United States securities and exchange commission logo
May 17, 2023
Sarah Newell
Vice President
Pacific Coast Oil Trust
The Bank of New York Mellon Trust Company, N.A. Trustee
601 Travis Street, 16th Floor
Houston, TX 77002
Re: Pacific Coast Oil
Trust
Preliminary Proxy
Statement on Schedule 14A
Filed May 4, 2023
File No. 001-35532
Dear Sarah Newell:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
PRE 14A filed May 4, 2023
General
1. Please revise the proxy
statement and form of proxy to clearly identify that they are
preliminary. See Rule
14a-6(e)(1).
2. Please flip the two
images of the proxy card so that the front side is presented first.
3. Please explain the
basis for the disclosure stating that the Trust will bear the costs of the
Special Meeting if the
proposal to amend the Trust Agreement is approved. On its face,
the wording of the
amendment appears to be ambiguous as to whether the costs of the
Special Meeting itself
(as opposed to the costs of future special meetings) would need to
be covered.
4. We note the following
disclosure on page 3 (as well as similar disclosure in the third
Sarah Newell
FirstName LastNameSarah Newell
Pacific Coast Oil Trust
Comapany
May NamePacific Coast Oil Trust
17, 2023
May 17,
Page 2 2023 Page 2
FirstName LastName
paragraph on page 8 and at the bottom of page 9): "Removal of the
Trustee requires the
affirmative vote of Unitholders who, as of the Record Date, held Trust
Units representing
a majority in interest of the Trust Units represented in person or by
proxy at the Special
Meeting (assuming a quorum is present). Accordingly, abstentions and
broker non-votes
will have the effect of votes 'AGAINST' this Proposal." Please explain
the legal basis for
making the statement in the final sentence. In that regard, we note
that Section 8.03 of the
Trust Agreement includes the following provision: "Abstentions and
broker non-votes
shall not be deemed to be a vote cast."
5. Please advise us as to why the Trust has not filed any 10-K's or
10-Q's since 2019.
Solicitation and Revocability of Proxies, page 5
6. We note the disclosure in the third paragraph on page 5, which appears
to be focused more
on the solicitation efforts of Shipyard Capital than on the
solicitation efforts of the
Trustee. Please revise to provide clear disclosure regarding the
Trustee's solicitation
efforts that is fully responsive to the requirements of Item 4 of
Schedule 14A.
Attending the Special Meeting, page 6
7. We note the following disclosure on page 7 (and similar disclosure on
page 1): "If you
are a Beneficial Owner, you should have received a Proxy Card and
voting instruction
form from your broker, bank or other agent rather than directly from
the Trust. Simply
complete and mail the Proxy Card as instructed by your broker, bank or
other agent to
ensure that your vote is counted." It is our understanding that,
generally, street name
holders receive voting instruction forms, but not proxy cards, from
their banks or brokers.
Please advise.
Proposal One: Removal of the Trustee, page 9
8. Please define "PCEC."
Directors and Executive Officers and Corporate Governance, page 12
9. We note the following statement: "The Trustee is a corporate trustee
that may be removed
by the affirmative vote of the holders of not less than a majority of
the outstanding Trust
Units at a meeting at which a quorum is present" (emphasis added).
This disclosure
appears to contradict the formulation used elsewhere in the filing,
which instead speaks to
"a majority in interest of the Trust Units represented in person or by
proxy at the Special
Meeting." Please revise, or advise. Similarly, please revise (or
justify) the following
disclosure at the top of page 11: "...affirmative vote of Unitholders
owning more than
50% but less than 75% of the outstanding Trust Units..." (emphasis
added).
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Sarah Newell
Pacific Coast Oil Trust
May 17, 2023
Page 3
Please direct any questions to Michael Killoy at (202) 551-7576 or David
Plattner at
(202) 551-8094.
Sincerely,
FirstName LastNameSarah Newell
Division of
Corporation Finance
Comapany NamePacific Coast Oil Trust
Office of Mergers &
Acquisitions
May 17, 2023 Page 3
cc: Troy Harder
FirstName LastName