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Your Unit Holdings
Where are my common, subordinated, and preferred units held?
If you bought common units of Black Stone Minerals, L.P. (“BSM”) in the initial public offering or in the open market since the IPO, those units are held through your broker.
If you held units in our predecessor, Black Stone Minerals, L.P. (“BSMC”), your BSMC common units were converted into BSM common units and subordinated units in the merger in connection with the closing of the initial public offering, and your BSMC preferred units were exchanged for preferred units in BSM. All your units that were previously held in book-entry at BSMC are now held in book-entry at American Stock Transfer & Trust Company (“AST”), our transfer agent and registrar.Close
What will it cost me to hold my common units at AST?
You will not be charged for holding your common units at AST. You should contact your brokerage firm to determine its fees if you transfer your common units to your brokerage account.
How many units do I own?
If you owned common units in BSMC that were converted into units of BSM, you should have received the following mailings from AST:
The amounts shown on these statements may differ slightly from the amount calculated based on the conversion factor previously provided to you due to rounding; the number of units in the AST advices are your official number of units.
For further information regarding the sale or assignment of your units, please read the questions and answers below under “Transfer of Units.”Close
What do I do if I did not receive a mailing from AST; can you let me know what my unit ownership is?
Because we do not control the transfer of units, you must contact AST directly to confirm your unit ownership. Please contact AST using the contact information given below.Close
How do I contact AST?
AST may be reached by mail, phone, or e-mail as follows:
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
World Wide: (718) 921-8124
BSM does not have an assigned customer-service representative at AST: any operator should be able to pull up your account and help you with any requests you may have.Close
Transfer of Units
Can I transfer my units to my brokerage account?
Common Units. If you bought BSM common units in the initial public offering or in the open market since the IPO, those units are held through your broker.
If you held common units in BSMC that were converted into common units in BSM, those common units bear a restrictive legend. Upon removal of the restrictive legend, such common units will be freely tradable may be transferred to a brokerage account. Subject to certain exceptions, to remove the restrictive legend from such common units, you need to complete a Non-Affiliate Representation Letter (found here or available upon request from our Investor Relations department) and send it to AST with a copy to BSM as noted in the letter. These common units will not be freely tradable unless AST and BSM have received your completed Non-Affiliate Representation Letter. After you have submitted a completed Non-Affiliate Representation Letter and provided the Direct Registration Book-Entry Advice for your common units to your broker, AST will transfer these common units to your brokerage account. BSM cannot transfer your units, so you should direct specific questions about transfer of your common units to your broker or AST.
Subordinated Units and Preferred Units. Subordinated units and preferred units may not be transferred to brokerage accounts until they convert to common units.Close
How do I sell my units?
Common Units. If you bought BSM common units in the initial public offering (except with respect to units purchased through the Directed Unit Program as noted below) or in the open market since the IPO, those units are freely tradable.
If you held common units in BSMC that were converted into common units in BSM, your common units cannot be sold directly through AST, so you must transfer your common units to a brokerage account before you are able to sell them. As explained above, these common units bear a restrictive legend, which prohibits transfer of the units. See “Can I transfer my units to my brokerage account?” above for information on removal of the restrictive legend.
Subordinated Units and Preferred Units. Subordinated units and preferred units continue to be subject to the same transfer restrictions that applied to your BSMC holdings and may not generally be sold. Subordinated units may, under certain circumstances described in the prospectus, convert into common units in 2019 or thereafter. Preferred units are convertible into common units and subordinated units at the holder’s option at any time and are mandatorily convertible into common units and subordinated units consistent with the schedule described in Annex A to BSM’s limited partnership agreement.
Can I assign my units to a family member, trust, or charity for estate-planning purposes?
Generally, yes. Subordinated units and preferred units may be transferred consistent with the terms of BSM’s limited partnership agreement, which are effectively identical to the terms relating to transfer under the previous BSMC limited partnership agreement. In addition to estate-planning transfers, subordinated units may be sold to existing holders of subordinated units without the consent of the general partner.
With respect to common units, you may request that AST transfer your units, but you will be required to obtain a medallion signature guarantee from a financial institution to complete the transfer. More detailed instructions on transfer requirements are available at http://www.amstock.com/shareholder/sh_transfinst.asp.
What is a medallion signature guarantee and how do I obtain one?
A medallion signature guarantee is a statement (stamp and signature) given by a financial institution such as a commercial bank, credit union, brokerage firm, etc., that is a member of the Securities Transfer Association Medallion Program (STAMP), New York Stock Exchange Program or Stock Exchange Medallion Program (SEMP, MSP). The Medallion Program is not a notarization. To obtain a medallion signature guarantee, please visit a financial institution that participates in the Medallion Program.
How do I know my book-entry common units are safe and cannot be transferred without my consent?
Your written consent with a medallion signature guarantee is required by AST to transfer common units to any third party other than your broker. If you choose to supply a broker with your DRS account information, your broker is responsible for obtaining instructions and documentation for any transfer or sale.Close
How much are my units worth?
Common Units. BSM’s common units are publicly traded on the New York Stock Exchange under the ticker “BSM.”
Subordinated Units and Preferred Units. BSM does not currently estimate the value of the subordinated units and the preferred units but will evaluate the possibility of doing so in the future. If you require a valuation for IRS or other purposes, you should consult your tax advisor or an appraiser.Close
Is there still an annual repurchase offer?
Because all holders of subordinated units also hold common units, which may be freely traded in the public markets after the expiration of the lockup, we do not currently offer any repurchase option for the subordinated units, though the option to repurchase subordinated units may be evaluated from time to time at BSM’s discretion.
How will I receive distributions?
BSM is no longer able to make distributions directly. When BSM makes a distribution with respect to units you hold at AST, you will receive a check from AST at the address AST has on file, even if you previously received your distributions by ACH, because BSM is not permitted to transfer your bank-account information to AST. Distributions on common units held at a broker will be made to your brokerage account.
How much are the distributions and when will they be paid?
For more detailed information on BSM's distribution policy, please read the section entitled "Cash Distribution Policy and Restrictions on Distributions" in the prospectus.
Common and Subordinated Units. BSM will announce any distributions on the common and subordinated units on a quarterly basis. While the timing and amount of the distributions to common and subordinated is ultimately at the discretion of the Board of Directors, the partnership has established targets for minimum quarterly distributions for the periods specified below:
Distribution paid to common units and subordinated units with respect to a quarter will paid within 60 days after the end of such quarter. The table below summarizes the indicative schedule for distributions.
Preferred Units. Distribution dates for the preferred units are not expected to change and will be paid approximately two weeks after the end of a quarter. Close
Communicating with BSM
Who can I call to ask questions?
Questions regarding unit ownership or transfer should be addressed to AST, whose contact information is given above. While we welcome general inquiries to our Investor Relations department, please note that BSM expects to communicate with its investors principally through its periodic reports and press releases and will be restricted by federal securities laws in its ability to provide certain information to individual investors without providing that information to all investors.Close
When is the Annual Meeting?
The first Annual Meeting of Limited Partners of Black Stone Minerals, L.P. will be held in 2016.
The date and location of the meeting will be included in a proxy statement sent to unitholders before the meeting.
Prospectus and Partnership Agreement