Pacific Coast Oil Trust (NYSE:ROYT) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On November 27, 2019, Pacific Coast Oil 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 Section 802.01C of the NYSE Listed Company Manual because the average closing price of the Trusts units of beneficial interest fell below $1.00 over a 30 consecutive trading-day period that ended November 25, 2019.
Upon receipt of the Notice, the Trust became subject to the procedures set forth in Section 802.01C of the NYSE Listed Company Manual, and on December 3, 2019, the Trust acknowledged receipt of the Notice.
The Trust can regain compliance with the minimum price continued listing requirement if, at any time in the six-month period following receipt of the Notice, the closing price of its units of beneficial interest on the last trading day of any month is at least $1.00 and the 30 trading-day average closing price of its units of beneficial interest on such day is also at least $1.00. Neither the Trust nor The Bank of New York Mellon Trust Company, N.A., which serves as the trustee of the Trust (the Trustee), has any control over the trading price of the units of beneficial interest, and neither the Trust nor the Trustee intends to attempt to cause a reverse split of the units or other action in an effort to affect 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 units of beneficial interest are expected to continue to be listed and traded on the NYSE under the symbol ROYT but will have an added designation of .BC to indicate its status as below compliance. As previously disclosed, the Trust is not in compliance with the NYSEs continued listing requirements under the timely filing criteria outlined in Section 802.01E of the NYSE Listed Company Manual because the Trust failed to timely file its Quarterly Report on Form 10-Q for the period ended September 30, 2019 (the Form 10-Q), and therefore the Trust has six months from November 12, 2019 to file the Form 10-Q with the Securities and Exchange Commission, subject to the NYSEs discretion to extend the grace period for an additional six months or to commence delisting proceedings at any time. The Trust will be required to regain compliance with each of the foregoing continued listing requirements to avoid delisting.
No assurance can be given that the Trust will be able to regain compliance with the aforementioned listing requirements or maintain compliance with the other continued listing requirements set forth in the NYSE Listed Company Manual. If the Trusts units of beneficial interest ultimately were to be suspended from trading on, and delisted from, the NYSE for any reason, it could have adverse consequences including, among others: lower demand and market price for the Trusts units of beneficial interest; adverse publicity; and a reduced interest in the Trust from investors, analysts and other market participants.
Item 7.01 Regulation FD Disclosure.
On December 3, 2019, 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 requirements 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