Furniture Brands International (NYSE: FBN) today announced that it will voluntarily delist its common stock from The New York Stock Exchange (“NYSE”) and transfer quotation of its common stock to the OTCQB Marketplace (“OTCQB”). The company’s decision to voluntarily delist the common stock and transfer to the OTCQB was driven by a number of factors, including its non-compliance with the NYSE’s market capitalization and stockholders’ equity requirements.
The company expects to file an application on Form 25 to notify the Securities and Exchange Commission (“SEC”) of its withdrawal of its common stock from listing on the NYSE. The company expects that the last day of trading of its common stock on the NYSE will be on or about August 27, 2013 and that the next trading day will be the first day of quotation on the OTCQB.
The company will issue a subsequent press release confirming the first trading date on the OTCQB and the trading symbol for the OTCQB before the transfer occurs. Following the transfer, the company will continue to file the same periodic reports and other information it currently files with the SEC.
As previously announced, on July 10, 2013, the company received a notice from the NYSE that it had fallen below the NYSE’s continued listing criteria requiring listed companies to maintain an average market capitalization of not less than $50 million over a consecutive 30 trading-day period and total stockholders’ equity of not less than $50 million. On July 15, 2013, the company announced its intention, in accordance with NYSE rules, to submit a business plan to the NYSE within 45 days from the notice date to attempt to demonstrate its ability to cure the non-compliance within an 18-month period. Subsequently, the company’s absolute market capitalization has fallen below $15 million. If the company’s average market capitalization for 30 trading-days is below $15 million, the company will be subject to initiation of delisting procedures by the NYSE without regard to the submission of a business plan for attempting to cure non-compliance. As a result, and in light of its decision to voluntarily delist, the company has informed the NYSE that it will not be submitting a business plan.
The company made the decision to voluntarily delist from the NYSE because it believes it will not be able to comply with the NYSE’s continued listing criteria. The company believes that this voluntary transfer to the OTCQB will provide greater certainty and assist in an orderly transition.