UNITED STATES
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
Date of Report
November 2, 2011
(Date of earliest event reported)
Torch Energy Royalty Trust
(Exact name of registrant as specified in its charter)
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Delaware
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1-12474
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74-6411424 |
(State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer |
incorporation or organization)
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Identification Number) |
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
(Address of principal executive offices, including zip code)
302/636-6435
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On November 4, 2011, the Torch Energy Royalty Trust (the Trust) issued a press release announcing
that the Trust had entered into a non-binding letter of interest on November 2, 2011 with respect
to the sale of the Trusts net profits interests attributable to underlying working interests in
certain fields that produce from the Cotton Valley and Austin Chalk formations in Texas and the
Chalkley field in Louisiana. The closing of any transaction is subject to due diligence, the
negotiation and execution of mutually acceptable definitive agreements and the satisfaction of any
conditions to closing set forth in those agreements. There can be no assurance that these
discussions will lead to a transaction, or that the terms set forth in any definitive agreements
will be consistent with the current expectations of the parties.
On November 3, 2011, the Trust notified Robinsons Bend Production II, LLC that it was the
successful bidder in the public auction of the sale of the Trusts net profits interests
attributable to underlying working interests in certain fields that produce from the Robinsons
Bend formations in the Black Warrior Basin in Alabama. The transaction is subject to the
negotiation and execution of mutually acceptable definitive agreements.
Each of the transactions described above are anticipated to close before December 31, 2011.
The press release is included herewith as Exhibit 99.1 and is incorporated into this Item 8.01 by
reference.
This information is being furnished pursuant to Item 8.01 of Form 8-K and shall not be deemed
filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the
Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such
a filing.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K and Exhibit 99.1 hereto may contain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the
Trusts business that is not historical information. As a general matter, forward-looking
statements are those focused upon future or anticipated events or trends and expectations and
beliefs relating to matters that are not historical in nature. The words believe, expect,
plan, intend, estimate, or anticipate and similar expressions, as well as future or
conditional verbs such as will, should, would, and could, often identify forward-looking
statements. The Trust believes there is a reasonable basis for its expectations and beliefs, but
they are inherently uncertain, and the Trust may not realize its expectations and its beliefs may
not prove correct. These and other risks, uncertainties and assumptions are detailed in the Risk
Factors section and elsewhere in the documents filed by the Trust with the Securities and Exchange
Commission. Accordingly, there are or will be important factors that could cause actual outcomes
or results to differ materially from those indicated in these statements. The Trust undertakes no
obligation to publicly update or revise any forward-looking statement, whether as a result of new
information, future events, or otherwise.