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PACIFIC COAST OIL TRUST FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

June 13, 2014



Item 1.01 Entry into a Material Definitive Agreement.

Underwriting Agreement

On June 9, 2014, Pacific Coast Oil Trust (the "Trust"), Pacific Coast Energy Company LP ("PCEC"), PCEC (GP) LLC (the "General Partner") and the other entities affiliated with PCEC signatory thereto ( the "Selling Unitholders") entered into an Underwriting Agreement (the "Underwriting Agreement"), with Morgan Stanley & Co. LLC (the "Underwriter"), with respect to the offer and sale (the "Offering") by the Selling Unitholders of 2,654,436 trust units representing beneficial interests in the Trust ("Trust Units") at a price of $13.00 per Trust Unit ($12.70 per Trust Unit, net of underwriting discounts). Neither the Trust, PCEC nor PCEC's management will receive any proceeds from the Offering.

The material terms of the Offering are described in the prospectus supplement, dated June 10, 2014 (the "Prospectus Supplement"), filed by the Trust with the United States Securities and Exchange Commission (the "Commission") on June 11, 2014 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, as amended (File No. 333-189394), initially filed by the Trust on June 17, 2013. The Trust was required to enter into the Underwriting Agreement by the terms of the Registration Rights Agreement dated as of May 8, 2012 between PCEC and the Trust.

The Underwriting Agreement contains customary representations, warranties and agreements of the Trust, PCEC and the Selling Unitholders, and customary conditions to closing, obligations of such parties and termination provisions. PCEC, PCEC GP, the Trust and the Selling Unitholders have agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Underwriter may be required to make because of any of those liabilities.

As more fully described in the section entitled "Underwriting" in the Prospectus Supplement, the Underwriter and its affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the Trust, PCEC and the Selling Unitholders for which they received or will receive customary expenses and reimbursement of 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 June 9, 2014 among Pacific Coast Energy Company LP, PCEC (GP) LLC, Pacific Coast Oil Trust, the Selling Unitholders named therein and Morgan Stanley & Co. LLC. 8.1 Opinion of Latham & Watkins LLP. 23.1 Consent of Latham & Watkins LLP (included in Exhibit 8.1 hereto).



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Source: Edgar Glimpses


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