Current Report Filing (8-k)
December 15 2017 - 4:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 11, 2017
EXCO RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Commission
File
No. 001-32743
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Texas
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74-1492779
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(State or other
jurisdiction of incorporation)
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(I.R.S. Employer
Identification No.)
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12377 Merit Drive
Suite 1700
Dallas,
Texas
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75251
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(Address of principal executive offices)
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(Zip Code)
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(214)
368-2084
(Registrants telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule
12b-2
of the Securities
Exchange Act of 1934
(§240.12b-2
of this chapter)
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 3 Securities and Trading Markets
Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On December 11, 2017, EXCO Resources, Inc. (the
Company
) was notified by the New York Stock Exchange (the
NYSE
) that the average closing price of the Companys common shares, par value $0.001 per share (the
Common Shares
), over the prior 30 consecutive trading days was below $1.00 per share, which
is the minimum average closing price required to maintain listing on the NYSE under Section 802.01C of the NYSE Listed Company Manual.
The Company has a period of six months following the receipt of the notice to regain compliance. In order to regain compliance, on the last
trading day in any calendar month, the Common Shares must have (i) a closing price of at least $1.00 per share and (ii) an average closing price of at least $1.00 per share over the 30 consecutive trading day period ending on the last
trading day of such month. If the Company is unable to regain compliance, the NYSE will initiate procedures to suspend and delist the Common Shares.
The notice is not related to the previously disclosed notice of noncompliance that the Company received from the NYSE in August 2017 related
to the Companys average global market capitalization falling below $50 million over a trailing consecutive 30
trading-day
period while its shareholders equity was less than $50 million.
On September 22, 2017, the Company submitted to the NYSE its business plan setting forth how the Company intends to regain compliance with the NYSEs market capitalization requirements, and, on November 2, 2017, the NYSE accepted the
Companys business plan. As a result, if the Company fails to comply, or regain compliance with, the NYSEs market capitalization requirements by February 10, 2019, it will result in a delisting of the Companys Common Shares
from the NYSE. In addition, if the Companys average market capitalization falls below $15 million for a 30
trading-day
period or the Companys share price falls to an abnormally low level, the
NYSE may immediately suspend trading and commence delisting of the Companys Common Shares.
The notice has no immediate impact on
the listing of the Common Shares, which will continue to be listed and traded on the NYSE, subject to the Companys compliance with the other listing requirements of the NYSE. The Common Shares will continue to trade under the symbol
XCO.BC to indicate the status of the Common Shares as below compliance.
If the Companys Common Shares
ultimately were to be delisted for any reason, it could negatively impact the Company by (i) reducing the liquidity and market price of the Companys Common Shares; (ii) reducing the number of investors willing to hold or acquire the
Common Shares, which could negatively impact the Companys ability to raise equity financing; (iii) limiting the Companys ability to use a resale registration statement on Form
S-3
to offer and
sell freely tradable securities, thereby preventing the Company from accessing the public capital markets; and (iv) impairing the Companys ability to provide equity incentives to its employees.
Section 7 Regulation FD
Item 7.01 Regulation FD Disclosure.
On December 15, 2017, the Company issued a press release announcing the receipt of the notice of noncompliance from the NYSE. A copy of
the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
In accordance with General Instruction B.2
of Form
8-K,
the information furnished pursuant to Item 7.01 (including the information in Exhibit 99.1) shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the
Exchange Act
), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Section 9 Financial Statements and Exhibits
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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EXCO RESOURCES, INC.
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Date: December 15, 2017
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By:
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/s/ Heather L. Lamparter
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Name:
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Heather L. Lamparter
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Title:
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Vice President, General Counsel and Secretary
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