Current Report Filing (8-k)
August 13 2018 - 12:19PM
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) August 13, 2018
HUGOTON ROYALTY TRUST
(Exact name of Registrant as specified in its charter)
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Texas
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1-10476
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58-6379215
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(State or other jurisdiction
of incorporation)
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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
470727
Fort Worth, Texas
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76147
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (855)
588-7839
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.):
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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 August 13, 2018, Simmons Bank, the trustee (the Trustee) of Hugoton Royalty Trust (the
Trust), notified the New York Stock Exchange (NYSE) of its intent to voluntarily delist the Trusts Units of Beneficial Interest (the Units) from the NYSE and its intention to file a Form 25 with the SEC on
or about August 23, 2018 to effect the delisting from the NYSE of the Units. It is anticipated that the delisting will become effective September 3, 2018, ten days after filing the Form 25. The Trustee expects the last day of trading of
the Units on the NYSE will be on or about August 24, 2018. The Trust has made an application to have its Units quoted on the OTCQX Market. The Trustee expects that the Units will be quoted on the OTCQX Market under a newly assigned trading
symbol on the next trading day after NYSE trading is no longer available; however, OTCQX Market trading is subject to the OTC Groups approval of the Trusts OTCQX application.
The Trust will remain subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended.
Following the NYSE delisting, the Trustee expects the Units will be quoted on the OTCQX Market if the Trusts application is accepted,
but there can be no assurance that the application will be accepted, or even if it is accepted, that the liquidity, trading volume and volatility, of the Units will not be affected, which could negatively impact market prices for the Units and make
it more difficult for unitholders to sell their Units.
Concurrently with the delivery of the notification to the NYSE, the Trust issued a
press release regarding its intention to voluntarily delist the Units, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 3.01.
Cautionary Note Regarding Forward Looking Statements
Statements made in this Form
8-K
regarding future events or conditions are forward looking statements. Actual future
results, including the acceptance of the Units on the OTCQX Market, the timing of the delisting of the Units from the NYSE and the listing of the Units on the OTCQX Market (if at all), could differ materially due to stock market and economic
conditions, changes in natural gas prices and other economic conditions affecting the gas industry, the actions of the operator of the properties underlying the Trusts net profits interests, the actions of other market participants and other
factors described in Part I, Item 1A of the Trusts Annual Report on
Form 10-K for
the year ended December 31, 2017 and Part II, Item 1A of the Trusts Quarterly Report on Form
10-Q
for the quarter ended June 30, 2018.
Item 9.01
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Financial Statements and Exhibits.
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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 thereunto 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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By:
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/s/ LEE ANN ANDERSON
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Lee Ann Anderson
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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
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Vice President Upstream Business Services
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Date: August 13, 2018
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