Company Description
BP Prudhoe Bay Royalty Trust (traded over-the-counter under the symbol BPPTU) was formed as a royalty trust that held an overriding royalty interest. According to public disclosures, the Trust’s units of beneficial interest represented a claim on net proceeds from this royalty interest, rather than ownership of operating oil and gas assets. The Trust’s affairs were administered by The Bank of New York Mellon Trust Company, N.A., acting as trustee.
As described in a Business Wire press release and related SEC filings, the Trust’s overriding royalty interest was sold to GREP V Holdings, L.P. for a cash purchase price of $3.7 million. Net proceeds from this sale, together with a release of previously withheld cash reserves and after reserving for remaining wind-up expenses, were distributed to unitholders as a final distribution. The Trust’s units were scheduled to be cancelled following payment of this final distribution, and the trustee indicated that any remaining cash after payment of estimated expenses and liabilities could be distributed in a subsequent payment to holders of record as of the stated record date.
Prior to the sale of its royalty interest and wind-up, the Trust’s distributable income was tied to a quarterly royalty payment mechanism described in the Trust Agreement. A press release concerning the quarter ended June 30, 2025 explains that a quarterly royalty payment by Hilcorp North Slope, LLC to the Trust was calculated as the sum of individual revenues attributed to the Trust each day during the quarter. For each day, the revenue amount was determined by multiplying Royalty Production by the Per Barrel Royalty. The Per Barrel Royalty was defined as the WTI Price for the day less the sum of Chargeable Costs multiplied by a Cost Adjustment Factor and Production Taxes. The Trust Agreement also provided that payments with respect to the royalty interest for any calendar quarter could not be less than zero.
In a separate announcement, the Trust reported that for the three months ended June 30, 2025, the average daily closing WTI price was below the break-even price for the quarter, resulting in a negative value for the payment calculation. As a result, unitholders of record on July 15, 2025 did not receive a dividend payment for that quarter. The same announcement noted that the Trust terminated at 11:59 PM on December 31, 2024, and that the trustee had commenced the process of winding up the Trust’s affairs.
The Trust’s trading status also changed as part of its wind-down. A Business Wire release dated July 1, 2025 states that the New York Stock Exchange notified the Trust on June 30, 2025 of its determination to suspend trading of the Trust’s units of beneficial interest and to initiate delisting proceedings. The NYSE’s action was based on the Trust’s inability to satisfy continued listing standards under Rule 802.01C of the NYSE Listed Company Manual, because the average closing price of the units had fallen below $1.00 over a 30 consecutive trading-day period and the Trust did not regain compliance within the applicable cure period. Following the suspension from the NYSE, the units began trading on July 1, 2025 on the OTC Pink market under the symbol BPPTU.
In connection with the final distribution and the cancellation of units, the trustee indicated that it intended to file a Form 15 with the U.S. Securities and Exchange Commission to suspend the Trust’s reporting obligations under the Securities Exchange Act of 1934. A subsequently filed Form 15 (Form 15-12G) certified the termination of registration of the Trust’s units under Section 12(g) of the Exchange Act and the suspension of the duty to file reports under Sections 13 and 15(d). The Form 15 identified the Trust’s securities as Units of Beneficial Interest and cited Rule 12g-4(a)(1) and Rule 12h-3(b)(1)(i) as the provisions relied upon to terminate or suspend reporting obligations.
According to the October 9, 2025 press release and the related Form 8-K, the Trust will remain in existence until a certificate of cancellation is filed with the Secretary of State of the State of Delaware following completion of the winding up process. The trustee stated that this filing was expected to occur before the end of the year referenced in the press release. After the filing of Form 15, the Trust indicated that it would cease making filings with the SEC.
The Trust’s public communications also address tax considerations for non-U.S. unitholders in connection with the final distribution. The press release notes that, pursuant to Internal Revenue Code Section 1446, withholding tax on income effectively connected to a United States trade or business allocated to non-U.S. persons should be made at the highest marginal rate, and that, under Section 1441, withholding tax on certain U.S.-source income allocated to non-U.S. persons should generally be made at a 30% rate unless reduced by treaty. The Trust characterized the press release as a qualified notice to nominees and brokers under Treasury Regulation Section 1.1446-4(b) and stated that nominees and brokers should withhold at the highest marginal rate on distributions made to non-U.S. persons. The release also summarizes provisions of the Tax Cuts and Jobs Act relating to withholding on transfers of units in publicly traded partnerships classified as partnerships for federal and state income tax purposes.
Because BP Prudhoe Bay Royalty Trust has terminated and is in the process of winding up, BPPTU now primarily represents a historical symbol associated with a former royalty trust in the energy sector. Investors and researchers looking at BPPTU are typically reviewing the Trust’s final distribution, delisting from the NYSE, transition to OTC Pink, and the subsequent termination of SEC reporting obligations as documented in press releases and SEC filings.
Key structural features
- Entity type: Royalty trust holding an overriding royalty interest, with units of beneficial interest traded in public markets.
- Sector and industry: Energy sector, with disclosures referencing an overriding royalty interest and a royalty payment mechanism tied to WTI prices, chargeable costs, and production taxes.
- Trustee: The Bank of New York Mellon Trust Company, N.A., serving as trustee and responsible for administering distributions, overseeing the wind-up process, and filing SEC forms on behalf of the Trust.
- Termination and wind-up: The Trust terminated at 11:59 PM on December 31, 2024, and entered a wind-up phase that included sale of the overriding royalty interest, final distributions, cancellation of units, and planned filing of a certificate of cancellation in Delaware.
- Regulatory status: Following the filing of Form 15-12G, the Trust’s registration under Section 12(g) of the Exchange Act was terminated and its duty to file periodic reports under Sections 13 and 15(d) was suspended.
Status and historical context
BP Prudhoe Bay Royalty Trust’s recent history is defined by the termination of the Trust, the sale of its overriding royalty interest, the distribution of net proceeds to unitholders, and the cancellation of units. The Trust’s delisting from the NYSE and subsequent quotation on OTC Pink under the symbol BPPTU, followed by the suspension of SEC reporting obligations via Form 15, mark the transition of BPPTU from an exchange-listed trust to a winding-up entity with primarily historical relevance for investors and analysts.