SANDRIDGE PERMIAN TRUST (NYSE:PER) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
ITEM 3.01.
As previously disclosed, on December 27, 2019, SandRidge Permian Trust (the “Trust”) received written notification from The New York Stock Exchange (“NYSE”) that the Trust no longer satisfied 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 (the “Trust units”) fell below $1.00 over a 30 consecutive trading-day period that ended December 24, 2019. As the Trust was unable to regain compliance with the applicable standards within a cure period that concluded on September 5, 2020, the NYSE announced the suspension of trading of the Trust units due to non-compliance with Rule 802.01C of the NYSE Listed Company Manual, effective as of the close of trading on September 8, 2020, and announced that it was initiating proceedings to delist the Trust units.
As a result of the suspension, the Trust expects that the Trust units will begin trading on September 9, 2020 under the symbol “PERS” on the OTC Pink Market, which is operated by OTC Markets Group Inc. (“OTC Pink”). To be quoted on OTC Pink, a market maker must sponsor the security and comply with SEC Rule 15c2-11 before it can initiate a quote in a specific security. OTC Pink is a significantly more limited market than the NYSE, and the quotation of the Trust units on OTC Pink may result in a less liquid market available for existing and potential unitholders and could further depress the trading price of the Trust units. There is no assurance that an active market in the Trust units will develop on OTC Pink, or whether broker-dealers will continue to provide public quotes of the Trust units on this market, whether the trading volume of the Trust units will be sufficient to provide for an efficient trading market or whether quotes for the Trust units may be blocked by OTC Markets Group in the future.
On September 9, 2020, the Trust issued a press release regarding the suspension of trading of the Trust units on the NYSE and the expected transition of the quotation of the Trust units to OTC Pink, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Cautionary Note Regarding Forward Looking Statements
This Current Report on Form 8-K contains statements that are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report on Form 8-K, other than statements of historical facts, are “forward-looking statements” for purposes of these provisions. These forward-looking statements include the Trust’s expectations regarding the timing of the transition of the quotation of the Trust units to OTC Pink and expectations regarding the trading of the Trust units on OTC Pink. Statements made in this Current Report on Form 8-K are qualified by the cautionary statements made in this Current Report on Form 8-K. The Trustee does not intend, and does not assume any obligation, to update any of the statements included in this Current Report on Form 8-K. An investment in common units issued by the Trust is subject to the risks described in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2019, Quarterly Report on Form 10-Q for the period ended June 30, 2020, and all of its other filings with the SEC.
| (d) | Exhibits. |
| 99.1 | Press Release dated September 9, 2020. |
SandRidge Permian Trust Exhibit
EX-99.1 2 tm2030304d2_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 SandRidge Permian Trust Announces Update on NYSE Delisting SANDRIDGE PERMIAN TRUST The Bank of New York Mellon Trust Company,…
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About SANDRIDGE PERMIAN TRUST (NYSE:PER)
Sandridge Permian Trust (the Trust) is a statutory trust. The Trust holds Royalty Interests in specified oil and natural gas properties in the Permian Basin located in Andrews County, Texas. The Trust’s business activities are generally limited to owning the Royalty Interests, and entering into hedging arrangements at the inception of the Trust and activities related thereto, including activities required or permitted by the terms of the conveyances related to the Royalty Interests. The Trust’s properties consist of Royalty Interests in the initial wells and over 860 additional wells that are drilled and perforated for completion. The Royalty Interests are in properties located in the greater Fuhrman-Mascho field, a field in Andrews County, Texas that produces oil primarily from the Grayburg/San Andres formation in the Permian Basin. The Permian Basin extends throughout southwestern Texas and southeastern New Mexico over an area approximately 250 miles wide and over 300 miles long.
