SCHEDULE 13D/A: Boaz Energy II and Eves Cease Significant Beneficial Ownership in PermRock Royalty Trust
Schedule 13D Amendment (Exit Filing)
Boaz Energy II, LLC and related individuals, Marshall and Karan Eves, have filed an exit amendment to their Schedule 13D, reporting the sale of 4,884,861 Trust Units in PermRock Royalty Trust and ceasing to be beneficial owners of more than five percent.
Summary
- Boaz Energy II, LLC and its wholly-owned subsidiary, Boaz Energy II Royalty, LLC (collectively, the Seller), sold 4,884,861 Trust Units of PermRock Royalty Trust to T2S Permian Acquisition II LLC (the Buyer) on March 31, 2025.
- This transaction was executed pursuant to a previously announced Purchase and Sale Agreement dated January 10, 2025.
- Prior to the closing of the sale, the Buyer assigned its rights to acquire the Trust Units to Ustx LLC, a wholly-owned subsidiary of the Buyer.
- As a direct consequence of this sale, Boaz Energy II, LLC no longer holds any beneficial ownership in PermRock Royalty Trust.
- Marshall Eves and Karan Eves each continue to directly own 4,400 Trust Units, resulting in an aggregate beneficial ownership of 8,800 Trust Units, which represents 0.1% of the total outstanding units.
- This Amendment No. 10 to Schedule 13D serves as an 'exit filing' for Boaz Energy II, LLC, Marshall Eves, and Karan Eves, as they have ceased to be beneficial owners of more than five percent of the outstanding Trust Units.
- The total outstanding Trust Units in PermRock Royalty Trust were reported as 12,165,732 as of March 28, 2025, based on the Issuer's Annual Report on Form 10-K for the year ended December 31, 2024.
Sentiment
Score: 5
Explanation: The document is neutral, providing factual information about a change in beneficial ownership that was previously announced. It contains no positive or negative operational or financial news for the Issuer.
Future Outlook
The document does not provide any forward-looking statements or guidance regarding the Issuer's future operations or financial performance.
Industry Context
This filing is a routine disclosure of a change in significant beneficial ownership for a royalty trust. It does not provide information to analyze broader industry trends or competitor actions.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Transfer of Rights | Boaz Energy transferred its rights under a Registration Rights Agreement, dated May 4, 2018, to the Buyer (T2S Permian Acquisition II LLC). | 2025-03-31 | This transfers the registration rights associated with the sold units from the former holder to the new holder, ensuring the new holder can register the units for resale if needed. |
Related Party Transactions
- The sale of 4,884,861 Trust Units by Boaz Energy II, LLC and its subsidiary, along with the continued direct ownership by Marshall and Karan Eves, represents a transaction involving parties previously identified as significant beneficial owners.
Stakeholder Impact
- Shareholders: The transaction results in a change of a significant beneficial owner, potentially altering the shareholder base and influence structure. However, as the sale was previously announced, the direct impact on existing shareholders from this filing is likely minimal.
- Creditors: No direct impact on creditors is indicated by this change in beneficial ownership.
Next Steps
- This Amendment No. 10 is the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons, meaning no further filings are expected from these specific parties regarding their beneficial ownership.
Key Dates
| Date | Description |
|---|---|
| 2018-05-04 | Date of Registration Rights Agreement between Boaz Energy and the Issuer. |
| 2018-05-14 | Original Schedule 13D filing date. |
| 2021-02-04 | Amendment No. 1 to Schedule 13D filed. |
| 2022-06-28 | Amendment No. 2 to Schedule 13D filed. |
| 2022-11-16 | Amendment No. 3 to Schedule 13D filed. |
| 2022-12-21 | Amendment No. 4 to Schedule 13D filed. |
| 2023-01-27 | Amendment No. 5 to Schedule 13D filed. |
| 2023-02-22 | Amendment No. 6 to Schedule 13D filed. |
| 2023-07-31 | Amendment No. 7 to Schedule 13D filed. |
| 2023-12-06 | Amendment No. 8 to Schedule 13D filed. |
| 2025-01-10 | Date of Purchase and Sale Agreement between Seller and Buyer. |
| 2025-01-14 | Amendment No. 9 to Schedule 13D filed. |
| 2025-03-28 | Date of Issuer's Annual Report on Form 10-K for the year ended December 31, 2024, reporting 12,165,732 total outstanding Trust Units. |
| 2025-03-31 | Date of event requiring filing; Seller sold Subject Trust Units to Buyer; Reporting Persons ceased to be beneficial owners of more than five percent. |
| 2025-04-01 | Signature date for Amendment No. 10. |
Keywords
PermRock Royalty Trust, Trust Units, Schedule 13D, Beneficial Ownership, Boaz Energy II LLC, Marshall Eves, Karan Eves, SEC Filing, Exit Filing, Oil and Gas Royalty Trust, Ownership Change
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