Current Report Filing (8-k)
November 27 2019 - 4:33PM
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): November 27, 2019
KEY ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-08038
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04-2648081
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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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1301 McKinney Street, Suite 1800
Houston, Texas 77010
(Address of principal executive offices and Zip Code)
713-651-4300
(Registrants telephone number, including area code)
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:
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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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Securities registered pursuant to Section 12(b) of the Act:
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Common Stock, $0.01 par value
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KEG
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New York Stock Exchange
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(Title of each class)
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(Trading symbol(s))
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(Name of each exchange on which registered)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 ☐
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing.
On November 27, 2019, Key Energy Services, Inc. (Key or the Company) was notified by the New York Stock
Exchange (the NYSE) that the NYSE had determined to commence proceedings to delist the Companys common stock (the Common Stock) from the NYSE as a result of the Companys failure to maintain an average global
market capitalization over a consecutive 30 trading-day period of at least $15 million pursuant to Rule 802.01B of the NYSE Listed Company Manual. The NYSE also suspended trading in the Common Stock
effective immediately.
The NYSE stated that it will apply to the Securities and Exchange Commission (the SEC) to delist the Common Stock upon
completion of all applicable procedures, including any appeal by the Company of the NYSEs delisting determination. The Company does not intend to appeal the delisting determination.
The Company anticipates that the Common Stock will begin trading on the OTC Pink marketplace under the symbol KEGX. The Company can provide no
assurance that the Common Stock will commence or continue to trade on this market, whether broker-dealers will continue to provide public quotes of the Common Stock on this market, whether the trading volume of the Common Stock will be sufficient to
provide for an efficient trading market or whether quotes for the Common Stock will continue on this market in the future.
The transition to over-the-counter markets will not affect the Companys business operations or its SEC reporting requirements and does not conflict with or cause an event of default under
any of Keys material debt or other agreements.
A copy of the Companys press release, dated November 27, 2019, regarding the receipt of
the letter from the NYSE is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
99.1 Press Release dated November 27, 2019.
SIGNATURE
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 hereunto duly authorized.
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KEY ENERGY SERVICES, INC.
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Date: November 27, 2019
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By:
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/s/ Katherine I. Hargis
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Katherine I. Hargis
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Senior Vice President, General Counsel & Corporate Secretary
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