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NDRO > SEC Filings for NDRO > Form 8-K on 2-Oct-2013All Recent SEC Filings

Show all filings for ENDURO ROYALTY TRUST



Entry into a Material Definitive Agreement, Other Events, Financial Statemen

Item 1.01 Entry into a Material Definitive Agreement.

Underwriting Agreement

On September 26, 2013, Enduro Royalty Trust (the "Trust") entered into an Underwriting Agreement (the "Underwriting Agreement"), by and among Enduro Resource Partners LLC ("Enduro"), the Trust and the underwriters named therein (the "Underwriters"), with respect to the sale (the "Offering") by Enduro of 11,200,000 trust units representing beneficial interests in the Trust ("Trust Units") at a price of $13.85 per Trust Unit ($13.296 per Trust Unit, net of underwriting discounts and commissions). Pursuant to the Underwriting Agreement, Enduro also granted the Underwriters an option for a period of 30 days to purchase up to an additional 1,680,000 Trust Units to cover over-allotments, if any, on the same terms. The Trust will not receive any proceeds from the Offering.

The material terms of the Offering are described in the prospectus supplement, dated September 26, 2013 (the "Prospectus Supplement"), filed by the Trust and Enduro with the United States Securities and Exchange Commission (the "Commission") on September 27, 2013 pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended (the "Securities Act"). The Offering is registered with the Commission pursuant to a Registration Statement on Form S-3 (File No. 333-188864) filed by the Trust and Enduro on May 24, 2013. The Trust was required to file the registration statement and to enter into the Underwriting Agreement by the terms of the Registration Rights Agreement dated as of November 8, 2011, as amended on November 8, 2012, between Enduro and the Trust.

The Underwriting Agreement contains customary representations, warranties and agreements of the Trust and Enduro, and customary conditions to closing, obligations of the parties and termination provisions. The closing of the transactions contemplated by the Underwriting Agreement occurred on October 2, 2013. The Trust and Enduro have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the Underwriters may be required to make because of any of those liabilities.

As more fully described in the section entitled "Underwriting" in the Prospectus Supplement, certain of the Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the Trust and Enduro, for which they received or will receive customary expenses.

The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

Item 8.01 Other Events.

The Trust is filing the opinion of Latham & Watkins LLP relating to tax matters, a copy of which is filed as Exhibit 8.1 hereto, in connection with the Prospectus Supplement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                                  Description

 1.1              Underwriting Agreement dated as of September 26, 2013 among
                  Enduro Resource Partners LLC, Enduro Royalty Trust and Barclays
                  Capital Inc., Citigroup Global Markets Inc., Goldman, Sachs &
                  Co., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC,
                  as representatives of the several underwriters named therein.

 8.1              Opinion of Latham & Watkins LLP.

23.1              Consent of Latham & Watkins LLP (included in Exhibit 8.1 hereto).

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