Sec Form 13D Filing - Boaz Energy II, LLC filing for PermRock Royalty Trust (PRT) - 2025-01-14

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:On January 10, 2025, Boaz Energy II, LLC (Boaz Energy) entered into a Purchase and Sale Agreement (the Purchase and Sale Agreement), by and among Boaz Energy, Boaz Energy II Royalty, LLC, a wholly-owned subsidiary of Boaz Energy (Boaz Royalty and, together with, Boaz Energy, the Seller), and T2S Permian Acquisition II LLC (the Buyer), pursuant to which the Seller agreed to sell and assign, and the Buyer agreed to purchase and acquire, the 4,884,861 Trust Units held by Boaz Energy (the Subject Trust Units), effective as of the closing date of the transactions contemplated by the Purchase and Sale Agreement (the "Closing"), as well as certain other oil and gas properties held by the Seller (collectively with the Subject Trust Units, the "Assets" and the transactions to be consummated at the Closing, the Sale).Pursuant to the Purchase and Sale Agreement, as consideration for the purchase, sale and assignment of the Subject Trust Units from Boaz Energy to the Buyer, the Buyer agreed to pay to the Seller an amount in cash equal to $12,102,500. Following the Closing of the Sale, and Boaz Energy's conveyance to the Buyer of the Subject Trust Units in connection therewith, Boaz Energy will no longer beneficially own any Trust Units; however, each of Marshall Eves and Karan Eves will directly continue to own 4,400 Trust Units. In addition, in connection with the Closing, it is contemplated by the Purchase and Sale Agreement that Boaz Energy will transfer its rights under that certain Registration Rights Agreement, dated May 4, 2018, by and between Boaz Energy and the Issuer, to the Buyer.The Closing of the Sale is subject to the satisfaction of various customary closing conditions, including, among others, (i) the absence of any suit, action or other proceeding (initiated by a person other than the Buyer, the Seller or their affiliates) pending or threatened that seeks to restrain, enjoin or otherwise prohibit the occurrence of the Closing and (ii) with respect to the oil and gas properties that are contemplated be sold in the Sale, the Purchase Price (as defined in the Purchase and Sale Agreement) has not been reduced by greater than 20.0% resulting from certain oil and gas property-related adjustments.The Purchase and Sale Agreement contains certain termination rights for both the Seller and the Buyer, including, among other things, if the Closing has not occurred prior to April 30, 2025.The Purchase and Sale Agreement contains customary representations, warranties and obligations of the parties thereto, including, among others, certain confidentiality and non-solicitation covenants. The parties to the Purchase and Sale Agreement each have customary indemnification obligations and rights under the terms of the Purchase and Sale Agreement, including with respect to breaches of certain representations and warranties and failure to observe and perform certain covenants.The foregoing summary of the Purchase and Sale Agreement does not purport to be complete and is qualified in its entirety by reference to full text of the Purchase and Sale Agreement, a copy of which is filed as Exhibit A hereto and is incorporated herein by reference.

Items 5(a) through 5(b) of the Schedule 13D is hereby amended and restated as follows:The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D and the information set forth or incorporated by reference in Items 2, 3, 4, 6 and Schedule I of this Schedule 13D are hereby incorporated herein by reference.

(a)-(b)(i) Boaz Energy is the sole record and beneficial owner of 4,884,861 Trust Units, which represents approximately 40.2% of the outstanding Trust Units (based on 12,165,732 total outstanding Trust Units as of November 13, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the SEC on November 13, 2024). The Listed Persons set forth on Schedule I with respect to Boaz Energy may be deemed to beneficially own the Trust Units for which Boaz Energy is the sole record and beneficial owner.(ii) Each of Marshall Eves and Karan Eves directly owns 4,400 Trust Units. By virtue of being married, each of Marshall Eves and Karan Eves may be deemed to indirectly beneficially own the Trust Units directly held by the other. By virtue of each owning 38.94% of the limited liability company interests in, and serving as a manager of, Boaz Energy, each of Marshall Eves and Karan Eves may be deemed to indirectly beneficially own the Trust Units held by Boaz Energy. As a result, each of Marshall Eves and Karan Eves may be deemed to beneficially own 4,893,661 Trust Units, which represents approximately 40.2% of the outstanding Trust Units (based on 12,165,732 total outstanding Trust Units as of November 13, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the SEC on November 13, 2024). Each of Marshall Eves and Karan Eves disclaims beneficial ownership of these Trust Units they may be deemed to indirectly beneficially own except to the extent of his or her pecuniary interest therein. Each of Marshall Eves and Karan Eves may be deemed to share voting and dispositive power over the reported Trust Units and therefore may also be deemed to be the beneficial owner of the Trust Units.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:All of the information set forth in Item 4 is hereby incorporated herein by reference to this Item 6.

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:The following exhibit is filed as an exhibit hereto:Exhibit A Purchase and Sale Agreement, dated as of January 10, 2025, by and between Boaz Energy II, LLC, Boaz Energy II Royalty, LLC and T2S Permian Acquisition II LLC.** Filed herewith.