DESCRIPTION OF THE REGISTRANTS SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
As of December 31, 2019, San Juan Basin Royalty Trusts (the Trust) sole class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act), consisted of Units of Beneficial Interest (Units). The following description of the Trusts registered securities is intended as a summary only and therefore is not a complete description of the Units. This description is based upon, and is qualified by reference to, the Trusts Amended and Restated Royalty Trust Indenture, dated December 12, 2007 (the Indenture), the Trusts Net Overriding Royalty Conveyance, dated November 3, 1980 (the Conveyance), and the Trusts Assignment of Net Overriding Interest, dated September 30, 2002, and applicable provisions of Texas law. You should read these documents, which are incorporated by reference as Exhibits 4(a), 4(b), and 4(c), respectively, to the Annual Report on Form 10-K of which this Exhibit 4(d) is a part, for the provisions that are important to you.
Description of Units of Beneficial Interest
Pursuant to the Conveyance, Southland Royalty Company conveyed to the Trust a 75% net overriding royalty interest (the Royalty) that burdened certain of Southlands oil and natural gas interests in properties located in the San Juan Basin of northwestern New Mexico. The Royalty constitutes the principal asset of the Trust. The Trusts beneficial interest in the Royalty is divided into 46,608,796 Units representing undivided fractional interests in the beneficial interest of the Trust equal to the number of shares of the common stock of Southland Royalty Company (Southland) that were outstanding as of the close of business on November 3, 1980.
The Units are registered under Section 12(b) of the Exchange Act and are traded on the New York Stock Exchange under the symbol SJT.
Unit Holder Meetings
Special Meetings. A meeting of the Unit Holders may be called at any time and from time to time pursuant to the provisions of the Indenture to transact any matter that the Unit Holders are authorized to transact.
Call and Notice of Meetings. The Trust does not hold annual meetings of the Unit Holders. However, BBVA USA, the trustee of the Trust (the Trustee), in its discretion, may call any meeting of the Unit Holders and shall call a meeting of the Unit Holders upon the written request of Unit Holders holding at least 15% of the Units. The Trust shall hold all such meetings at such time and place as it designates in the notice of meeting, provided, however, that all such meetings must be held in (i) Fort Worth, Texas, (ii) New York, New York, (iii) the city in which the principal United States office of the Trustee is located, or (iv) any United States city where the Trustee maintains an office.
Written notice signed by the Trustee of every meeting of the Unit Holders setting forth the time and place of the meeting and in general terms the matters proposed to be acted upon at such meeting shall be given in person or by mail not more than 60 nor less than 20 days before such meeting is to be held to all of the Unit Holders of record not more than 60 days before the date of such mailing. No matter other than that stated in the notice shall be acted upon at any meeting.
Voting. Each Unit Holder is entitled to one vote for each Unit owned by such Unit Holder, and any Unit Holder may vote in person or by duly executed written proxy. At any special or annual meeting the presence in person or by proxy of Unit Holders holding a majority of the Units at the time outstanding shall constitute a quorum and, except as otherwise specifically provided in the Indenture, any matter shall be deemed to have been approved by the Unit Holders if it is approved by the vote of a majority in interest of such Unit Holders constituting a quorum, even if less than a majority of all of the Units at the time outstanding. However, except that the affirmative vote by the Unit Holders of at least 75% of all the Units then outstanding shall be required to approve any of the following:
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approve or authorize any sale of all or any part of the assets of the Trust,
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terminate the Trust pursuant to the provisions of the Indenture, or
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approve any amendment to or affecting the provisions of the Indenture.