Attached files
file | filename |
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EX-3.1 - EX-3.1 - ECA Marcellus Trust I | l40222exv3w1.htm |
EX-10.4 - EX-10.4 - ECA Marcellus Trust I | l40222exv10w4.htm |
EX-10.3 - EX-10.3 - ECA Marcellus Trust I | l40222exv10w3.htm |
EX-10.9 - EX-10.9 - ECA Marcellus Trust I | l40222exv10w9.htm |
EX-10.1 - EX-10.1 - ECA Marcellus Trust I | l40222exv10w1.htm |
EX-10.6 - EX-10.6 - ECA Marcellus Trust I | l40222exv10w6.htm |
EX-10.7 - EX-10.7 - ECA Marcellus Trust I | l40222exv10w7.htm |
EX-10.5 - EX-10.5 - ECA Marcellus Trust I | l40222exv10w5.htm |
EX-10.8 - EX-10.8 - ECA Marcellus Trust I | l40222exv10w8.htm |
EX-10.2 - EX-10.2 - ECA Marcellus Trust I | l40222exv10w2.htm |
EX-99.1 - EX-99.1 - ECA Marcellus Trust I | l40222exv99w1.htm |
EX-10.10 - EX-10.10 - ECA Marcellus Trust I | l40222exv10w10.htm |
EX-10.12 - EX-10.12 - ECA Marcellus Trust I | l40222exv10w12.htm |
EX-10.11 - EX-10.11 - ECA Marcellus Trust I | l40222exv10w11.htm |
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 7, 2010
Date of Report (Date of earliest event reported)
Date of Report (Date of earliest event reported)
ECA MARCELLUS TRUST I
(Exact name of Registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) |
001-34800 (Commission File Number) |
27-6522024 (IRS Employer Identification Number) |
919 Congress Avenue
Austin, Texas 78701
(Address of principal executive offices)
(800) 852-1422
(Registrants telephone number, including area code)
Austin, Texas 78701
(Address of principal executive offices)
(800) 852-1422
(Registrants telephone number, including area code)
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On July 7, 2010 (the Closing Date) The Bank of New York Mellon Trust Company, N.A., as
trustee (the Trustee) of ECA Marcellus Trust I (the Trust), not in its individual capacity but
solely as trustee of the Trust, and Energy Corporation of America (ECA) entered into (a) a
Perpetual Overriding Royalty Interest Conveyance (PDP) and (b) a Perpetual Overriding Royalty
Conveyance (PUD) (collectively, the Conveyances) pursuant to which ECA transferred to the Trust
perpetual royalty interests in certain natural gas properties in which ECA holds
interests. The description of the Conveyances contained in the section entitled Description of the
Royalty Interests of the Trusts final prospectus dated June 30, 2010 (File No. 333-165833) and
filed on July 1, 2010 with the Commission pursuant to Rule 424(b)(1) under the Securities Act (the
Final Prospectus) is incorporated herein by reference. Copies of the respective Conveyances are
filed as Exhibits 10.1 and 10.2 to this Form 8-K and are incorporated herein by
reference.
On the Closing Date, the Trustee, not in its individual capacity but solely as trustee of
the Trust, and certain private investors of ECA (the Private Investors) entered into an
Assignment of Royalty Interests pursuant to which the Private Investors transferred to the Trust
perpetual royalty interests in certain natural gas properties in which the Private Investors had
interests. The Private Investors conveyed royalty interests identical in nature to the Perpetual
Overriding Royalty Interest Conveyance (PDP) conveyed by ECA to the Trust. The description of the
Assignment of Royalty Interests contained in the section entitled Certain Transactions of the
Final Prospectus is incorporated by reference herein. A copy of the Assignment of Royalty
Interests is filed as Exhibit 10.3 to this Form 8-K and is incorporated herein by reference.
On the Closing Date the Trustee, not in its individual capacity but solely as trustee of
the Trust, and Eastern Marketing Corporation, a wholly owned subsidiary of ECA (EMCO), entered
into an Assignment of Royalty Interest (the EMCO Conveyance) pursuant to which EMCO transferred
to the Trust (a) a Term Overriding Royalty Conveyance (PDP) and (b) a Term Overriding Royalty Conveyance (PUD) initially transferred from ECA to EMCO.
Descriptions of the Term Overriding Royalty Conveyance (PDP), the Term Overriding Royalty Conveyance (PUD) and the
EMCO Conveyance
contained in the section entitled Description of the Royalty Interests of the Final Prospectus is
incorporated herein by reference. Copies of the respective
conveyances are filed as Exhibits 10.4, 10.5 and 10.6 to this
Form 8-K and are incorporated herein by reference.
On the Closing Date ECA and the Trustee, not in its individual capacity but solely as
trustee of the Trust, also entered into an Administrative Services Agreement (the Administrative
Services Agreement) pursuant to which ECA has agreed to provide the Trust with accounting,
bookkeeping and informational services to be performed by ECA on behalf of the Trust relating to
the royalty interests in exchange for an annual administrative services fee of $60,000 to be paid
to ECA on a quarterly basis. The description of the Administrative Services Agreement contained in
the section entitled The Trust Administrative Services Agreement and Development Agreement of
the Final Prospectus is incorporated herein by reference. A copy of the Administrative Services
Agreement is filed as Exhibit 10.7 to this Form 8-K and is incorporated herein by reference.
On the Closing Date ECA and the Trustee, not in its individual capacity but solely as
trustee of the Trust, also entered into a Development Agreement (the Development Agreement)
pursuant to which ECA has agreed to drill certain wells as described in the Final Prospectus. The
description of the Development Agreement contained in the section entitled The Trust
Administrative Services Agreement and Development Agreement of the Final Prospectus is
incorporated herein by reference. A copy of the Development Agreement is filed as Exhibit 10.8 to
this Form 8-K and is incorporated herein by reference.
On the Closing Date ECA and the Trust also entered into a Swap Agreement (the Swap
Agreement) pursuant to which ECA has agreed to provide the Trust with the benefit of certain
contracts entered into between ECA and third parties relating to a portion of the estimated natural
gas expected to be produced from the properties in which the Trust has an interest from April 1,
2010 through March 31, 2014, all as described in the Final Prospectus. The description of the Swap
Agreement contained in the section entitled Description of the Royalty Interests Hedging
Contracts Transferred to the Trust of the Final Prospectus is incorporated herein by reference. A
copy of the Swap Agreement is filed as Exhibit 10.9 to this Form 8-K and is incorporated herein by
reference.
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On the Closing Date ECA and the Trustee, not in its individual capacity but solely as
trustee of the Trust, also entered into a Mortgage, Assignment of Leases, Security Agreement,
Fixture Filing and Financing Statement (the Drilling Support Lien Agreement) pursuant to which
ECA has granted to the Trust a lien on ECAs interest in the Marcellus Shale formation in the AMI
(as described in the Final Prospectus) (except for certain producing wells and any other wells
which are not subject to the Royalty Interests described in the Final Prospectus) in order to
secure the estimated amount of the drilling costs for the wells ECA has agreed to drill as
described in the Final Prospectus. The description of the Drilling Support Lien Agreement contained
in the section entitled The Trust Administrative Services Agreement and Development Agreement
of the Final Prospectus is incorporated herein by reference. A copy of the Drilling Support Lien
Agreement is filed as Exhibit 10.10 to this Form 8-K and is incorporated herein by reference.
On the Closing Date, ECA and the Trustee, not in its individual capacity but solely as
trustee of the Trust, also entered into a Mortgage, Assignment of Leases, Security Agreement,
Fixture Filing and Financing Statement (the Royalty Interest Lien Agreement) pursuant to which
ECA has granted to the Trust a lien on the Subject Interest and the Subject Gas (both as described
in the Final Prospectus), to the extent described in the Final Prospectus, to provide protection to
the Trust in case the royalty interests were not considered real property interests in the event of
a bankruptcy of ECA, all as described in the Final Prospectus. The description of the Royalty
Interest Lien Agreement contained in the section entitled Description of the Royalty Interests
Royalty Interest Lien of the Final Prospectus is incorporated herein by reference. A copy of the
Royalty Interest Lien Agreement is filed as Exhibit 10.11 to this Form 8-K and is incorporated
herein by reference.
On the Closing Date, ECA, certain affiliates of ECA and the Trust entered into a
Registration Rights Agreement (the Registration Rights Agreement) pursuant to which ECA, such
affiliates and certain permitted transferees holding registrable securities would be entitled,
beginning 180 days after the date of the Registration Rights Agreement, to demand that the Trust
use its reasonable best efforts to effect the registration of the registrable securities under the
Securities Act of 1933, as amended (the Securities Act). The holders of the registrable
securities are entitled to demand a maximum of three such registrations. The description of the
Registration Rights Agreement contained in the section entitled Trust Units Eligible for Future
Sale Registration Rights of the Final Prospectus is incorporated herein by reference. A copy of
the Registration Rights Agreement is filed as Exhibit 10.12 to this Form 8-K and is incorporated
herein by reference.
The Bank of New York Mellon Trust Company, N.A. also serves as trustee of Eastern
American Natural Gas Trust (NGT). NGT was formed by ECA. The Bank of New York Mellon Trust
Company, N.A., in its capacity as trustee of NGT, is a party to an Amended and Restated Trust
Agreement and related agreements with ECA and its affiliates, including EMCO.
Item 3.02 Unregistered Sales of Equity Securities
The Trust also issued to certain private investors (the Private Investors)
1,313,879 Common Units in exchange for the conveyance of certain natural gas royalties to the
Trust. ECA has previously agreed to purchase 209,312 Common Units from certain of these Private
Investors following the closing of the offering. The foregoing transactions were undertaken in
reliance upon the exemption from the registration requirements of the Securities Act contained in
Section 4(2) thereof.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On the Closing Date ECA, the Trustee, not in its individual capacity but solely as
trustee of the Trust, and Corporation Trust Company, as Delaware trustee of the Trust, entered into
an Amended and Restated Trust Agreement (the Amended and Restated Trust Agreement) in connection
with the closing of the transactions contemplated by the underwriting agreement dated June 30, 2010
(the Underwriting Agreement) among the Trust, ECA and the underwriters named therein. The
description of the Amended and Restated Trust Agreement contained in the section entitled
Description of the Trust Agreement of the Final Prospectus is incorporated herein by reference. A
copy of the Amended and Restated Trust Agreement is filed as Exhibit 3.1 to this Form 8-K and is
incorporated herein by reference.
-3-
Item 7.01 Regulation FD Disclosure
On July 7, 2010, the Trust announced it had completed its initial public offering of
8,802,500 Common Units. A copy of the press release is furnished as Exhibit 99.1 hereto and is
incorporated herein by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not
be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 and
will not be incorporated by reference into any filing under the Securities Act unless specifically
identified therein as being incorporated therein by reference.
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Item 9.01. Financial Statements and Other Exhibits
(d) Exhibits
Exhibit No. | Description | |
3.1
|
Amended and Restated Trust Agreement of ECA Marcellus Trust I, dated July 7, 2010, by and among Energy Corporation of America, The Bank of New York Mellon Trust Company, N.A., as Trustee, and Corporation Trust Company, as Delaware Trustee. | |
10.1
|
Perpetual Overriding Royalty Interest Conveyance (PDP), dated effective April 1, 2010, from Energy Corporation of America to The Bank of New York Mellon Trust Company, N.A., as Trustee. | |
10.2
|
Perpetual Overriding Royalty Interest Conveyance (PUD), dated effective April 1, 2010, from Energy Corporation of America to The Bank of New York Mellon Trust Company, N.A., as Trustee. | |
10.3
|
Private Investor Conveyance, dated July 7, 2010, by and among ECA Marcellus Trust I and certain private investors named therein | |
10.4
|
Assignment of Royalty Interest, dated effective April 1, 2010, from Eastern Marketing Corporation to The Bank of New York Mellon Trust Company, N.A., as Trustee. | |
10.5
|
Term Overriding Royalty Interest Conveyance (PDP), dated effective April 1, 2010, from Energy Corporation of America to Eastern Marketing Corporation. | |
10.6
|
Term Overriding Royalty Interest Conveyance (PUD), dated effective April 1, 2010, from Energy Corporation of America to Eastern Marketing Corporation. | |
10.7
|
Administrative Services Agreement, dated July 7, 2010, by and between Energy Corporation of America and The Bank of New York Mellon Trust Company, N.A., as Trustee. | |
10.8
|
Development Agreement, dated July 7, 2010, by and between Energy Corporation of America and The Bank of New York Mellon Trust Company, N.A., as Trustee. | |
10.9
|
Swap Agreement, dated July 7, 2010, by and between Energy Corporation of America and ECA Marcellus Trust I. | |
10.10
|
Drilling Support Lien Agreement, dated July 7, 2010, by and between Energy Corporation of America and The Bank of New York Mellon Trust Company, N.A. | |
10.11
|
Royalty Interest Lien Agreement, dated July 7 2010, by and between Energy Corporation of America and The Bank of New York Mellon Trust Company, N.A., as Trustee. | |
10.12
|
Registration Rights Agreement, dated July 7, 2010, by and among ECA Marcellus Trust I, Energy Corporation of America, John Mork and Julie Mork. | |
99.1
|
Press Release issued July 7, 2010 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ECA MARCELLUS TRUST I (Registrant) By: The Bank of New York Mellon Trust Company, N.A. as Trustee |
||||
/s/ Mike J. Ulrich | ||||
Mike J. Ulrich | ||||
Vice President | ||||
Dated:
July 13, 2010
-6-
Exhibit Index
Item 9.01. Financial Statements and Other Exhibits
(d) Exhibits
Exhibit No. | Description | |
3.1
|
Amended and Restated Trust Agreement of ECA Marcellus Trust I, dated July 7, 2010, by and among Energy Corporation of America, The Bank of New York Mellon Trust Company, N.A., as Trustee, and Corporation Trust Company, as Delaware Trustee. | |
10.1
|
Perpetual Overriding Royalty Interest Conveyance (PDP), dated effective April 1, 2010, from Energy Corporation of America to The Bank of New York Mellon Trust Company, N.A., as Trustee. | |
10.2
|
Perpetual Overriding Royalty Interest Conveyance (PUD), dated effective April 1, 2010, from Energy Corporation of America to The Bank of New York Mellon Trust Company, N.A., as Trustee. | |
10.3
|
Private Investor Conveyance, dated July 7, 2010, by and among ECA Marcellus Trust I and certain private investors named therein | |
10.4
|
Assignment of Royalty Interest, dated effective April 1, 2010, from Eastern Marketing Corporation to The Bank of New York Mellon Trust Company, N.A., as Trustee. | |
10.5
|
Term Overriding Royalty Interest Conveyance (PDP), dated effective April 1, 2010, from Energy Corporation of America to Eastern Marketing Corporation. | |
10.6
|
Term Overriding Royalty Interest Conveyance (PUD), dated effective April 1, 2010, from Energy Corporation of America to Eastern Marketing Corporation. | |
10.7
|
Administrative Services Agreement, dated July 7, 2010, by and between Energy Corporation of America and The Bank of New York Mellon Trust Company, N.A., as Trustee. | |
10.8
|
Development Agreement, dated July 7, 2010, by and between Energy Corporation of America and The Bank of New York Mellon Trust Company, N.A., as Trustee. | |
10.9
|
Swap Agreement, dated July 7, 2010, by and between Energy Corporation of America and ECA Marcellus Trust I. | |
10.10
|
Drilling Support Lien Agreement, dated July 7, 2010, by and between Energy Corporation of America and The Bank of New York Mellon Trust Company, N.A. | |
10.11
|
Royalty Interest Lien Agreement, dated July 7 2010, by and between Energy Corporation of America and The Bank of New York Mellon Trust Company, N.A., as Trustee. | |
10.12
|
Registration Rights Agreement, dated July 7, 2010, by and among ECA Marcellus Trust I, Energy Corporation of America, John Mork and Julie Mork. | |
99.1
|
Press Release issued July 7, 2010 |
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