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Quest Resource 8-K 2009

Documents found in this filing:

  1. 8-K
  2. Ex-99.1
  3. Ex-99.1

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: December 17, 2009

(Date of earliest event reported)

 

QUEST RESOURCE CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction

of incorporation or organization)

0-17371

(Commission

File Number)

90-0196936

(I.R.S. Employer Identification

Number)

 

 

210 Park Avenue, Suite 2750

Oklahoma City, Oklahoma 73102

(Address of principal executive offices, including zip code)

 

(405) 600-7704

(Registrant's 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 (see General Instruction A.2. below):

 

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

 

x 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))

 


Item 1.01 Entry into a Material Definitive Agreement.

 

Amendment to QRC’s Second Amended and Restated Credit Agreement

On December 17, 2009, Quest Resource Corporation (the “Company”) entered into a Second Amendment to Second Amended and Restated Credit Agreement (the “QRC Second Amendment”) in connection with the Second Amended and Restated Credit Agreement (the “QRC Credit Agreement”) dated as of September 11, 2009 among the Company, Royal Bank of Canada (“RBC”) and the lenders party thereto, as amended. The QRC Second Amendment is among the Company, as borrower, the Company’s wholly-owned subsidiaries that have guaranteed the QRC Credit Agreement, and RBC, as administrative agent, collateral agent and a lender.

The QRC Second Amendment provides for the Company to guarantee the credit facilities of Quest Energy Partners, L.P. (“Quest Energy”) and Quest Midstream Partners, L.P. (“Quest Midstream”) after the Recombination (as defined in the QRC Credit Agreement) and to pledge its equity interests in Quest Energy and Quest Midstream to secure QRC’s guarantees. Upon closing of the Recombination, the security interest in the Company’s equity interests in Quest Energy and Quest Midstream pledged to secure the QRC Credit Agreement will be released in order to permit the Company to pledge such equity interests to secure its guarantee of the credit facilities of Quest Energy and Quest Midstream, respectively.

The QRC Second Amendment also adds, in the event the Recombination is completed, the concept of a change of control of QRC’s post-Recombination parent, PostRock Energy Corporation (“PostRock”), as an event of default; however, any actions to effect the Recombination and the Recombination itself are not considered a change of control.

The description of the QRC Second Amendment is a summary. Please read the entire QRC Second Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference, for additional information about the amendment.

Amendment to Quest Cherokee’s Amended and Restated Credit Agreement

On December 17, 2009, Quest Cherokee, LLC (“Quest Cherokee”), Quest Energy, Quest Cherokee Oilfield Service, LLC (“QCOS”) and STP Newco, Inc. (“STP”) entered into a Fifth Amendment to Amended and Restated Credit Agreement (the “Quest Cherokee Fifth Amendment”) in connection with the Amended and Restated Credit Agreement (the “Quest Cherokee Credit Agreement”) dated as of November 15, 2007 among Quest Cherokee, Quest Energy, RBC, KeyBank National Association (“KeyBank”) and the lenders party thereto, as amended. The material amendments to the Quest Cherokee Credit Agreement were as follows.

The Quest Cherokee Fifth Amendment converted the revolving credit facility under the Quest Cherokee Credit Agreement to a term loan, and no future borrowings are permitted under the credit facility. The maturity date of the Quest Cherokee Credit Agreement was extended to March 31, 2011 (but, shortened to July 11, 2010 if the Recombination does not occur by July 10, 2010).

The scheduled borrowing base determinations were changed from every six months to every three months. The Quest Cherokee Fifth Amendment adds a requirement that the outstanding principal amount under the Quest Cherokee Credit Agreement must be reduced to the amounts specified below by the dates indicated:

 

 


 

 

Payment Date

Amount

 

 

 

 

 

 

March 31, 2010

$141,000,000

 

 

June 30, 2010

$141,000,000

 

 

September 30, 2010

$138,000,000

 

 

December 31, 2010

$134,000,000

 

 

Additionally, the Quest Cherokee Fifth Amendment adds a requirement that Quest Cherokee must make a prepayment within 20 business days after the end of each calendar quarter, beginning with the quarter ending March 31, 2010, in an amount equal to Quest Cherokee’s and Quest Energy’s Excess Book Cash. The Quest Cherokee Fifth Amendment defines Excess Book Cash as an amount equal to consolidated book cash at the end of a quarter less the sum of (i) restricted cash set aside for accrued royalty payments, (ii) restricted cash set aside to secure letters of credit, (iii) restricted cash set aside for accrued and unpaid taxes, (iv) quarterly estimated federal income taxes, to the extent not already reflected in (iii) above, (v) restricted cash set aside for any other amounts accrued and unpaid and approved by the required lenders under the Quest Cherokee Credit Agreement and (vi) $5 million.

The Quest Cherokee Fifth Amendment prohibits Quest Cherokee from making Capital Expenditures (as defined in the Quest Cherokee Fifth Amendment) other than for (i) maintenance capital expenditures (expenditures necessary to maintain current or currently expected production volumes from wells currently producing, to extend or renew leases and to drill wells to maintain leases) not to exceed $5 million annually and (ii) completion capital expenditures (expenditures incurred or to be incurred to complete 108 wells already drilled in the Cherokee Basin) not to exceed $7 million.

The Quest Cherokee Fifth Amendment excludes any actions to effect the Recombination and the Recombination itself from the definition of a change of control. The Quest Cherokee Fifth Amendment adds, in the event the Recombination is completed, the concepts of a change of control of PostRock or the Company as events of default.

The Quest Cherokee Fifth Amendment provides for the Company and PostRock to guarantee Quest Energy’s obligations under the Quest Cherokee Credit Agreement after the Recombination and for the Company to pledge its equity interest in Quest Energy to secure its guarantee.

Quest Cherokee agreed to pay an amendment fee of 0.50% of the outstanding principal amount as of December 17, 2009, which fee is payable on the maturity date of the Quest Cherokee Credit Agreement.

          As previously disclosed, on November 19, 2009, Quest Cherokee received notice from RBC that the borrowing base under the Quest Cherokee Credit Agreement had been reduced from $160 million to $136.9 million, which resulted in the outstanding borrowings under the Quest Cherokee Credit Agreement exceeding the new borrowing base by $23.1 million. Quest Cherokee had until December 19, 2009 to elect how it would eliminate the borrowing base deficiency. As part of the Quest Cherokee Fifth Amendment, the borrowing base was reset at $145 million, which resulted in a borrowing base deficiency of $15 million. Quest Cherokee repaid the borrowing base deficiency on December 17, 2009 in connection with the execution of the Quest Cherokee Fifth Amendment.

The description of the Quest Cherokee Fifth Amendment is a summary. Please read the entire Quest Cherokee Fifth Amendment, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference, for additional information about the amendment.

 


Amendment to Quest Cherokee’s Second Lien Loan Agreement

On December 17, 2009, Quest Cherokee, Quest Energy, QCOS and STP entered into an Eighth Amendment to Second Lien Senior Term Loan Agreement (the “Second Lien Eighth Amendment”) in connection with the Second Lien Senior Term Loan Agreement (the “Second Lien Loan Agreement”) dated as of July 11, 2008 among Quest Cherokee, Quest Energy, RBC, KeyBank, Société Générale and the lenders party thereto, as amended. The material amendments to the Second Lien Loan Agreement were as follows.

The maturity date of the Second Lien Loan Agreement was extended to March 31, 2011 (or July 11, 2010 if the Recombination does not occur by July 10, 2010). No prepayments may be made on the term loan while amounts are outstanding under the Quest Cherokee Credit Agreement. Additionally, the Second Lien Eighth Amendment adds a requirement that, after repayment in full of the Quest Cherokee Credit Agreement, Quest Cherokee must make a prepayment within 20 business days after the end of each calendar quarter, beginning with the quarter ending March 31, 2010, in an amount equal to Quest Cherokee’s and Quest Energy’s Excess Book Cash. The Second Lien Eighth Amendment defines Excess Book Cash the same as in the Quest Cherokee Fifth Amendment described above.

The interest rate on the Second Lien Loan Agreement was increased by 2%. Until the Quest Cherokee Credit Agreement is repaid in full, the payment of the additional 2% interest will be deferred. After the Quest Cherokee Credit Agreement is paid in full, the additional interest may continue to be deferred until the maturity date of the Second Lien Loan Agreement. Any deferred interest will bear additional interest.

The Second Lien Eighth Amendment excludes any actions to effect the Recombination and the Recombination itself from the definition of a change of control. The Second Lien Eighth Amendment adds, in the event the Recombination is completed, the concepts of a change of control of PostRock or the Company as events of default.

The Second Lien Eighth Amendment provides for the Company and PostRock to guarantee on a subordinate basis Quest Energy’s obligations under the Second Lien Loan Agreement after the Recombination and for the Company to pledge its equity interest in Quest Energy to secure its guarantee.

Quest Cherokee agreed to pay an amendment fee of 2.10% of the outstanding principal amount as of December 17, 2009, which fee is payable on the maturity date of the Second Lien Loan Agreement. The fee will be partially forgiven if the term loan under the Second Lien Loan Agreement is repaid in full on or before February 28, 2011.

The description of the Second Lien Eighth Amendment is a summary. Please read the entire Second Lien Eighth Amendment, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference, for additional information about the amendment.

Amendment to Quest Midstream’s Amended and Restated Credit Agreement

On December 17, 2009, Quest Midstream, Bluestem Pipeline, LLC (“Bluestem”), and Quest Midstream’s wholly-owned subsidiaries entered into a Third Amendment to Amended and Restated Credit Agreement (the “Quest Midstream Third Amendment”) in connection with the Amended and Restated Credit Agreement (the “Quest Midstream Credit Agreement”) dated as of November 1, 2007 among Quest Midstream, Bluestem, Quest Midstream’s wholly-owned subsidiaries that have guaranteed the Quest Midstream Credit Agreement, RBC and the lenders party thereto, as amended. The material amendments to the Quest Midstream Credit Agreement were as follows.

 


The Quest Midstream Third Amendment converted the revolving credit facility under the Quest Midstream Credit Agreement to a term loan, and no future borrowings are permitted under the credit facility. The maturity date of the Quest Midstream Credit Agreement was shortened to March 31, 2011 (or July 11, 2010 if the Recombination does not occur by July 10, 2010).

The Quest Midstream Third Amendment temporarily (i) decreases the minimum interest coverage ratio to 2.50 to 1.00 (from 2.75 to 1.00) for the fiscal quarter ending March 31, 2010 and (ii) increases the maximum total leverage ratio to 5.00 to 1.00 (from 4.50 to 1.00) for the fiscal quarter ending March 31, 2010.

The Quest Midstream Third Amendment prohibits the borrowers from making Capital Expenditures (as defined in the Quest Midstream Credit Agreement) for the 2010 fiscal year in excess of $14 million and for the first quarter of 2011 in excess of $4 million.

The Quest Midstream Third Amendment excludes any actions to effect the Recombination and the Recombination itself from the definition of a change of control. The Quest Midstream Third Amendment adds, in the event the Recombination is completed, the concepts of a change of control of PostRock or the Company as events of default.

The Quest Midstream Third Amendment provides for the Company and PostRock to guarantee the borrowers’ obligations under the Quest Midstream Credit Agreement after the Recombination and for the Company to pledge its equity interest in Quest Midstream to secure its guarantee.

Quest Midstream agreed to pay an amendment fee of 0.50% of the outstanding principal amount as of December 17, 2009, which fee is payable on the maturity date of the Quest Midstream Credit Agreement.

The summary of the Quest Midstream Third Amendment is a summary. Please read the entire Quest Midstream Third Amendment, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference, for additional information about the amendment.

Important Information and Where to Find It

Pursuant to the Agreement and Plan of Merger, dated as of July 2, 2009, as amended (the “Merger Agreement”), by and among the Company, Quest Midstream, Quest Energy and the other parties listed on the signature pages thereto, the entities have agreed to form PostRock as a new, publicly-traded corporation that, through a series of mergers and entity conversions, would wholly-own all three entities (the “Recombination”). In connection with the proposed Recombination, PostRock filed an amended registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) on December 17, 2009. The registration statement covers the shares of PostRock common stock to be issued to the Company’s stockholders, Quest Energy common unitholders (other than the Company) and Quest Midstream common unitholders at the completion of the Recombination and includes a preliminary joint proxy statement/prospectus. INVESTORS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT AND THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC REGARDING THE TRANSACTION CONTEMPLATED BY THE MERGER AGREEMENT WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PARTIES TO THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT. A definitive joint proxy statement/prospectus will be sent to the Company’s stockholders and Quest Energy common unitholders seeking their approval of the Merger Agreement and the related mergers. Investors may obtain a free copy of the registration

 


statement and the definitive joint proxy statement/prospectus (when available) and other documents containing information about the parties to the Merger Agreement, without charge, at the SEC’s web site at www.sec.gov, the Company’s web site at www.qrcp.net, and Quest Energy’s web site at www.qelp.net. Copies of the registration statement and the definitive joint proxy statement/prospectus may also be obtained for free by directing a request to Quest Resource Corporation, Quest Energy Partners, L.P. or Quest Midstream Partners, L.P. at 210 Park Avenue, Suite 2750, Oklahoma City, OK 73102; Attn: Jack Collins, Telephone: (405) 600-7704.

 

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

 

Participants in Solicitation

 

The Company and Quest Energy and their respective directors, officers and certain other members of management may be deemed to be participants in the solicitation of proxies from their respective stockholders and unitholders in respect of the Recombination. Information about these persons can be found in the Company’s and Quest Energy’s respective annual reports on Form 10-K/A for the year ended December 31, 2008 as filed with the SEC on July 29, 2009. Additional information about the interests of such persons in the solicitation of proxies in respect of the Recombination will be included in the definitive joint proxy statement/prospectus to be filed with the SEC in connection with the proposed transactions contemplated by the Merger Agreement.

 

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

          See the disclosures under Item 1.01 regarding the amendments to the credit agreements, which are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On December 21, 2009, the Company issued a press release, a copy of which is furnished with this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

 

 

(d)

Exhibits

 

 

Exhibit Number

Description

 

 

 

 

10.1

Second Amendment to Second Amended and Restated Credit Agreement, dated as of December 17, 2009, by and among Quest Resource Corporation, as Borrower, Royal Bank of Canada, as Administrative Agent and Collateral Agent and as the Lender, and the Guarantors party thereto (incorporated herein by reference to Exhibit 10.35 to PostRock Energy Corporation’s amended Registration Statement on Form S-4 filed on December 17, 2009).

 

 

 

 

 


 

 

10.2

Fifth Amendment to Amended and Restated Credit Agreement, dated as of December 17, 2009, by and among Quest Cherokee, LLC, Quest Energy Partners, L.P., Quest Cherokee Oilfield Service, LLC, STP Newco, Inc., Royal Bank of Canada, KeyBank National Association and the Lenders party thereto (incorporated herein by reference to Exhibit 10.32 to PostRock Energy Corporation’s amended Registration Statement on Form S-4 filed on December 17, 2009).

 

 

 

 

10.3

Eighth Amendment to Second Lien Loan Agreement, dated as of December 17, 2009, by and among Quest Cherokee, LLC, Quest Energy Partners, L.P., Quest Cherokee Oilfield Service, LLC, Royal Bank of Canada, KeyBank National Association, Société Générale and the Lenders party thereto (incorporated herein by reference to Exhibit 10.63 to PostRock Energy Corporation’s amended Registration Statement on Form S-4 filed on December 17, 2009).

 

 

 

 

10.4

Third Amendment to Amended and Restated Credit Agreement, dated as of December 17, 2009, by and among Quest Midstream Partners, L.P., Bluestem Pipeline, LLC, Quest Kansas General Partner, L.L.C., Quest Kansas Pipeline, L.L.C., Quest Pipeline (KPC), Royal Bank of Canada and the Lenders party thereto (incorporated herein by reference to Exhibit 10.17 to PostRock Energy Corporation’s amended Registration Statement on Form S-4 filed on December 17, 2009).

 

 

 

 

99.1

Press release of Quest Resource Corporation dated December 21, 2009.

 

 


SIGNATURES

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

 

 

QUEST RESOURCE CORPORATION

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Eddie LeBlanc, III

 

 

 

Eddie LeBlanc, III, Chief Financial Officer

 

 

 

 

 

 

Date: December 21, 2009

 

 

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