Each one in plain English, with the numbers worked through for a shareholder.
4 Feb 2008substantial holder notice● Neutral
ADVISORY RESEARCH, INC., ADVISORY RESEARCH ENERGY FUND, L.P., ADVISORY RESEARCH MICRO CAP VALUE FUND, L.P. reported a QUEST RESOURCE CORP shareholding of 1,843,902 shares (8.20% of votes) in a periodic institutional filing.
ADVISORY RESEARCH, INC., ADVISORY RESEARCH ENERGY FUND, L.P., ADVISORY RESEARCH MICRO CAP VALUE FUND, L.P. disclosed a new substantial QUEST RESOURCE CORP shareholding (7.90% of votes).
This amendment adds the financial statements required for the November 1, 2007 purchase of the 1,120-mile KPC Pipeline by Quest Midstream Partners: audited 2006 and unaudited nine-month 2007 statements of the KPC Partners, plus pro forma figures. It contains no new deal terms and no figures appear in the text itself.
On November 15, 2007, with the initial public offering of Quest Energy Partners, Quest contributed Quest Cherokee (the Cherokee Basin gas producer) to that partnership and received 3,201,521 common units and 8,857,981 subordinated units. Quest's general partner entity received 431,827 general partner units and incentive distribution rights. The Guggenheim loans were replaced by a new five-year $250m RBC revolver with a $160m borrowing base and $75m drawn, and Quest itself was released as a borrower. This resolves the high-cost Guggenheim debt thread (the second and third lien loans) at the Quest Cherokee level, with LIBOR+1.25% to 1.875% pricing. Quest's maximum environmental indemnity under the Omnibus Agreement is $5m.
2 Nov 2007asset acquisition disposition● NeutralMajor
On November 1, 2007 Quest Midstream Partners sold 3,750,000 common units at $20.00 ($75m) in a private placement and used the proceeds toward buying the KPC Pipeline, an interstate gas pipeline from Oklahoma to Missouri, from Enbridge Midcoast Energy and Midcoast Holdings No. One. The partnership's RBC revolver (set up in January 2007) was amended and increased from $75m to $135m, with $95m borrowed, maturing November 1, 2012, and the partnership became a co-borrower. This extends the midstream business beyond the Cherokee Basin gathering system, funded partly by outside investors and partly by more debt.
On October 15, 2007 Quest agreed to merge with Pinnacle Gas Resources, which would become a wholly-owned subsidiary. Pinnacle holders get 0.6584 Quest shares per share, leaving current Quest holders with about 55% and Pinnacle holders about 45%. Jerry Cash stays Chairman, President and CEO, the board would have seven seats (four Quest, three Pinnacle), and closing is expected in the first or second quarter of 2008 subject to both companies' shareholder votes. A $3.0m termination fee can apply in specified circumstances. For existing shareholders this means substantial dilution.
On April 25, 2007 Quest's Guggenheim lenders waived a default: Quest and Quest Cherokee had failed the maximum total net debt-to-EBITDA test for the quarter ended March 31, 2007. The ratio limits were reset (4.50x for March 2007, 5.50x for June 2007, easing to 3.0x from September 30, 2008), and Quest paid the lenders $1,687,500. This is the covenant pressure flagged in earlier filings, on the $100m senior, $100m second lien and $75m third lien loans, now breached and waived.
Wellington Management Company, LLP reported a QUEST RESOURCE CORP shareholding of 1,624,100 shares (7.34% of votes) in a periodic institutional filing.
Third Point LLC, Daniel S. Loeb, Third Point Offshore Fund, Ltd. reported a QUEST RESOURCE CORP shareholding of 850,636 shares (3.80% of votes) in a periodic institutional filing.
On Jan 31, 2007 Quest Midstream Partners, L.P. (described as Quest's majority-owned subsidiary) and its subsidiary Bluestem Pipeline, LLC entered a five-year $75 million revolving credit facility with Royal Bank of Canada as agent. It carries LIBOR+1.25% to 2.00% interest, can be increased by up to $50m at the lenders' option, and is secured by the pipeline entities' assets. It follows the planned pipeline partnership: Quest Midstream now exists and has its own debt, separate from the parent's Guggenheim loans. Financial covenants include interest coverage of at least 3.01x and leverage of no more than 4.0x.
29 Dec 2006capital raising announcement▲ GoodMajor
Quest sold a stake in its own pipelines: it formed Quest Midstream Partners, dropped the Cherokee Basin gathering system into it through Bluestem Pipeline, and six energy-income funds led by Alerian and Cushing paid $90 million for 4.86 million units at $18.50. Quest kept control through the general partner and locked in the gas volumes with a long-term dedication agreement - cash today in exchange for handing the midstream margin to outside investors, with a buy-back mechanism if the partnership is ever sold.
What it means for a shareholder
4.9m new shares at US$18.50 to raise about US$90.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
On June 9, 2006 Quest and Quest Cherokee took a $75 million six-year third lien term loan from Guggenheim at LIBOR+8.5%, fully funded at closing and not repayable before June 9, 2007. The second lien loan was amended to cut its rate from LIBOR+6% to LIBOR+5.5%. Quest says $275m is available under its facilities, of which $225m is drawn, at an average rate of 12.0%. Quest also said it is considering contributing Bluestem Pipeline LLC (its pipeline subsidiary) to a to-be-formed partnership for a public offering expected to raise about $100m gross, with no assurance it will happen. This adds more debt behind the 2005 facilities; the pipeline offering is an early step toward the Quest Midstream Partners structure.
Quest reported daily net production of 30.6 MMcf/d exiting March 2006, up about 17% from 26.2 MMcf/d at Dec 31, 2005, and a board-approved 2006 capital budget of $105.7m (versus $47.5m spent in 2005). Proved reserves at Dec 31, 2005 were 134 Bcf, down 6 Bcf from July 2005, with 3P reserves at 299 Bcfe. The company says drilling was restricted by its credit facilities until the Nov 14, 2005 offering and new credit facility, which removed those limits; it also says 71 wells drilled in the last 45 days of 2005 were all classed as undeveloped, so no proved reserves were added. This answers part of the open question about earlier restrictions. Pipeline is stated as about 1,100 miles.
Wellington Management Company, LLP reported a QUEST RESOURCE CORP shareholding of 2,415,600 shares (11.08% of votes) in a periodic institutional filing.
Third Point LLC, Daniel S. Loeb, Third Point Offshore Fund, Ltd. reported a QUEST RESOURCE CORP shareholding of 1,973,076 shares (8.90% of votes) in a periodic institutional filing.