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): April 15, 2016
Black Stone Minerals, L.P.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-37362 | | 47-1846692 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
1001 Fannin Street, Suite 2020 Houston, Texas | | 77002 |
| (Address of principal executive offices) | | (Zip code) |
Registrant’s telephone number, including area code: (713) 445-3200
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)) |
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 15, 2016, Black Stone Minerals GP, L.L.C., the general partner (the “General Partner”) of Black Stone Minerals, L.P. (the “Partnership”), entered into Amendment No. 1 to First Amended and Restated Agreement of Limited Partnership of the Partnership (“Amendment”), effective (in accordance with Section 761(c) of the Internal Revenue Code of 1986, as amended) as of May 6, 2015, to provide for proration of the Partnership’s annual income, gain, loss, and deduction, for U.S. federal income tax purposes, on a monthly basis for allocation to the General Partner and the limited partners. This proration methodology is consistent with practices for most master limited partnerships.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| | |
EXHIBIT | | DESCRIPTION |
| 3.1 | | Amendment No. 1 to First Amended and Restated Agreement of Limited Partnership of Black Stone Minerals, L.P., dated as of April 15, 2016 |
| |
| 3.2 | | First Amended and Restated Agreement of Limited Partnership of Black Stone Minerals, L.P., dated May 6, 2015, by and among Black Stone Minerals GP, L.L.C. and Black Stone Minerals Company, L.P., as amended |
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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.
| | | | | | |
| | | | BLACK STONE MINERALS, L.P. |
| | | |
| | | | By: | | Black Stone Minerals GP, L.L.C., its general partner |
| | | |
| Date: April 19, 2016 | | | | By: | | /s/ Steve Putman |
| | | | | | Steve Putman |
| | | | | | Senior Vice President, General Counsel, and Secretary |
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EXHIBIT INDEX
| | |
EXHIBIT | | DESCRIPTION |
| 3.1 | | Amendment No. 1 to First Amended and Restated Agreement of Limited Partnership of Black Stone Minerals, L.P., dated as of April 15, 2016 |
| |
| 3.2 | | First Amended and Restated Agreement of Limited Partnership of Black Stone Minerals, L.P., dated May 6, 2015, by and among Black Stone Minerals GP, L.L.C. and Black Stone Minerals Company, L.P., as amended |
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