PBT 8-K
Permian Basin Royalty Trust (PBT)
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: August 19, 2025 |
PERMIAN BASIN ROYALTY TRUST
(Exact name of Registrant as Specified in Its Charter)
Texas |
1-8033 |
75-6280532 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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Argent Trust Company 3838 Oak Lawn Ave. Suite 1720 |
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Dallas, Texas |
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75219 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 855 588-7839 |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Units of Beneficial Interest |
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PBT |
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New York Stock Exchange |
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 Rule 12b-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 1.01 Entry into a Material Definitive Agreement.
On August 19, 2025, Argent Trust Company, as trustee (“Trustee”) of Permian Basin Royalty Trust (the “Trust”), entered into a settlement agreement and release (the “Settlement Agreement”) in connection with its lawsuit against Blackbeard Operating, LLC (“Blackbeard”), the operator of the of properties in the Waddell Ranch, in Crane County, Texas, in which the Trust holds a 75% net overriding royalty. Pursuant to the lawsuit, the Trustee had sought to recover more than $9 million in damages it alleged resulted from Blackbeard’s failure to properly calculate and pay royalties due and owing to the Trust.
Pursuant to the Settlement Agreement, Blackbeard has agreed to pay the Trust $9,000,000, of which $4,500,000 will be paid to the Trust within 30 days, and the remainder of which will be paid in four equal installments of $1,125,000 quarterly during the 2026 calendar year.
Additionally, the Settlement Agreement established the overhead rate that may be charged to the Trust and permits Blackbeard to pass through third-party charges for salt water disposal and gathering and transportation, and charge technical labor on reservoir engineers using an agreed allocation methodology against the net overriding royalty. The parties also agreed that the Trust would not make future claims for lost volumes in the case of ordinary line loss (as defined by third party purchase agreements with purchasers). The Trust will have the option to conduct annual site audits, at its expense. The Settlement Agreement also set forth agreed reporting that Blackbeard will provide the Trustee going forward.
The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the Settlement Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 8.01 Other Events.
On August 19, 2025, the Trust issued a press release announcing that the Trustee entered into the Settlement Agreement.
A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
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Description |
10.1 |
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99.1 |
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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.
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PERMIAN BASIN ROYALTY TRUST |
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By: |
ARGENT TRUST COMPANY, TRUSTEE |
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By: |
/s/ Jana Egeler |
Date: August 19, 2025 |
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Jana Egeler |
Exhibit 10.1
SETTLEMENT AGREEMENT AND RELEASE
The Parties to this Settlement Agreement and Release are:
The Parties stipulate and agree to these facts:
3.04. Bona fide disputes and controversies exist between Argent, on the one hand, and Blackbeard, on the other, as to the Claims and the Litigation. Because of these disputes and controversies, the Parties desire to settle the Claims and the Litigation. The Parties intend that the full terms and conditions of the compromise and settlement of the Claims and the Litigation be set forth in this Agreement.
In consideration of the obligations in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:
The following representations and warranties will survive the execution of this Agreement and the completion of the settlement provided below.
Settlement Agreement and Release Page 2 of 8
In reliance upon the representations, warranties, and covenants in this Agreement, and concurrently with the execution and delivery of this Agreement, the Parties have settled and compromised their Claims, as follows:
Settlement Payment
Settlement Agreement and Release Page 3 of 8
Conveyance
Settlement Agreement and Release Page 4 of 8
Litigation
Mutual Releases
Attorneys’ Fees and Costs
Settlement Agreement and Release Page 5 of 8
Choice of Law & Venue
Cooperation and Additional Actions
No Third-Party Beneficiaries
Miscellaneous
Settlement Agreement and Release Page 6 of 8
[The rest of this page is intentionally blank; the signature pages follow.]
Settlement Agreement and Release Page 7 of 8
IN WITNESS WHEREOF, the Parties have executed this Agreement effective for all purposes of as of the Effective Date.
Plaintiff Argent Trust Company, as Trustee of the Permian Basin Royalty Trust
By: _/s/ Nancy Willis_______________
Printed Name: _Nancy Willis_________
Title: _Director of Royalty Trust Services
Date: _August 19, 2025_______________
Defendant Blackbeard Operating, LLC
By: _/s/ Ricky Torlincasi____________
Printed Name: __Ricky Torlincasi_____
Title: _General Counsel_____________
Date: _August 18, 2025______________
Settlement Agreement and Release Page 8 of 8
Exhibit 99.1
[NEWS RELEASE LETTERHEAD OF PERMIAN BASIN ROYALTY TRUST APPEARS HERE]
PERMIAN BASIN ROYALTY TRUST ANNOUNCES SETTLEMENT OF BLACKBEARD LITIGATION
DALLAS, Texas, August 19, 2025 – Argent Trust Company, as Trustee of the Permian Basin Royalty Trust (NYSE: PBT) (“Permian” or the “Trust”) today announced that it has reached a settlement agreement in connection with its litigation against Blackbeard Operating, LLC (“Blackbeard”), the operator of properties in the Waddell Ranch, in Crane County, Texas, in which the Trust holds a 75% net overriding royalty. Pursuant to the lawsuit, the Trustee had sought to recover more than $9 million in damages it alleged resulted from Blackbeard’s failure to properly calculate and pay royalties due and owing to the Trust.
Pursuant to the settlement agreement, Blackbeard has agreed to pay the Trust $9,000,000, of which $4,500,000 will be paid to the Trust within 30 days, and the remainder of which will be paid in four equal installments of $1,125,000 quarterly during the 2026 calendar year.
Additionally, the settlement agreement established the overhead rate that may be charged to the Trust and permits Blackbeard to pass through third-party charges for salt water disposal and gathering and transportation, and charge technical labor on reservoir engineers using an agreed allocation methodology against the net overriding royalty. The parties also agreed that the Trust would not make future claims for lost volumes in the case of ordinary line loss (as defined by third party purchase agreements with purchasers). The Trust will have the option to conduct annual site audits, at its expense. The settlement agreement also set forth agreed reporting that Blackbeard will provide the Trustee going forward.
“We are pleased that we were able to resolve these claims in a way that provides value to Trust unitholders, as well as anticipated predictability with regard to how future royalty payments are calculated,” said Nancy Willis, Director of Royalty Trust Services of Argent Trust Company.
FORWARD-LOOKING STATEMENTS
Any statements in this press release about future events or conditions, and other statements containing the words “estimates,” “believes,” “anticipates,” “plans,” “expects,” “will,” “may,” “intends,” and similar expressions, other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Factors or risks that could cause the Trust’s actual results to differ materially from the results the Trustee anticipates include, but are not limited to the factors described in Part I, Item 1A, “Risk Factors” of the Trust’s Annual Report on Form 10-K for the year ended December 31, 2024, and Part II, Item 1A, “Risk Factors” of subsequently filed Quarterly Reports on Form 10-Q.
Actual results may differ materially from those indicated by such forward-looking statements. In addition, the forward-looking statements included in this press release represent the Trustee’s views as of the date hereof. The Trustee anticipates that subsequent events and developments may cause its views to change. However, while the Trustee may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Trustee’s views as of any date subsequent to the date hereof.
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Contact: Jana Egeler, Vice President, Argent Trust Company, Trustee, Toll Free – 1.855.588.7839