San Juan Basin Royalty Trust Announces PNC Bank, National Association Signs an Agreement of Conditional Resignation with Argent Trust Company
12 September 2023 - 3:00PM
Business Wire
PNC Bank, National Association (“PNC”), as the trustee (the
“Trustee”) of the San Juan Basin Royalty Trust (the “Trust”) (NYSE:
SJT), announced that it has entered into an Agreement of
Conditional Resignation with Argent Trust Company, a Tennessee
chartered trust company (“Argent”), pursuant to which the Trustee
will be resigning as trustee of the San Juan Basin Royalty Trust,
and will nominate Argent as successor trustee.
PNC assumed the administration of the Trust in 2021 through the
acquisition of BBVA USA Bancshares, Inc. PNC’s decision to resign
is based on its determination that the administration of royalty
trusts, such as the Trust, is not part of its long-term strategy.
PNC has appreciated the opportunity to serve as Trustee of the San
Juan Basin Royalty Trust over the past two years and welcomes
collaborating with Argent in the transition as successor
trustee.
The Trustee’s resignation as Trustee, and Argent’s appointment
as successor trustee, are subject to certain conditions set forth
in the Agreement of Conditional Resignation, which include the Unit
Holders’ appointment of Argent as successor trustee and the
approval of any amendments to the San Juan Basin Royalty Trust
Indenture necessary to permit Argent to serve as successor
trustee.
The Trustee will provide all Unit Holders with proxy materials
and information regarding a special meeting of Unit Holders
scheduled to be held in December 2023.
Forward-Looking Statements
Any statements in this news release about plans for the Trust,
the expected timing of the completion (if any) of the proposed
resignation of the Trustee or appointment of a successor trustee,
and other statements containing the words “estimates,” “believes,”
“anticipates,” “plans,” “expects,” “will,” “may,” “intends” and
similar expressions, other than historical facts, constitute
forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements are subject to risks, uncertainties
and other important factors that could cause actual results and the
timing of certain events to differ materially from future results
expressed or implied by such forward-looking statements. Factors or
risks that could cause or contribute to such differences include,
but are not limited to the inability of the Trustee to resign or
Argent to assume duties as successor trustee due to the failure to
obtain necessary Unit Holder approval or the failure to satisfy
other conditions set forth in the Agreement.
Actual results may differ materially from those indicated by
such forward-looking statements. In addition, the forward-looking
statements included in the materials represent the Trustee’s views
as of the date hereof. The Trustee anticipates that subsequent
events and developments may cause its views to change. However,
while the Trustee may elect to update these forward-looking
statements at some point in the future, it specifically disclaims
any obligation to do so. These forward-looking statements should
not be relied upon as representing the Trustee’s views as of any
date subsequent to the date hereof.
Additional Information and Where to Find It
In connection with the Trustee’s proposed resignation and
nomination of Argent as successor trustee, the Trust will file with
the SEC and furnish to the Trust’s Unit Holders a proxy statement
and other relevant documents. This news release does not constitute
a solicitation of any vote or approval. THE TRUST’S UNIT HOLDERS
ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND
ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE
PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROXY
STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION.
Unit Holders will be able to obtain a free copy of documents
filed with the SEC at the SEC’s website at http://www.sec.gov. In
addition, Unit Holders may obtain a free copy of the Trust’s
filings with the SEC from the Trust’s website at http://
www.sjbrt.com or by directing a request to the Trustee by calling
(866) 809-4553.
The Trust, the Trustee and the Trustee’s directors, executive
officers and certain other members of management and employees of
the Trustee may be deemed “participants” in the solicitation of
proxies from Unit Holders of the Trust in favor of the proposed
transaction. Information regarding the persons who may, under the
rules of the SEC, be considered participants in the solicitation of
the Unit Holders of the Trust in connection with the proposed
transaction, and their direct or indirect interests, by security
holdings or otherwise, which may be different from those of the
Trust’s Unit Holders generally, will be set forth in the proxy
statement and the other relevant documents to be filed with the
SEC. You can find information about the Trustee in the Trust’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2022.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230912068455/en/
San Juan Basin Royalty Trust PNC Bank, National Association PNC
Asset Management Group 2200 Post Oak Blvd., Floor 18 Houston, TX
77056 website: www.sjbrt.com e-mail: sjt@pnc.com Ross Durr, RPL,
Senior Vice President & Mineral Interest Director Kaye Wilke,
Investor Relations, toll-free: (866) 809-4553
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