SandRidge Mississippian Trust I Announces Quarterly Distribution

Rhea-AI Summary

SandRidge Mississippian Trust I (OTC: SDTTU) announces a quarterly distribution of approximately $0.1 million, or $0.0029 per unit, for the period ending December 31, 2020. Distribution will occur on or before February 26, 2021. Average natural gas and NGL prices increased, but sales volumes have slightly decreased. The Trust faces a dissolution trigger due to cumulative cash available for distribution being less than $1.0 million. The Trustee will engage in asset sales and expects to wind up operations by Q3 2021, with potential quarterly distributions continuing until then.

Positive

• Quarterly distribution of approximately $0.1 million announced.
• Increase in average natural gas and NGL prices compared to the previous period.

Negative

• Cumulative cash available for distribution is approximately $815,000, triggering a requirement to dissolve.
• Expected decline in production as no additional development wells will be drilled.
• The winding up process may involve costs reducing distributions to unitholders.

SANDRIDGE MISSISSIPPIAN TRUST I (OTC: SDTTU) today announced a quarterly distribution for the three-month period ended December 31, 2020 (which primarily relates to production attributable to the Trust’s interests from September 1, 2020 to November 30, 2020) of approximately $0.1 million, or $0.0029 per unit. The Trust makes distributions on a quarterly basis on or about the 60th day following the completion of each quarter. The distribution is expected to occur on or before February 26, 2021 to holders of record as of the close of business on February 12, 2021.

During the three-month production period ended November 30, 2020, average natural gas and natural gas liquids (“NGL”) prices increased compared to the three-month period ended August 31, 2020. Combined sales volumes slightly decreased compared to the previous period. As no additional development wells will be drilled, the Trust’s production is expected to decline each quarter during the remainder of its life.

As described in the Trust’s annual and quarterly reports filed with the Securities and Exchange Commission (the “SEC”), the trust agreement governing the Trust requires the Trust to dissolve and commence winding up of its business and affairs if cash available for distribution for any four consecutive quarters, on a cumulative basis, is less than $1.0 million. As cash available for distribution for the four consecutive quarters ended September 30, 2020, on a cumulative basis, totaled approximately $815,000, the Trust was required to dissolve and commence winding up beginning as of the close of business on November 13, 2020 (the “dissolution trigger date”). Accordingly, the Trustee is required to sell all of the Trust’s assets, either by private sale or public auction, and distribute the net proceeds of the sale to the Trust unitholders after payment, or reasonable provision for payment, of all Trust liabilities, which is expected to include the establishment of cash reserves in such amounts as the Trustee in its discretion deems appropriate for the purpose of making reasonable provision for all claims and obligations of the Trust, including any contingent, conditional or unmatured claims and obligations, in accordance with the Delaware Statutory Trust Act. The sale process will involve costs that will reduce the amounts of any distributions to unitholders during the winding up period. As required by the trust agreement, the Trustee has engaged a third-party advisor to assist with the marketing and sale of the Trust’s assets. As provided in the trust agreement, SandRidge has a right of first refusal with respect to any sale of assets to a third party. The Trustee expects to complete the sale of the Trust’s assets and distribute the net proceeds of the sale to the Trust unitholders by the third quarter of 2021, and the Trust units are expected to be canceled shortly thereafter. Pending the sale or sales of the royalty interests, the Trust anticipates that it will continue to receive income from the royalty interests and will continue to make quarterly distributions to unitholders to the extent there is available cash after payment of Trust expenses and additions to cash reserves. The Trust will remain in existence until the filing of a certificate of cancellation with the Secretary of State of the State of Delaware following the completion of the winding up process.

The Trust owns royalty interests in oil and natural gas properties in the Mississippian formation in Alfalfa, Garfield, Grant and Woods counties in Oklahoma and is entitled to receive proceeds from the sale of production attributable to the royalty interests. As described in the Trust’s filings with the Securities and Exchange Commission (the “SEC”), the amount of the quarterly distributions is expected to fluctuate from quarter to quarter, depending on the proceeds received by the Trust as a result of actual production volumes, oil, natural gas and NGL prices, and the amount and timing of the Trust’s administrative expenses, among other factors. All Trust unitholders share distributions on a pro rata basis.

Volumes, average prices and distributable income available to unitholders for the period were (dollars in thousands, except average prices and per unit amount):

Sales Volumes
Oil (MBbl)	5
NGL (MBbl)	17
Natural Gas (MMcf)	186
Combined (MBoe)	54
Average Price
Oil (per Bbl)	$	38.06
NGL (per Bbl)	$	10.62
Natural Gas (per Mcf)	$	1.83
Natural Gas (per Mcf) including impact of post-production expenses	$	1.15
Revenues	$	732
Expenses	556
Distributable income	$	176
Additional cash reserve	96
Distributable income available to unitholders	$	80
Distributable income per unit (28,000,000 units issued and outstanding)	$	0.0029

As previously disclosed, commencing with the distribution to unitholders paid in the first quarter of 2019, the Trustee has withheld, and in the future intends to withhold, the greater of $35,000 or 3.5% of the funds otherwise available for distribution to Trust unitholders each quarter to gradually increase cash reserves for the payment of future known, anticipated or contingent expenses or liabilities by a total of approximately $1,425,000. In light of the early termination of the Trust, the Trustee has elected to withhold approximately $96,000, the remaining amount needed to reach its targeted cash reserve. Cash held in reserve will be invested as required by the Trust Agreement. Any cash reserved in excess of the amount necessary to pay or provide for the payment of future known, anticipated or contingent expenses or liabilities of the Trust eventually will be distributed to unitholders, together with interest earned on the funds.

Pursuant to Internal Revenue Code Section 1446, withholding tax on income effectively connected to a United States trade or business allocated to non-U.S. persons ("ECI") should be made at the highest marginal rate. Under Section 1441, withholding tax on fixed, determinable, annual, periodic income from United States sources allocated to non-U.S. persons should be made at 30% of gross income unless the rate is reduced by treaty. This is intended to be a qualified notice by SandRidge Mississippian Trust I to nominees and brokers as provided for under Treasury Regulation Section 1.1446-4(b), and while specific relief is not specified for Section 1441 income, this disclosure is intended to suffice. Nominees and brokers should withhold at the highest marginal rate on the distribution made to non-U.S. persons. The Tax Cuts and Jobs Act (the "TCJA") enacted in December 2017 treats a non-U.S. holder's gain on the sale of Trust units as ECI to the extent such holder would have had ECI if the Trust had sold all of its assets at fair market value on the date of the exchange. The TCJA also requires the transferee of units to withhold 10% of the amount realized on the sale of exchange of units (generally, the purchase price) unless the transferor certifies that it is not a nonresident alien individual or foreign corporation. Pending the finalization of proposed regulations under IRC Section 1446, the IRS has suspended this new withholding obligation with respect to publicly traded partnerships such as the Trust, which is classified as a partnership for federal and state income tax purposes.

This press release contains statements that are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release, other than statements of historical facts, are “forward-looking statements” for purposes of these provisions. These forward-looking statements include the amount and date of any anticipated distribution to unitholders; expectations regarding the timing of the completion of the sale process and the winding up of the Trust, including the cancellation of the Trust units; expectations regarding the costs involved in the sale process; and statements regarding the possibility of future distributions to unitholders during the winding up period. The anticipated distribution is based, in part, on the amount of cash received or expected to be received by the Trust from SandRidge with respect to the relevant period. Any differences in actual cash receipts by the Trust could affect this distributable amount. The amount of such cash received or expected to be received by the Trust (and its ability to pay distributions) has been and will be significantly and negatively impacted by prevailing low commodity prices, which have declined sharply since the beginning of 2020 in response to the economic effects of the COVID-19 pandemic and the announcement in March 2020 of planned production increases by Saudi Arabia and could remain low for an extended period of time or decline further. Continued low oil, NGL and natural gas prices will reduce revenues to the Trust, which will reduce the amount of cash available for distribution to unitholders and in certain periods could result in no distributions to unitholders. Other important factors that could cause actual results to differ materially include expenses of the Trust and reserves for anticipated future expenses, and the effect, impact, potential duration or other implications of the COVID-19 pandemic. Statements made in this press release are qualified by the cautionary statements made in this press release. Neither SandRidge nor the Trustee intends, and neither assumes any obligation, to update any of the statements included in this press release. An investment in Common Units issued by SandRidge Mississippian Trust I is subject to the risks described in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2019, the Trust’s Quarterly Report on Form 10-Q for the period ended September 30, 2020, and all of its other filings with the SEC. The Trust’s annual, quarterly and other filed reports are or will be available over the Internet at the SEC’s website at http://www.sec.gov.

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FAQ

What is the quarterly distribution amount for SandRidge Mississippian Trust I (SDTTU)?

The quarterly distribution amount is approximately $0.1 million, or $0.0029 per unit.

When will the distribution for SDTTU be made?

The distribution is expected to occur on or before February 26, 2021.

What caused the dissolution trigger for SandRidge Mississippian Trust I?

The dissolution trigger was caused by cumulative cash available for distribution falling below $1.0 million.

What is the expected future for SandRidge Mississippian Trust I after the dissolution?

The Trust expects to sell its assets and complete the winding up process by Q3 2021.

Will unitholders continue to receive distributions during the winding up period of SDTTU?

Yes, pending asset sales, the Trust anticipates that it will continue making quarterly distributions to the extent there is available cash.