UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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 11, 2017
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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
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 Rule12b-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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 11, 2017, Black Stone Minerals GP, L.L.C., the general partner of Black Stone Minerals, L.P. (the “Partnership”), entered into Amendment No. 3 to First Amended and Restated Agreement of Limited Partnership of the Partnership dated as of May 6, 2015, as amended by Amendment No. 1 to First Amended and Restated Agreement of Limited Partnership of the Partnership dated as of April 15, 2016 and Amendment No. 2 to First Amended and Restated Agreement of Limited Partnership of the Partnership dated as of November 28, 2017 (“Amendment”), effective as of December 11, 2017, to (i) correct a drafting error and (ii) make certain revisions in response to changes to the Internal Revenue Code enacted by the Bipartisan Budget Act of 2015 relating to changes in partnership audit and adjustment procedures.
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. |
(d) Exhibits.
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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: December 12, 2017 | | | | By: | | /s/ Steve Putman |
| | | | | | Steve Putman |
| | | | | | Senior Vice President, General Counsel, and Secretary |
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