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): June 14, 2018
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)) |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 14, 2018, the board of directors of Black Stone Minerals GP, L.L.C. (the “General Partner”), the general partner of Black Stone Minerals, L.P. (the “Partnership”), appointed Jeff Wood as President of the General Partner in addition to his current role as Chief Financial Officer. Thomas L. Carter, Jr. resigned as President but will continue as Chief Executive Officer and Chairman of the General Partner.
Mr. Wood, 47, has served as Senior Vice President and Chief Financial Officer of the General Partner since November 2016. Mr. Wood has 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.
| Item 7.01 | Regulation FD Disclosure |
On June 18, 2018, the Partnership issued a press release announcing the promotion of Jeff Wood to President. 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 | ||
| Number |
Description | |
| 99.1 | Press release dated June 18, 2018 | |
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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: June 18, 2018 | By: | /s/ Steve Putman | ||||
| Steve Putman | ||||||
| Senior Vice President, General Counsel, and Secretary | ||||||
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Exhibit 99.1
|
News For Immediate Release |
Black Stone Minerals, L.P. Announces Promotion of Jeff Wood to President
HOUSTON, June 18, 2018 (BUSINESS WIRE) - Black Stone Minerals, L.P. (NYSE: BSM) (“Black Stone Minerals,” “Black Stone,” or “the Partnership”) today announces that Jeff Wood has been appointed as President of the Partnership in addition to his current role as Chief Financial Officer. Thomas L. Carter, Jr. will continue as Black Stone Minerals’ Chief Executive Officer and Chairman.
“Jeff brings over 20 years of relevant leadership experience in the energy industry and has done an excellent job overseeing our financing strategy in his current position.” said Mr. Carter. “I am excited for him to take a broader leadership role with this promotion to President, and look forward to working with him and the rest of our outstanding management team to continue to deliver value for Black Stone’s unit holders.”
Black Stone’s executive team following the appointment consists of:
| ● | Thomas L. Carter, Jr., Chief Executive Officer and Chairman |
| ● | Jeffrey P. Wood, President and Chief Financial Officer |
| ● | Holbrook F. Dorn, Senior Vice President, Business Development |
| ● | Brock Morris, Senior Vice President, Engineering and Geology |
| ● | Steve Putman, Senior Vice President, General Counsel, and Secretary |
Full biographies can be found at Black Stone Minerals’ website at www.blackstoneminerals.com/About-Us/Our-Management-Team.
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 41 states and 64 onshore basins in the continental United States. The Partnership also owns and selectively participates as a non-operating working interest 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
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