0001104659-20-060864.txt : 20200513 0001104659-20-060864.hdr.sgml : 20200513 20200513161650 ACCESSION NUMBER: 0001104659-20-060864 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200513 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20200513 DATE AS OF CHANGE: 20200513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ECA Marcellus Trust I CENTRAL INDEX KEY: 0001487798 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 276522024 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34800 FILM NUMBER: 20873370 BUSINESS ADDRESS: STREET 1: C/O BNY MELLON STREET 2: 601 TRAVIS STREET, FLOOR 16 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 512-236-6555 MAIL ADDRESS: STREET 1: C/O BNY MELLON STREET 2: 601 TRAVIS STREET, FLOOR 16 CITY: HOUSTON STATE: TX ZIP: 77002 8-K 1 tm2019587-1_8k.htm FORM 8-K

 

 

 

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 (Date of earliest event reported): May 13, 2020

 

ECA MARCELLUS TRUST I

(Exact name of Registrant as specified in its charter)

 

Delaware  001-34800  27-6522024
(State or other jurisdiction of  (Commission  (I.R.S. Employer
incorporation or organization)  File Number)  Identification No.)

 

The Bank of New York Mellon Trust Company, N.A.

601 Travis, 16th Floor
Houston, Texas

77002
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (512) 236-6555

 

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

 

 

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 (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units of Beneficial Interest   ECT   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company         ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

ITEM 2.02. Results of Operations and Financial Condition.

 

Attached as Exhibit 99.1 is a press release issued on behalf of the Registrant. The information furnished is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

 

ITEM 9.01. Financial Statements and Exhibits.

 

(d)       Exhibits.

 

99.1  Press Release dated May 13, 2020.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  ECA Marcellus Trust I
   
  By: The Bank of New York Mellon Trust Company, N.A.,
    as Trustee
     
   
  By: /s/ Sarah Newell
  Name:  Sarah Newell
  Title: Vice President

 

Date: May 13, 2020

 

 

 

EX-99.1 2 tm2019587d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

ECA Marcellus Trust I

 

ECA Marcellus Trust I Announces There Will Be No Quarterly Distribution

 

ECA Marcellus Trust I

The Bank of New York Mellon Trust Company, N.A., Trustee

 

  News Release

 

For Immediate Release

 

HOUSTON, Texas May 13, 2020 —   ECA MARCELLUS TRUST I (NYSE: ECT) announced today that there will be no distribution paid for the quarter ended March 31, 2020 to holders of record as of the close of business on May 22, 2020, as Trust expenses exceeded net revenues to the Trust for the quarter.

 

The Trust was formed to own royalty interests in natural gas properties now held by Greylock Energy LLC, and certain of its wholly owned subsidiaries (“Greylock”) in the Marcellus Shale formation in Greene County, Pennsylvania. The Trust is entitled to receive certain amounts of the proceeds attributable to Greylock’s interest in the sale of production from the properties. As described in the Trust's filings, 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 production and natural gas prices and the amount of the Trust's administrative expenses, among other factors. The amount of proceeds received or expected to be received by the Trust (and its ability to pay distributions) has been and will continue to be directly affected by the volatility in commodity prices, which have declined since the beginning of 2020 primarily attributable to the economic effects of the COVID-19 pandemic and could remain low for an extended period of time. Continued low natural gas prices will reduce proceeds to which the Trust is entitled, which will reduce the amount of cash available for distribution to unitholders and in certain periods could result in no distributions to unitholders.

 

Pursuant to IRC 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 release is intended to be a qualified notice to nominees and brokers as provided for under Treasury Regulation Section 1.1446-4(b) by ECA Marcellus Trust I, and while specific relief is not specified for Section 1441 income, this disclosure is intended to suffice. For distributions made to non-U.S. persons, nominees and brokers should withhold at the highest effective tax rate.

 

This press release contains statements that are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and 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 unit holders. The anticipated distribution is based, in part, on the amount of cash received or expected to be received by the Trust from Greylock with respect to the relevant quarterly period. Any differences in actual cash receipts by the Trust could affect this distributable amount. 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 Greylock 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 ECA Marcellus 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, and all of its other filings with the Securities and Exchange Commission. The Trust's annual, quarterly and other filed reports are or will be available over the Internet at the SEC's web site at http://www.sec.gov.

 

Contact: ECA Marcellus Trust I
  The Bank of New York Mellon Trust Company, N.A., as Trustee
  Sarah Newell
  1(512) 236-6555
  601 Travis Street, 16th Floor Houston, TX 77002