If you bought common units of Black Stone Minerals, L.P. (“BSM”) in the initial public offering or in the open market since the IPO, those units are held through your broker.
If you held units in our predecessor, Black Stone Minerals, L.P. (“BSMC”), your BSMC common units were converted into BSM common units and subordinated units in the merger in connection with the closing of the initial public offering. All your units that were previously held in book-entry at BSMC are now held in book-entry at American Stock Transfer & Trust Company (“AST”), our transfer agent and registrar.
You will not be charged for holding your common units at AST. You should contact your brokerage firm to determine its fees if you transfer your common units to your brokerage account.
If you owned common units in BSMC that were converted into units of BSM, you should have received the following mailings from AST:
The amounts shown on these statements may differ slightly from the amount calculated based on the conversion factor previously provided to you due to rounding; the number of units in the AST advices are your official number of units.
For further information regarding the sale or assignment of your units, please read the questions and answers below under “Transfer of Units”.
Because we do not control the transfer of units, you must contact AST directly to confirm your unit ownership. Please contact AST using the contact information given below.
AST may be reached by mail, phone, or e-mail as follows:American Stock Transfer & Trust Company, LLC
BSM does not have an assigned customer-service representative at AST; any operator should be able to pull up your account and help you with any requests you may have.
Common Units. The common units issued at IPO to former BSMC unitholders bear a restrictive legend. To transfer those units to a brokerage account, the legend must be removed. Please complete the Non-Affiliate Representation Letter found here, and send it to the three e-mail addresses specified on the letter. After you have submitted a properly completed Non-Affiliate Representation Letter and allowed AST time to remove the legend, you can provide your AST account information to your broker and request your broker to transfer the units to your brokerage account using the Direct Registration System (DRS). BSM cannot transfer your units, so you should direct specific questions about transfer of your common units to your broker or AST.
If you have received common units directly from BSM (for example, in connection with the exchange of minerals for BSM common units), you must comply with the holding-period requirements under Rule 144 of the Securities Act of 1933 before you may submit the Non-Affiliate Representation Letter. Transfer requests submitted before the relevant holding period has been satisfied will be rejected.
Subordinated Units. Subordinated units also bear a restrictive legend and may not be transferred to brokerage accounts until they convert to common units and the restrictive legend is removed. The conversion of subordinated units to common units is governed by BSM’s partnership agreement and contingent on conditions set forth in the agreement. BSM currently anticipates that conversion could occur as soon as May 2019. You may submit the Non-Affiliate Representation Letter linked above in advance of conversion so that, if and when the subordinated units are automatically converted into common units, the newly issued common units will be issued without a restrictive legend and may be immediately transferred to your brokerage account.
Common Units. If you bought BSM common units in the initial public offering (except with respect to units purchased through the Directed Unit Program as noted below) or in the open market since the IPO, those units are freely tradable.
If you held common units in BSMC that were converted into common units in BSM, your common units cannot be sold directly through AST, so you must transfer your common units to a brokerage account before you are able to sell them. As explained above, these common units bear a restrictive legend, which prohibits transfer of the units. See “Can I transfer my units to my brokerage account?” above for information on removal of the restrictive legend.
Subordinated Units. Subordinated units continue to be subject to the same transfer restrictions that applied to your BSMC holdings and may not generally be sold. Subordinated units may, under certain circumstances described in the prospectus, convert into common units in 2019 or thereafter.
Generally, yes. Subordinated units may be transferred consistent with the terms of BSM’s limited partnership agreement, which are effectively identical to the terms relating to transfer under the previous BSMC limited partnership agreement. In addition to estate-planning transfers, subordinated units may be sold to existing holders of subordinated units without the consent of the general partner.
With respect to common units, you may request that AST transfer your units, but you will be required to obtain a medallion signature guarantee from a financial institution to complete the transfer. More detailed instructions on transfer requirements are available at http://www.amstock.com/shareholder/sh_transfinst.asp.
A medallion signature guarantee is a statement (stamp and signature) given by a financial institution such as a commercial bank, credit union, brokerage firm, etc., that is a member of the Securities Transfer Association Medallion Program (STAMP), New York Stock Exchange Program or Stock Exchange Medallion Program (SEMP, MSP). The Medallion Program is not a notarization. To obtain a medallion signature guarantee, please visit a financial institution that participates in the Medallion Program.
Your written consent with a medallion signature guarantee is required by AST to transfer common units to any third party other than your broker. If you choose to supply a broker with your DRS account information, your broker is responsible for obtaining instructions and documentation for any transfer or sale.
Common Units. BSM’s common units are publicly traded on the New York Stock Exchange under the ticker “BSM”.
Subordinated Units. BSM does not currently estimate the value of the subordinated units. If you require a valuation for IRS or other purposes, you should consult your tax advisor or an appraiser.
Because all holders of subordinated units also hold common units, which may be freely traded in the public markets after the expiration of the lockup, we do not currently offer any repurchase option for the subordinated units.
BSM is no longer able to make distributions directly. When BSM makes a distribution with respect to units you hold at AST, you will receive a check from AST at the address AST has on file, even if you previously received your distributions by ACH, because BSM is not permitted to transfer your bank-account information to AST.
Distributions on common units held at a broker will be made to your brokerage account.
Distributions for common and subordinated units held at AST can be paid by direct deposit/ACH. Complete the form (click here) and return directly to AST per the instructions on the form.
BSM will announce the amount and timing of any distributions on the common units and subordinated units on a quarterly basis. While BSM has not established a specific schedule for distributions, distributions paid on the common units and subordinated units with respect to a quarter will be paid within 60 days after the end of such quarter. This table compares the old distribution schedule (“BSMC Schedule”) with an indicative new schedule (“BSM Indicative Schedule”):
|BSMC Schedule||BSMC Indicative Schedule|
|Distributions with respect to:||Declarative Date||Record Date||Pay Date||Declarative Date||Record Date||Pay Date|
|First Quarter||Early in year||3/31||4/15||~5/5||~5/15||~5/20|
|Second Quarter||Early in year||6/30||7/15||~8/5||~8/15||~8/20|
|Third Quarter||Early in year||9/30||10/15||~11/5||~11/15||~11/20|
|Fourth Quarter||Early in year||12/31||1/15||~2/5||~2/15||~2/20|