN TRUST
(Name of Issuer)
Common Units of Beneficial Interest
(Title of Class of Securities)
80007A102
(CUSIP Number)
Stephen C. Pugh
President and Chief Executive Officer
Avalon Energy, LLC
5000 Quorum Drive, Suite 205
Dallas, Texas 75254
(212) 446-8166
Dickie D. Hunter
President
Montare Resources I, LLC
400 East Las Colinas Blvd., Suite 680
Irving, Texas 75039
(214) 676-4434
with a copy to:
W. Phillip Whitcomb, Esq. Munsch Hardt Kopf & Harr, P.C. 500 N. Akard Street #3800 Dallas, Texas 75201 (214) 855-7556 | Janice V. Sharry, Esq. Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Dallas, Texas 75219 (214) 651-5000 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 2, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | This filing constitutes Amendment No. 3 for Avalon Energy, LLC, and Amendment No. 2 for Montare Resources I, LLC. |
| CUSIP No. 80007A102 |
| 1. | Names of Reporting Persons
Avalon Energy, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☑
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC; BK | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
13,125,000 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
13,125,000 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
13,125,000 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
25.00% | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
This Amendment to Schedule 13D (as amended, this “Schedule 13D”) relates to Common Units of Beneficial Interest (“Common Units”) of SandRidge Permian Trust, a Delaware statutory trust (the “Issuer”). This Schedule 13D amends the Schedule 13D previously filed with the Securities and Exchange Commission (the “Commission”) by Avalon Energy, LLC and Montare Resources I, LLC, by furnishing the information set forth below. Except as otherwise specified in this Schedule 13D, all previous Items of the Schedule 13D previously filed with the Commission are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D previously filed with the Commission.
Item 4. Purpose of Transaction
Item 4 is hereby amended and supplemented by adding the following:
“On September 2, 2020, Avalon Energy sent a letter (the “Avalon Letter”) to the Trust updating the Trustee with respect to its current view of future quarterly Trust distributions. As further outlined in the Avalon Letter, Avalon Energy advised the Trust that it did not believe that the termination of the Trust and the related sales process set forth in the Trust Agreement would occur anytime soon given its current estimates of future Trust distributions. Avalon Energy instead urges the Trustee to discuss a possible transaction with Montare believing that Montare is best positioned to deliver a transaction that provides the highest value to Unitholders for the reasons set forth in the Avalon Letter. This description of the Avalon Letter is qualified in its entirety by reference to the full text of the Avalon Letter, which is attached hereto as Exhibit 99.4 and incorporated by reference herein.”
The disclosures in the Avalon Letter include “forward-looking statements” about the operation of the Underlying Properties and the production from such properties that are subject to risks and uncertainties within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Act. All statements other than statements of historical fact included in the Avalon Letter and this Schedule 13D are forward-looking statements. Actual outcomes and results may differ materially from those projected above. These forward-looking statements have been based upon our current expectations and assumptions about future events. These statements are based on certain assumptions made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. However, whether actual results and developments will conform with our expectations and predictions is subject to a number of risks and uncertainties which could affect the future results depicted in the Avalon Letter and this Schedule 13D and could cause these results to differ materially from those expressed in such forward-looking statements.”
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 is hereby amended and supplemented by adding the following sentence:
“The information set forth in Item 4 of this Schedule 13D is incorporated by reference into this Item 6.”
Item 7. Material to be Filed as Exhibits
Item 7 is hereby amended and supplemented as follows:
“The following exhibits are filed as exhibits hereto:
Exhibit | Description of Exhibit | |
| 99.4 | Letter to SandRidge Permian Trust, dated September 2, 2020” | |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: September 4, 2020
| AVALON ENERGY, LLC | ||
| By: | /s/ A. Brandon Hall | |
| Name: | A. Brandon Hall | |
| Title: | Executive Vice President and Chief Financial Officer | |
| MONTARE RESOURCES I, LLC | ||
| By: | /s/ Dickie D. Hunter | |
| Name: | Dickie D. Hunter | |
| Title: | President | |
EXHIBIT INDEX
Exhibit | Description of Exhibit | |
| 99.4 | Letter to SandRidge Permian Trust., dated September 2, 2020 | |
