Current Report Filing (8-k)
March 01 2018 - 5:24PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 26, 2018
HUGOTON ROYALTY TRUST
(Exact Name of Registrant as Specified in Its Charter)
Texas
(State or Other
Jurisdiction of Incorporation)
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1-10476
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58-6379215
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(Commission File Number)
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(IRS Employer Identification No.)
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Simmons Bank
Trustee
P.O. Box
962020
Fort Worth, Texas
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76162-2020
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(Address of Principal Executive Offices)
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(Zip Code)
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(855) 588-7839
(Registrants Telephone Number, Including Area Code)
NONE
(Former Name or
Former Address, if Changed Since Last Report)
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. ☐
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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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
February 26, 2018, Simmons Bank, the trustee (the Trustee) of the Hugoton Royalty Trust (the Trust) received written notification (the Notice) from the New York Stock Exchange (NYSE) that the
Trust no longer satisfies the continued listing compliance standards set forth under Rule 802.01C of the NYSE Listed Company Manual because the average closing price of the Trusts units fell below $1.00 over a consecutive
30-trading-day
period that ended February 22, 2018.
Upon receipt of the
Notice, the Trust became subject to the procedures set forth in Rule 802.01C of the NYSE Listed Company Manual, and on February 28, 2018, the Trust acknowledged receipt of the Notice.
The Trust can regain compliance if, at any time in the
six-month
period following receipt of the Notice, the closing
price of its units on the last trading day of any month is at least $1.00 and the
30-trading-day
average closing price of its units on such day is also at least $1.00.
Neither the Trust nor the Trustee has any control over the trading price of the units. Even if the Trust does regain compliance, it might be unable to maintain compliance, and would again become subject to the NYSE delisting procedures.
Subject to the Trusts compliance with the other continued listing requirements set forth in the NYSE Listed Company Manual, during the applicable cure
period the Trusts common stock is expected to continue to be listed and traded on the NYSE under the symbol HGT but will have an added designation of .BC to indicate its status as below compliance.
No assurance can be given that the Trust will be able to regain compliance with the aforementioned listing requirement or maintain compliance with the other
continued listing requirements set forth in the NYSE Listed Company Manual. If the Trusts units ultimately were to be suspended from trading on, and delisted from, the NYSE for any reason, it could have adverse consequences including, among
others, a negative impact on the trading volume and liquidity of the Trust units and a decrease in the attractiveness of the Trust units to investors, which could result in a further decline in the market price of the Trust units.
Item 7.01.
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Regulation FD Disclosure
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On March 1, 2018, the Trust issued a press release, in accordance with
and as required by the rules of the NYSE, announcing receipt of the Notice described in Item 3.01 above. The press release is attached as Exhibit 99.1 to this Form
8-K.
The information included in this Form
8-K
under Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to liabilities of that Section, nor shall it 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 filing.
This Form
8-K
contains forward-looking statements, including all statements other than statements of historical fact. No assurances can be given that such statements will prove to be correct. Whether the Trust will be
able to regain compliance with the listing requirement described above or maintain compliance with the other continued listing requirements set forth in the NYSE Listed Company Manual will be determined by factors outside of the control of the Trust
and the Trustee, including oil and gas commodity prices, actions taken by the operator of the properties underlying the Trusts net profits interests and actions of market participants. Statements made in this Form
8-K
are qualified by the cautionary statements made in this Form
8-K.
The Trust and the Trustee do not intend, and assume no obligation, to update any of the statements
included in this Form
8-K.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
Exhibit 99.1
News Release dated March 1, 2018
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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HUGOTON ROYALTY TRUST
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By:
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SIMMONS BANK, TRUSTEE
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Date: March 1, 2018
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By:
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/s/ LEE ANN ANDERSON
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Lee Ann Anderson
Senior Vice President
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EXXON MOBIL CORPORATION
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By:
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/s/ DAVID LEVY
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David Levy
Vice President Upstream Business Services
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3
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