TETRA Technologies, Inc. (NYSE:TTI) 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 March 26, 2020, TETRA Technologies, Inc. (“TETRA” or the “Company”) was notified by the New York Stock Exchange (the “NYSE”) that the average closing price of the Company’s common stock, par value $0.01  (the “Common Stock”), over the prior 30 consecutive trading day period was below $1.00 per share, which is the minimum average closing price per share required to maintain listing on the NYSE under Section 802.01C of the NYSE Listed Company Manual (“Section 802.01C”).

to Section 802.01C, the Company has a period of six months following the receipt of the notice to regain compliance with the minimum share price requirement. In order to regain compliance, on the last trading day of any calendar month during the cure period, the Common Stock must have (i) a closing price of at least $1.00 per share and (ii) an average closing price of at least $1.00 per share over the 30-trading day period ending on the last trading day of such month.

As required by the NYSE, the Company intends to timely respond to the NYSE with respect to its intent to cure the deficiency to regain compliance with the price criteria. The Company intends to consider all available options to regain compliance with the requirements of Section 802.01C, including, if necessary, by implementing a reverse stock split, subject to approval by the Company’s board of directors and stockholders.

The notice has no immediate impact on the listing of the Common Stock, which will continue to be listed and traded on the NYSE during this period, subject to the Company’s compliance with the other continued listing requirements of the NYSE. The Common Stock will continue to trade on the NYSE under the symbol “TTI” but will have an added designation of “.BC” to indicate the Company is not in compliance with the NYSE’s continued listing standards.  Failure to satisfy the conditions of the cure period or to maintain other listing requirements could lead to a delisting.

The notice does not affect ongoing business operations of the Company or its reporting requirements with the Securities and Exchange Commission and does not result in a default under any of the Company’s debt agreements.

Item 7.01 – Regulation FD Disclosure

On April 1, 2020, the Company issued a press release announcing (i) the receipt of the notice of noncompliance from the NYSE and (ii) actions it has taken, and intends to take, in response to the weakened commodity price environment and broader uncertainties related to COVID-19, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished in this Item 7.01 and in Exhibit 99.1 to this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished as an exhibit to this Current Report on Form 8-K:

TETRA TECHNOLOGIES INC Exhibit
EX-99.1 2 tti-ex991_21.htm EX-99.1 tti-ex991_21.htm Exhibit 99.1 FOR IMMEDIATE RELEASE                   TETRA Technologies,…
To view the full exhibit click here

About TETRA Technologies, Inc. (NYSE:TTI)

TETRA Technologies, Inc. is an oil and gas services company. The Company focuses on completion fluids and associated products and services, water management, production well testing, offshore rig cooling, compression services and equipment, and offshore services, such as decommissioning and diving. It is composed of five segments organized into four divisions: Fluids, Production Testing, Compression and Offshore. The Fluids division manufactures and markets clear brine fluids, additives and associated products and services to the oil and gas industry. Its Production Testing division provides frac flowback services, production well testing services, offshore rig cooling and other associated services in various oil and gas producing regions. The Compression division provides compression services and equipment for natural gas and oil production, gathering, transportation, processing and storage. The Offshore division consists of two operating segments: Offshore Services and Maritech.