QUICKSILVER RESOURCES INC

QUICKSILVER RESOURCES INC terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

Quicksilver's plan of liquidation became effective: all its common stock and remaining notes (the 2016 subordinated, 2019 and 2021 notes) were cancelled with equity holders getting nothing, and the company moved to deregister with the SEC and stop filing reports entirely -- the final chapter for a company that had been one of the biggest bets on the Barnett Shale boom a decade earlier.

bankruptcy or receivership

The bankruptcy court confirmed Quicksilver's plan of liquidation: a trustee would take over remaining assets, wind down the estates, and pay creditors by priority -- first-lien claims in full, second-lien and unsecured claims pro rata, and common stock (182.5 million shares) and subordinated notes getting nothing. The stock kept trading on OTC Pink, but the company warned it now reflected no real asset value.

bankruptcy or receivership

Quicksilver closed the BlueStone sale, transferring substantially all its remaining U.S. oil and gas assets (Barnett Shale and Permian/Delaware Basin acreage) for about $236 million cash after a small price cut -- Quicksilver effectively ceased to be an operating company.

asset acquisition disposition

Quicksilver's Canadian subsidiaries filed for creditor protection under Canada's CCAA and were deconsolidated from the parent's books; auditor Ernst & Young resigned as Quicksilver prepared to stop filing 10-Ks and 10-Qs altogether. E&Y disclosed its March 2015 opinion on the 2014 financials had already carried a going-concern qualification, and flagged unresolved material weaknesses in deferred-tax accounting and reserves estimation -- the audit relationship wound down alongside the business itself.

bankruptcy or receivership

After a bankruptcy-court-supervised auction, Quicksilver agreed to sell substantially all of its remaining U.S. oil and gas assets to BlueStone Natural Resources for $245 million, with Barnett Shale Gas LLC as backup bidder -- the liquidation of the operating business itself, with the company warning existing shareholders would get nothing.

material agreement

Six months into the bankruptcy, Quicksilver's Canadian lenders extended their forbearance again (to mid-December) and the company began a court-supervised sale process for substantially all its U.S. and Canadian assets under Bankruptcy Code Section 363 -- reorganization giving way to liquidation of the business.

material agreement

Quicksilver and 12 subsidiaries filed for Chapter 11 in Delaware after months of restructuring talks with its second-lien lenders and noteholders, immediately accelerating essentially all its debt: $137 million on the U.S. revolver, $98 million on the Canadian revolver, $625 million on the second-lien term loan, $200 million of second-lien notes, $298 million of 2019 notes, $325 million of 2021 notes and $350 million of subordinated notes due 2016 -- over $2 billion combined. Lenders agreed to forbear on related Canadian defaults through mid-June while the case proceeded; the company warned shareholders they could be wiped out entirely.

bankruptcy or receivership

QUICKSILVER RESOURCES INC's exchange filed to remove a class of its securities from listing.

listing compliance notice

The NYSE moved to delist Quicksilver's stock immediately over its collapsed share price; Quicksilver didn't appeal, and its shares began trading over-the-counter under "KWKA" -- the market's verdict rendered two months before the bankruptcy filing.

listing compliance notice

The NYSE warned Quicksilver its stock had traded below the $1.00 minimum average price required for continued listing -- the market pricing in serious doubt about the company's survival.

listing compliance notice

Quicksilver renegotiated its Fortune Creek midstream JV with KKR, pushing out its remaining Horn River capital-spending commitment to mid-2016 (or an earlier Horn River sale) and easing its funding obligations -- a sign it could no longer keep pace with the $100 million/year drilling commitment it had guaranteed KKR in 2011.

material agreement

Quicksilver's lenders again eased its interest-coverage covenant -- down to 1.10x through mid-2014 -- while holding the borrowing base at $350 million, the latest in a string of covenant relief as the company worked through its debt load.

material agreement

NOVA Gas Transmission terminated the Horn River pipeline agreement (the Komie North Project) after failing to get the regulatory approval it needed, ending Quicksilver's British Columbia pipeline growth plan; Quicksilver's C$14 million in letters of credit would be released once it paid NGTL's roughly $12.8 million in incurred costs.

material agreement termination

Quicksilver closed its refinancing: a new $625 million second-lien term loan from Credit Suisse, $325 million of 11% Senior Notes due 2021, and $200 million of second-lien floating-rate notes due 2019 -- all priced far above its original investment-grade-era debt -- and used the proceeds to retire the tendered 2015 and 2016 Senior Notes, completing the refinancing begun on June 12.

debt financing

Quicksilver priced $325 million of new 11% Senior Notes due 2021 and $200 million of second-lien floating-rate notes due 2019 -- yet more expensive debt -- to fund tender offers and covenant-stripping consent solicitations on its 2015, 2016 and 2016-subordinated notes; 88.7%-98.6% of holders tendered, but the tender for the 2016 Subordinated Notes failed to meet its conditions and was terminated, a sign the refinancing wasn't going entirely to plan.

material agreement

Quicksilver closed the sale of 25% of its Barnett Shale assets to Tokyo Gas's TG Barnett Resources, collecting net cash proceeds of $463.4 million.

asset acquisition disposition

As part of the Tokyo Gas deal, Quicksilver's lenders slashed its global borrowing base from $850 million to $350 million, cut the minimum interest-coverage covenant to as low as 1.10x through 2014, capped senior secured leverage at 2.0x, allowed up to $800 million of new second-lien debt, and raised borrowing costs and collateral requirements -- the clearest borrowing-base redetermination of the crisis, resetting credit around a much smaller company.

material agreement

Quicksilver agreed to sell 25% of its core Fort Worth Basin (Barnett Shale) assets to Tokyo Gas subsidiary TG Barnett Resources for $485 million cash -- monetizing a slice of its flagship asset to raise cash as its credit and accounting problems mounted.

material agreement

For the second year running, the NYSE flagged Quicksilver for missing its 10-K deadline -- this time for 2012 -- though the same filing disclosed the 10-K had in fact just been filed.

listing compliance notice

Quicksilver said it would restate its first three 2012 quarters after finding 15 of its 2012 hedges lacked the documentation required for hedge accounting, forcing large swings into earnings -- roughly $255 million, $208 million and $4 million of added impairment in Q1-Q3 respectively -- on top of preliminary Q4/full-year 2012 results already flagged as incomplete. A serious, recurring accounting-controls failure, not a one-off correction.

financial restatement

Quicksilver cut its poison pill's trigger price from $180 to $10 a share, extended it to 2016, and widened the ownership carve-out for the Darden family and related entities (Quicksilver Energy, Mercury Exploration, the Discovery Fund) up to their current combined stake -- a lower-cost, longer-lived takeover defense shaped around insiders' existing large holdings.

security holder rights change

Quicksilver formed a 50/50 joint venture with Shell subsidiary SWEPI to jointly develop over 850,000 acres in Colorado's Sand Wash Basin -- a new growth area -- while also announcing reduced letter-of-credit obligations to NOVA Gas Transmission on the Horn River pipeline project.

material agreement

Quicksilver pushed back the target in-service date for its Horn River pipeline with NOVA Gas Transmission by more than a year, from May 2014 to August 2015, and restructured the schedule of letters of credit backing the project (rising to C$296.8 million by September 2014) -- a sign the Horn River build-out was slowing as gas prices stayed weak.

debt financing

Quicksilver's audit committee declined to reappoint Deloitte & Touche as its auditor and hired Ernst & Young instead, after material weaknesses in its financial reporting controls were disclosed in its 2011 10-K and first two 2012 10-Qs -- confirming the accounting problems behind the earlier late filing.

auditor change

The NYSE notified Quicksilver it had missed the deadline to file its 2011 annual report and was now under the exchange's late-filer procedures; Quicksilver said it expected to file within about a month, and its shares stayed listed -- the first real sign of the accounting problems that would soon cost it its auditor.

listing compliance notice

Days after signing its new credit agreements, Quicksilver amended and restated them again, raising the combined global borrowing base to $1.075 billion ($775 million U.S. plus $300 million Canadian) -- still redetermined every six months against reserve values, the mechanism that would matter most once commodity prices stayed down.

debt financing

Quicksilver formed a 50/50 midstream joint venture with private equity firm KKR (the Fortune Creek Partnership) to build gas-gathering infrastructure for its Horn River Basin production, receiving $125 million cash but guaranteeing at least $100 million a year of Horn River drilling spending through 2014 -- a real forward funding commitment layered on top of its existing debt.

debt financing

Quicksilver replaced its revolving credit facility with new $1.25 billion U.S. and $500 million Canadian credit agreements, with borrowing bases of $850 million and C$225 million respectively, reset every six months against reserve engineering reports -- the same reserve-linked borrowing-base mechanism that would later force credit cuts as gas prices stayed weak.

debt financing

Quicksilver's Canadian subsidiary agreed to have TransCanada's NOVA Gas Transmission build a pipeline (the Horn River Mainline) to move its new Horn River Basin gas to market, backing NGTL's roughly CAN$295 million in project costs with financial guarantees -- Quicksilver's next growth bet after the Barnett Shale, this time in British Columbia shale gas.

debt financing

Quicksilver let Quicksilver Energy (the Darden family group) and SPO Partners jointly discuss a non-binding take-private proposal, and amended its shareholder rights plan (poison pill) so those talks wouldn't trip it -- a related-party governance step clearing the way for insiders to pursue buying out the company.

security holder rights change

Two days later, Quicksilver signed a similar confidentiality and standstill agreement with SPO Partners II, an existing major shareholder -- a second party exploring what would become a joint take-private approach alongside the Darden family group.

material agreement

Quicksilver signed a confidentiality agreement with Quicksilver Energy L.P. -- an investor group controlled by Chairman Thomas Darden, CEO Glenn Darden, and director Anne Darden Self -- opening the door to a possible going-private transaction, with a six-month standstill on further share purchases.

material agreement

Quicksilver closed the sale of its Quicksilver Gas Services stake to Crestwood, collecting the $701 million cash and eliminating the associated debt -- a major liquidity boost following the leveraged 2008 Barnett Shale acquisition.

asset acquisition disposition

Quicksilver agreed to sell its entire stake in midstream unit Quicksilver Gas Services -- the general partner and all its common, subordinated and incentive-distribution units -- to Crestwood (a First Reserve portfolio company) for $701 million cash plus up to $72 million in earn-outs, also erasing about $228 million of KGS debt from Quicksilver's balance sheet.

material agreement

Sold $300 million of 9-1/8% senior notes due 15 August 2019, guaranteed by its subsidiaries and callable from August 2014, under an eighth supplemental indenture to the 2005 base indenture with Bank of New York Mellon as trustee.

debt financing

Quicksilver raised another $300 million, this time in 9.125% Senior Notes due 2019, again to pay down its revolver -- its third bond issue in about 14 months, priced well above its 2008 notes though below the 11.75% it had paid just seven weeks earlier, as it worked through the debt load from the 2008 acquisition.

material agreement

Quicksilver priced $600 million of new 11.75% Senior Notes due 2016 -- far above the 7-8% coupons on its earlier debt -- with proceeds, plus cash from selling a 27.5% stake in its Alliance leasehold to Eni, used to retire the second-lien term loan taken on for the 2008 Barnett Shale acquisition less than a year after it was drawn.

material agreement

Quicksilver said it would restate its 2008 10-K and Q1 2009 10-Q after finding footnote-disclosure errors about guarantor-subsidiary financial information required by its bond indentures, and disclosed two material weaknesses in its financial reporting controls -- the corrections didn't change reported earnings or cash flow, but the internal-controls admission was a new and negative signal.

financial restatement

Quicksilver's lenders relaxed its asset-coverage covenants (minimum 1.30x total-debt and 1.60x secured-debt coverage) through March 2010 and trimmed its debt capacity, but in exchange raised the second-lien term loan's interest rate sharply, from LIBOR+4.5% to LIBOR+7%, plus new fees -- the first real sign its credit was being repriced for risk rather than growth.

material agreement

Quicksilver sold its Lake Arlington gas-gathering system to its own midstream affiliate, Quicksilver Gas Services, and used the $42 million to pay down part of the second-lien term loan taken on for the Barnett Shale deal just four months earlier -- an early sign it needed to shed assets to manage the new debt load as gas prices fell.

production update

Quicksilver closed the roughly $1.3 billion Barnett Shale royalty and working-interest acquisition from the Petrus/Perot and Hillwood/Chief Resources groups, funding it with the new $700 million second-lien term loan (secured by nearly all its oil and gas assets) plus a $326 million revolver draw -- fully deploying the debt capacity added a week earlier, just months before gas prices began falling.

asset acquisition disposition

To fund the pending Barnett Shale acquisition, Quicksilver's lenders let it add a $700 million second-lien term loan secured by nearly all its oil and gas assets, raised the revolver's interest rate, and imposed new covenants tying secured and total debt to the PV-10 value of its reserves -- the reserve-value-linked covenants that would become critical once gas prices crashed.

material agreement

Quicksilver agreed to buy Barnett Shale royalty and working interests from Perot-family entities (Petrus/Nortex/Perot Investment Partners) and the Hillwood/Chief Resources group for roughly $1.3 billion cash plus $307 million in stock -- a major debt-funded expansion made right at the top of the natural gas market, months before prices collapsed.

capital raising announcement

Quicksilver priced $475 million of new 7.75% Senior Notes due 2015 and amended its credit agreements to allow the issuance, planning to use the roughly $457 million in proceeds to pay down its revolver -- another large debt raise from the same bank syndicate.

material agreement

Quicksilver sold its Michigan, Kentucky and Indiana oil and gas properties to BreitBurn Operating for $750 million cash plus 21.3 million BreitBurn Energy units, cutting 138 jobs at a cost of about $9.7 million, and redirected the capital toward an accelerated Barnett Shale program -- portfolio high-grading, not a distress sale.

asset acquisition disposition

Quicksilver refinanced into a $1.2 billion combined U.S./Canadian revolving credit facility, with its borrowing base -- reset annually against year-end proved reserve values, initially $850 million -- and covenants barring dividends and requiring minimum current-ratio/interest-coverage levels; the same filing disclosed the IPO registration of its midstream unit, Quicksilver Gas Services LP.

material agreement

Quicksilver sold $350 million of 7.125% Senior Subordinated Notes due 2016, with proceeds used to pay down its revolving credit facility -- a major capital-markets refinancing during the growth years that fixed a large debt maturity for 2016, the same year the company would eventually file for bankruptcy.

material agreement