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 (Date of earliest event reported): October 5, 2016
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 Form 8-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 Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
By letter dated October 5, 2016, Mr. Marc Carroll notified Black Stone Minerals, L.P. (the “Partnership”) and Black Stone Minerals GP, L.L.C., its general partner (the “General Partner”), of his decision to retire as Senior Vice President and Chief Financial Officer of the General Partner effective November 11, 2016. Mr. Carroll’s decision to retire is not due to any disagreement with the Partnership or the General Partner, including with respect to any matter relating to the Partnership’s or the General Partner’s operations, policies, or practices.
Item 7.01 Regulation FD Disclosure
On October 10, 2016, the Partnership issued a press release announcing the retirement of Marc Carroll as Senior Vice President and Chief Financial Officer. A copy of the Partnership’s press release is attached hereto as Exhibit 99.1.
The information in Item 7.01 of this Current Report, including the exhibit attached hereto as Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
| Exhibit |
Description | |
| 99.1 | Press release dated October 10, 2016 | |
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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: October 11, 2016 | By: | /s/ Steve Putman | ||
| Steve Putman | ||||
| Senior Vice President, General Counsel, and Secretary | ||||
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Exhibit Index
| Exhibit |
Description | |
| 99.1 | Press release dated October 10, 2016 | |
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Exhibit 99.1
|
News For Immediate Release
|
Black Stone Minerals, L.P. Announces Retirement of CFO
HOUSTON, October 10, 2016 (BUSINESS WIRE) – Black Stone Minerals, L.P. (NYSE: BSM) (“Black Stone Minerals” or “the Partnership”) announced today that Marc Carroll will retire as Senior Vice President and Chief Financial Officer next month.
Mr. Carroll informed the Partnership on October 5 that he will step down as CFO and SVP effective November 11. He will enter into a consulting arrangement into 2017 to help ensure an orderly transition to his successor. The Partnership expects to name a new CFO upon Mr. Carroll’s retirement.
“Marc has been an integral part of the growth of Black Stone over the years,” said Thomas L. Carter, Jr., the Partnership’s Chairman, Chief Executive Officer, and President. “Since he joined the Partnership’s predecessor 12 years ago, he has helped the transformation of Black Stone into what it is today, most recently with last year’s initial public offering. We thank Marc for all he has done for the Partnership and for his agreeing to provide consulting services into next year to ensure a smooth transition.”
About Black Stone Minerals, L.P.
Black Stone Minerals is one of the largest owners of oil and natural gas mineral interests in the United States. The Partnership owns mineral interests and royalty interests in over 40 states and 60 onshore basins in the continental United States. The Partnership also owns and selectively participates as a non-operating working partner in established development programs, primarily on its mineral and royalty holdings. The Partnership expects that its large, diversified asset base and long-lived, non-cost-bearing mineral and royalty interests will result in production and reserve growth, as well as increasing quarterly distributions to its unitholders.
Black Stone Minerals, L.P. Contact
Brent Collins
Vice President, Investor Relations
Telephone: (713) 445-3200
investorrelations@blackstoneminerals.com