8-K 1 a19-10589_18k.htm 8-K

 

 

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): May 23, 2019

 

EP ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

001-36253

 

46-3472728

(State of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification Number)

 


 

EP ENERGY LLC

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

333-183815

 

45-4871021

(State of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification Number)

 


 

1001 Louisiana Street

Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

 

(713) 997-1200

(Registrant’s telephone number, including area code)

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 


 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  o

 

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.  o

 

Securities registered pursuant to Section 12(b) of the Act:

 

Registrant

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

EP Energy Corporation

 

Class A Common Stock, par value $0.01 per share

 

EPE

 

New York Stock Exchange

EP Energy LLC

 

None

 

 

 

 

 

 

 


 

The information in this Current Report on Form 8-K 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, and is not deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

 

On May 23, 2019, EP Energy Corporation (the “Company”) was notified by the New York Stock Exchange (“NYSE”) that due to “abnormally low” trading price levels, pursuant to Section 802.01D of the NYSE Listed Company Manual, the NYSE has determined to commence delisting proceedings to delist its common stock. Trading in the Company’s common stock was suspended on May 23, 2019.

 

The NYSE will apply to the Securities and Exchange Commission to delist the common stock upon completion of all applicable procedures.

 

The Company anticipates that effective May 24, 2019, the common stock of the Company will commence trading on the OTC Pink marketplace under the symbol “EPEG”. The OTC Pink is a significantly more limited market than the NYSE, and quotation on the OTC Pink may result in a less liquid market available for existing and potential stockholders to trade the common stock and could further depress the trading price of the common stock.  The Company can provide no assurance that its common stock will continue to trade on this market, whether broker-dealers will continue to provide public quotes of the Company’s common stock on this market, whether the trading volume of the Company’s common stock will be sufficient to provide for an efficient trading market or whether quotes for the Company’s common stock may be blocked by OTC Markets Group in the future.

 

Item 7.01  Regulation FD Disclosure

 

On May 23, 2019, the Company issued a press release with respect to the NYSE’s suspension of trading and commencement of delisting procedures.  The full text of the press release is furnished with this Report as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01  Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit
No.

 

Description

99.1

 

Press release dated May 23, 2019 announcing suspension of Trading and Commencement of NYSE Delisting Procedures.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

 

Date: May 23, 2019

 

 

 

 

 

 

EP ENERGY CORPORATION

 

 

 

 

 

By:

/s/ Jace D. Locke

 

 

Jace D. Locke

 

 

Vice President, General Counsel and Corporate Secretary

 

 

 

EP ENERGY LLC

 

 

 

 

 

 

 

By:

/s/ Jace D. Locke

 

 

Jace D. Locke

 

 

Vice President, General Counsel and Corporate Secretary

 

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