Chesapeake Granite Wash Trust (CHKR)
OTOTC · · CUSIP 165185109
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Security Profile

Security Type
U.S. Royalty Trust
CUSIP
165185109
Market Cap
Micro Cap · $23 Million
IPO
11/14/2011 · $19.00/unit
Business: Chesapeake Granite Wash Trust owns term and perpetual royalty interests in oil, natural gas liquids and natural gas properties leased by Tapstone Energy, LLC in the Colony Granite Wash play, located in Washita County, Oklahoma. These royalty interests will entitle the trust to receive, after the deduction of post-production expenses and taxes, (a) 90% of the proceeds attributable to Tapstone Energy's net revenue interest in the sale of production from 69 horizontal producing wells and (b) 50% of the proceeds attributable to Tapstone Energy's net revenue interest in the sale of production from 118 horizontal development wells to be drilled within an Area of Mutual Interest consisting of approximately 45,400 gross acres (28,700 net acres) held by Tapstone Energy's. The number of wells required to be drilled may increase or decrease in proportion to Tapstone Energy’s actual net revenue interest in each well and other factors described herein. The trust will not be responsible for any costs related to the drilling of these wells. The trust will be treated as a partnership for U.S. federal income tax purposes. Chesapeake Energy Corporation conveyed to the trust certain royalty interests in exchange for common and subordinated units collectively representing a 50% beneficial interest in the trust (without giving effect to the exercise of the underwriters’ option to purchase additional units), as well as all of the net proceeds of the IPO offering. The Trust Unitholders. As a trust unitholder, you will receive quarterly distributions of cash from the proceeds that the trust receives from Tapstone Energy's sale of oil, natural gas liquids and natural gas from properties subject to the royalty interests to be held by the trust. The amount of the distributions will be impacted by oil and natural gas liquids hedges to which the trust will be a party. The Trust will dissolve and begin to liquidate on June 30, 2031, or earlier upon certain events, and will soon thereafter wind up its affairs and terminate. At the Termination Date, (a) 50% of the total Royalty Interests conveyed by the Operator (the “Term Royalties”) will revert automatically to the Operator and (b) 50% of the total Royalty Interests conveyed by the Operator will be retained by the Trust and thereafter sold. The net proceeds of the sale of the Perpetual Royalties, as well as any remaining Trust cash reserves, will be distributed to the unitholders on a pro rata basis. The Operator will have a right of first refusal to purchase the Perpetual Royalties retained by the Trust at the Termination Date.
Notes: October 6, 2021 -- Tapstone Energy Holdings, LLC, a Delaware limited liability company (“Tapstone Holdings”), the parent of Tapstone Energy, LLC (“Tapstone”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Diversified Energy Company PLC (“Diversified”), the parent of Diversified Production LLC (“Diversified Production”), and certain of its affiliates, including Diversified Production. Upon the terms and subject to the conditions set forth in the Merger Agreement, a wholly owned subsidiary of Diversified merged with and into Tapstone Holdings with Tapstone Holdings as the surviving entity, resulting in Tapstone Holdings and Tapstone becoming wholly owned subsidiaries of Diversified. The terms and conditions of the Merger Agreement were fulfilled on December 7, 2021, and Tapstone Holdings became a wholly owned subsidiary of Diversified (the “Merger”). Diversified financed the $419 million consideration in connection with the Merger with debt financing, along with co-investments by funds managed by Oaktree Capital Management, L.P. The Trust expects to continue in the normal course without disruption to the unitholders, and the Merger is not expected to have an impact on the operations and future distributions of the Trust.. <p> November 10, 2020 -- Chesapeake Energy Corporation, an Oklahoma corporation (“Chesapeake”), held an auction supervised by the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) for its Mid-Continent asset, which includes all properties underlying the royalty interests owned by Chesapeake Granite Wash Trust, a Delaware statutory trust (the “Trust”). At the conclusion of the auction, the successful bidder was Tapstone Energy, LLC, a Delaware limited liability company (“Tapstone”) and KL CHK SPV, LLC, a Delaware limited liability company for an aggregate purchase price of $130.45 million. The sale closed on December 11, 2020 (the “Mid-Con Sale”). In connection with the Mid-Con Sale, Chesapeake entered into an Assignment and Assumption Agreement, dated as of December 11, 2020 (the “Assignment Agreement”), by and among Chesapeake, Chesapeake Exploration, L.L.C., an Oklahoma limited liability company (“CELLC”) and Chesapeake E&P Holding, L.L.C., an Oklahoma limited liability company (“Chesapeake E&P,” and together with Chesapeake and CELLC, the “Assignors”), and Tapstone, whereby the Assignors assigned to Tapstone, and Tapstone agreed to assume all duties and obligations of the Assignors with respect to, the following material agreements of the Trust: (i) Amended and Restated Trust Agreement, dated as of November 16, 2011, by and among Chesapeake, CELLC, The Bank of New York Mellon Trust Company, N.A., as Trustee, and The Corporation Trust Company, as Delaware Trustee; (ii) Administrative Services Agreement, dated as of November 16, 2011, by and between Chesapeake and the Trust; (iii) Perpetual Overriding Royalty Interest Conveyance (PDP), dated as of November 16, 2011, by and between CELLC and the Trust; (iv) Perpetual Overriding Royalty Interest Conveyance (PUD), dated as of November 16, 2011, by and between CELLC and the Trust; (v) Term Overriding Royalty Interest Conveyance (PDP), dated as of November 16, 2011, by and between CELLC and Chesapeake E&P; (vi) Term Overriding Royalty Interest Conveyance (PUD), dated as of November 16, 2011, by and between CELLC and Chesapeake E&P; (vii) Registration Rights Agreement, dated as of November 16, 2011, by and among Chesapeake, CELLC and the Trust; and (viii) Assignment of Term Overriding Royalty Interests, dated as of November 16, 2011, by and between Chesapeake E&P and the Trust. The foregoing description of the Assignment Agreement does not purport to be complete and is qualified in its entirety by reference to the Assignment Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Company Contact

Headquarters
The Bank of NY Mellon Trust Co., 601 Travis Street, Floor 16, Houston, TX 77002
Phone
512-236-6555
Investor Relations
Monika Rusin · 212-815-5787 · monika.kozdra@bnymellon.com
SEC EDGAR Filings
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