SANDRIDGE MISSISSIPPIAN TRUST II (NYSE:SDR) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On December31, 2018, SandRidge Mississippian Trust II (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 Trust’s units of beneficial interest fell below $1.00 over a 30 consecutive trading-day period that ended December26, 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 January4, 2019, 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 of beneficial interest on the last trading day of any month is at least $1.00 and the 30trading-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, 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 Trust’s compliance with the other continued listing requirements set forth in the NYSE Listed Company Manual, during the applicable cure period the Trust’s common stock is expected to continue to be listed and traded on the NYSE under the symbol “SDR” 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 Trust’s 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 Trust’s units of beneficial interest; adverse publicity; and a reduced interest in the Trust from investors, analysts and other market participants.
Item 3.01Regulation FD Disclosure.
On January4, 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 Exhibit99.1 to this Form 8-K.
The information included in this Form 8-K under Item 3.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section18 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 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 3.01. Financial Statements and Exhibits.
Press Release dated January 4, 2019.
SandRidge Mississippian Trust II Exhibit
EX-99.1 2 sdr8kdelist.htm EXHIBIT 99.1 Exhibit Exhibit 99.1SandRidge Mississippian Trust II Announces Receipt of Notice from NYSE Regarding Continued Listing StandardsSANDRIDGE MISSISSIPPIAN TRUST IIThe Bank of New York Mellon Trust Company,…
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About SANDRIDGE MISSISSIPPIAN TRUST II (NYSE:SDR)
SandRidge Mississippian Trust II is a statutory trust. The royalty interests conveyed by SandRidge Energy, Inc. (SandRidge) from its interests in certain properties in the Mississippian formation in northern Oklahoma and southern Kansas and held by the Trust are referred to as the Royalty Interests. The Trust holds Royalty Interests in specified oil and natural gas properties. The Royalty Interests entitle the Trust to receive approximately 80% of the proceeds from the sale of oil, natural gas and natural gas liquids (NGLs) production attributable to SandRidge’s net revenue interest in approximately 50 wells producing and over 10 additional wells awaiting (together, the Initial Wells), and over 70% of the proceeds from the sale of oil, natural gas and NGL production attributable to SandRidge’s net revenue interest in approximately 200 horizontal oil and natural gas development wells drilled (the Trust Development Wells) within an area of mutual interest (AMI).