Torch Energy Royalty Trust Announces Filing of Form 15 to End Reporting Obligations Under the United States Securities Exchange Act of 1934
HOUSTON, Feb. 21, 2014 /PRNewswire/ -- Torch Energy Royalty Trust (the "Trust") (OTC PINK Sheets: TRRU) (www.torchroyalty.com) today announced that it filed a Form 15 with the Securities and Exchange Commission (the "SEC") on February 20, 2014 to terminate the registration of its units and suspend its reporting obligations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Trust is eligible to terminate its registration by filing a Form 15 because it has fewer than 300 unitholders of record.
As a result of filing the Form 15, the Trust will no longer be required to file reports under the Exchange Act, including quarterly reports on Form 10-Q, annual reports on Form 10-K, and current reports on Form 8-K. The Trust expects that deregistration will become effective 90 days after the filing of the Form 15 with the SEC.
Pursuant to the Trust Agreement, the trustee established a cash reserve following the termination of the Trust in January 2008. Such cash reserve is comprised of certain net proceeds received by the Trust which were withheld from cash distributions to unitholders for the payment of actual, contingent and uncertain liabilities associated with the liquidation and winding down of the Trust. The Trust's cash reserve will be held by the Trust until all expenses have been paid in connection with the wind down. To the extent that any of the cash reserve remains after the payment of all of the Trust's expenses, the trustee may make one or more additional cash distributions to the unitholders of record; however, no assurance can be made that any such distributions will occur.
All of the assets of the Trust have been sold as of August 30, 2013 and the trustee is in the process of winding down the Trust as previously approved by the affirmative vote of the requisite number of unitholders. The Trust no longer receives any net proceeds from the net profits interests as of the effective date of the purchase agreement for those assets (May 1, 2013).
About the Trust
The Trust was terminated by a vote of the unitholders in January 2008. The Trust is currently in the wind down period. Pursuant to the Trust Agreement, upon termination of the Trust, the assets of the Trusts were to be sold and the proceeds distributed to unitholders. Following a public auction of the Trust's assets, the Trust sold its net profits interests associated with the oil and gas properties located in the Robinson's Bend Field in the Black Warrior Basin to Robinson's Bend Production II, LLC. In August 2013, the Trust sold its net profits interests attributable to the underlying working interests in certain fields that produce from the Cotton Valley and Austin Chalk formations in the State of Texas and the Chalkley field located in the State of Louisiana.
Additional information about the Trust can be found in the Trust's filings with the Securities and Exchange Commission and on the Trust's website, www.torchroyalty.com.
A Note on Forward-Looking Statements:
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the Trust's business that is not historical information. As a general matter, forward-looking statements are those focused upon future or anticipated events or trends and expectations and beliefs relating to matters that are not historical in nature. The words "believe," "expect," "plan," "intend," "estimate," or "anticipate" and similar expressions, as well as future or conditional verbs such as "will," "should," "would," and "could," often identify forward-looking statements. The Trust believes there is a reasonable basis for its expectations and beliefs, but they are inherently uncertain, and the Trust may not realize its expectations and its beliefs may not prove correct. These and other risks, uncertainties and assumptions are detailed in the "Risk Factors" section and elsewhere in the documents filed by the Trust with the Securities and Exchange Commission. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. The Trust undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
SOURCE Torch Energy Royalty Trust