MV Oil Trust 8-K 2007
Documents found in this filing:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
January 25, 2007 (January 18, 2007)
Date of Report (Date of earliest event reported)
MV OIL TRUST
(Exact name of Registrant as specified in its charter)
221 West Sixth Street, 1st Floor
Austin, Texas 78701
(Address of principal executive offices)
(Registrants telephone number, including area code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
General. On January 18, 2007, MV Partners, LLC (MV Partners) entered into an underwriting agreement (the Underwriting Agreement) with MV Oil Trust (the Trust), MV Energy, LLC (MV Energy), VAP-I, LLC (VAP-I, and together with MV Energy, the Selling Unitholders), and the underwriters named therein (the Underwriters) providing for the offer and sale in a firm commitment underwritten offering by MV Partners of 7,500,000 units of beneficial interest in the Trust (Trust Units). Pursuant to the Underwriting Agreement, the Selling Unitholders granted the Underwriters a 30-day option to purchase an additional 1,125,000 Trust Units (the Option) to cover over-allotments, if any, on the same terms as those Trust Units sold by MV Partners, which Option was exercised in half by the Underwriters on January 22, 2007.
The transactions contemplated by the Underwriting Agreement were consummated on January 24, 2007. The proceeds (net of underwriting discounts) received by MV Partners (before expenses) from the sale of 7,500,000 Trust Units were approximately $139.5 million. The Selling Unitholders received proceeds (net of underwriting discounts and before expenses) of approximately $5.2 million each. The Trust received no proceeds from the sale of the Trust Units.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Form 8-K and is incorporated herein by reference.
Conveyance of Net Profits Interest. On January 24, 2007, MV Partners and The Bank of New York Trust Company, N.A., as trustee (the Trustee) of the Trust, not in its individual capacity but solely as trustee of the Trust, entered into a Conveyance of Net Profits Interest (the Conveyance) whereby, for good and valuable consideration, including the issuance by the Trust to MV Partners of 11,500,000 Trust Units, MV Partners transferred to the Trust a term net profits interest that represents the right to receive 80% of the net proceeds from all of MV Partners interests in oil and natural gas properties as of January 24, 2007, such properties being located in the Mid-Continent region in the States of Kansas and Colorado. The net profits interest will terminate on the later to occur of (i) June 30, 2026, or (ii) the time when 14.4 million barrels of oil equivalent have been produced from the underlying properties and sold.
A copy of the Conveyance is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
Administrative Services Agreement. On January 24, 2007, MV Partners and the Trustee of the Trust, in its capacity as trustee of the Trust, entered into an Administrative Services Agreement (the Administrative Services Agreement) whereby, in connection with the conveyance of the net profits interest by MV Partners to the Trust, MV Partners agreed to provide the Trust with such accounting, bookkeeping and informational services as are necessary to, among other things, establish a net profits account under the Conveyance in exchange for an administrative services fee to be paid to MV Partners on a quarterly basis.
A copy of the Administrative Services Agreement is filed as Exhibit 10.2 to this Form 8-K and is incorporated herein by reference.
Assignment of Hedge Proceeds. On January 24, 2007, MV Partners and the Trustee of the Trust, in its capacity as trustee of the Trust, entered into an Assignment of Hedge Proceeds (the Assignment of Hedge Proceeds) whereby MV Partners assigned to the Trust all of its right and title to 80% of any and all proceeds arising as a result of the settlement of the hedge and/or swap agreements to which MV Partners was a party as of January 24, 2007.
A copy of the Assignment of Hedge Proceeds is filed as Exhibit 10.3 to this Form 8-K and is incorporated herein by reference.
Registration Rights Agreement. On January 24, 2007, MV Partners and the Trustee, in its capacity as trustee of the Trust, entered into a Registration Rights Agreement (the Registration Rights Agreement) whereby MV Partners, its affiliates and certain permitted transferees holding registrable securities would be entitled, 180 days after the effectiveness of the Registration Rights Agreement and upon receipt by the Trustee of written notice from
holders of a majority of the registrable securities, to demand that the Trust effect the registration of the registrable securities under the Securities Act of 1933, as amended (the Securities Act). The holders of the registrable securities would be entitled to demand a maximum of three such registrations.
A copy of the Registration Rights Agreement is filed as Exhibit 4.1 to this Form 8-K and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 24, 2007, MV Partners, Wilmington Trust Company, as Delaware trustee of the Trust, and the Trustee entered into an Amended and Restated Trust Agreement (the Amended and Restated Trust Agreement) in connection with the closing of the initial public offering of the Trust Units. A description of the Amended and Restated Trust Agreement is contained in the section entitled Description of the Trust Agreement of the Trusts final prospectus dated January 19, 2007 (File No. 333-136609) and filed on January 19, 2007 with the Commission pursuant to Rule 424(b)(4) under the Securities Act and is incorporated herein by reference.
A copy of the Amended and Restated Trust Agreement as adopted is filed as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
An opinion by
Dorsey & Whitney (Delaware) LLP related to our registration statement on
Form S-1 (Registration No.
Item 9.01. Financial Statements and Other Exhibits
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.