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 24, 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.
On October 24, 2016, Black Stone Minerals, L.P. (the “Partnership”) announced that Black Stone Minerals GP, L.L.C., the general partner of the Partnership (the “General Partner”), expects to appoint Jeffrey P. Wood as its Senior Vice President and Chief Financial Officer effective November 11, 2016.
Mr. Wood, 45, brings over 20 years of senior financial leadership and capital markets experience, most recently as Executive Vice President and Chief Financial Officer of Siluria Technologies, Inc., a leading innovator of process technologies for the energy and petrochemical industries. Prior to Siluria, Mr. Wood was Senior Vice President and Chief Financial Officer of Eagle Rock Energy Partners, a publicly traded master limited partnership with upstream, midstream, and minerals operations. Prior to Eagle Rock, Mr. Wood spent 11 years at Lehman Brothers Holdings, Inc. in a number of investment banking and investment management positions focused primarily on the MLP sector. Mr. Wood started his career in public accounting with Price Waterhouse LLP. He has an MBA from the University of Chicago, Booth School of Business and a BA from Baylor University. Mr. Wood also serves as a member of the board of directors of the general partner of USD Partners LP, and serves as chairman of the audit committee and as a member of the conflicts committee.
The Partnership expects that Mr. Wood will enter into a severance agreement with Black Stone Natural Resources Management Company, in a form substantially similar to that entered into by the General Partner’s other executive officers, that will provide for the payment of cash severance payments and benefits in the event Mr. Wood’s employment is terminated under certain circumstances, but he has not yet been entered into such agreement. The Partnership also expects that Mr. Wood will receive awards under the Partnership’s Long-Term Incentive Plan with terms substantially similar to the awards granted to the General Partner’s other executive officers, but it has not yet awarded him any grants under that plan.
Item 7.01 Regulation FD Disclosure
On October 24, 2016, the Partnership issued a press release announcing the appointment of Jeffrey P. Wood 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 24, 2016 | |
2
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 24, 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 24, 2016 | |
4
Exhibit 99.1
|
News For Immediate Release |
Black Stone Minerals, L.P. Announces Jeff Wood as Incoming Chief Financial Officer
HOUSTON, October 24, 2016 (BUSINESS WIRE) – Black Stone Minerals, L.P. (NYSE: BSM) (“Black Stone Minerals” or “the Partnership”) today announced that Jeffrey P. Wood will assume the role of Senior Vice President and Chief Financial Officer following the previously announced departure of Marc Carroll on November 11, 2016.
Thomas L. Carter, Jr., Black Stone Minerals’ Chairman, Chief Executive Officer, and President, commented, “We are pleased to welcome Jeff to the Black Stone Minerals team. He has extensive knowledge of and experience in the MLP space, and he joins us at an exciting time in our history. He will play a critical role in helping lead the organization and I am looking forward to working with him.”
Mr. Wood brings over 20 years of senior financial leadership and capital markets experience, most recently as Executive Vice President and Chief Financial Officer of Siluria Technologies, Inc., a leading innovator of process technologies for the energy and petrochemical industries. Prior to Siluria, Mr. Wood was Senior Vice President and Chief Financial Officer of Eagle Rock Energy Partners, a publicly traded master limited partnership with upstream, midstream, and minerals operations. Prior to Eagle Rock, Mr. Wood spent 11 years at Lehman Brothers Holdings, Inc. in a number of investment banking and investment management positions focused primarily on the MLP sector. Mr. Wood started his career in public accounting with Price Waterhouse LLP. He has an MBA from the University of Chicago, Booth School of Business and a BA from Baylor University.
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