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): February 28, 2020

CHESAPEAKE GRANITE WASH TRUST

(Exact name of Registrant as specified in its Charter)

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 (see General Instruction A.2. below):

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

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

As previously disclosed, on August 28, 2019, Chesapeake Granite Wash Trust (the “Trust”) received written notification from the New York Stock Exchange (“NYSE”) that the Trust was not in compliance with the continued listing standards set forth in Rule 802.01C of the NYSE Listed Company Manual because the average closing price of the Trust’s common units (the “Trust Units”) was less than $1.00 over a 30 consecutive trading-day period. Because the Trust was unable to regain compliance with the applicable standards within a six-month cure period concluded February 28, 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 February 28, 2020, and announced that it intended to initiate proceedings to delist the Trust Units.

As a result of the suspension and delisting, the Trust expects the Trust Units to begin trading on March 2, 2020 under the symbol “CHKR” on the OTC Pink Market, which is operated by OTC Markets Group Inc. (the “OTC Pink”). Subscribing broker-dealers view and publish quotes and negotiate trades in the OTC Pink securities on the OTC Markets Group Inc.’s SEC-registered Alternative Trading System, OTC Link® ATS, an interdealer quotation and trade messaging system. The OTC Pink is a significantly more limited market than the NYSE, and the quotation of the Trust Units on the OTC Pink may result in a reduction in demand for and the market price of the Trust Units, and could diminish interest in the Trust from investors, analysts and other market participants. No assurance can be given that an active market in the Trust Units will develop on the OTC Pink, that broker-dealers will continue to provide public quotes of the Trust Units on this market, that the trading volume of the Trust Units will be sufficient to provide for an efficient trading market, or that OTC Markets Group Inc. will not block quotes for the Trust Units in the future. More information about the OTC Markets Group Inc. is available on its website (https://www.otcmarkets.com/).

Item 7.01 Regulation FD Disclosure.

On February 28, 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 the OTC Pink, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Form 8-K, other than statements of historical facts, are “forward-looking statements” for purposes of these provisions (such as whether the Trust Units will begin trading on the OTC Pink Market) 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. Other important factors that could cause actual results to differ materially include expenses of the Trust and reserves for anticipated future expenses. The Trust and the Trustee do intend, and neither assumes any obligation, to update any of the statements included in this news release. An investment in 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, 2018, as well as other risks identified in the Trust’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. The Trust’s annual, quarterly and other filed reports are or will be available at the SEC’s website at www.sec.gov. The Trust does not intend, and assumes no obligations, to update any of the statements included in this Form 8-K or the news release.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

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.

Date: February 28, 2020

		Exhibit

February 28, 2020

CHESAPEAKE GRANITE WASH TRUST PROVIDES UPDATE ON NYSE DELISTING

HOUSTON, TEXAS, February 28, 2020 – Chesapeake Granite Wash Trust (NYSE: CHKR) today announced that it has received notification from the New York Stock Exchange (“NYSE”) of its determination to suspend trading of the Trust’s common units (the “Trust Units”), effective as of the close of trading on February 28, 2020, and to initiate proceedings to delist the Trust Units. The determination to commence the delisting proceeding results from the Trust’s inability to satisfy 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 Units fell below $1.00 over a 30 consecutive trading-day period, and the Trust was unable to regain compliance with the applicable standards within a six-month cure period that concluded on February 28, 2020.

As a result of the suspension, the Trust expects that the Trust Units will begin trading on March 2, 2020 under the symbol “CHKR” on the OTC Pink Market, which is operated by OTC Markets Group Inc. (“OTC Pink”). Subscribing broker-dealers view and publish quotes and negotiate trades in the OTC Pink securities on the OTC Markets Group Inc.’s SEC-registered Alternative Trading System, OTC Link® ATS, an interdealer quotation and trade messaging system. 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. More information about the OTC Markets Group Inc. is available on its website (https://www.otcmarkets.com/).

ABOUT CHESAPEAKE GRANITE WASH TRUST:

Chesapeake Granite Wash Trust (NYSE:CHKR) is a Delaware statutory trust formed by Chesapeake to own certain royalty interests in oil, natural gas liquids and natural gas wells in Washita County, Oklahoma producing from the Colony Granite Wash play within the broader Granite Wash formation of the Anadarko Basin. The common units do not represent interests in and are not obligations of Chesapeake. Further information is available at www.chkgranitewashtrust.com where the Trust routinely posts announcements, updates, investor information and news releases.

This news release contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this news release, other than statements of historical facts, are “forward-looking statements” for purposes of these provisions. 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, 2018, as well as other risks identified in the Trust’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. The Trust’s annual, quarterly and other filed reports are or will be available at the SEC’s website at www.sec.gov. The Trust does not intend, and assumes no obligations, to update any of the statements included in this news release.