20 Jan 2006securities registration● Neutral
QUEST RESOURCE CORP amended a filing by which it registered a securities offering with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
12 Dec 2005substantial holder notice● Neutral
Wellington Management Company, LLP disclosed a new substantial QUEST RESOURCE CORP shareholding (10.61% of votes).
12 Dec 2005securities registration● Neutral
QUEST RESOURCE CORP registered a securities offering with the SEC.
5 Dec 2005production update● Neutral
Quest said it will publish monthly operating updates on its website starting with November 2005. November 2005 figures: 23 wells drilled, 2 connected, 21 recompleted, 7.75 miles of pipeline buried and 802.55 net acres acquired. This is a new reporting practice following the November financing; the filing gives no comparison figures or production volumes.
1 Dec 2005substantial holder notice● Neutral
Third Point LLC, Daniel S. Loeb, Third Point Offshore Fund, Ltd. reported a QUEST RESOURCE CORP shareholding of 2,150,812 shares (9.75% of votes) in a periodic institutional filing.
23 Nov 2005substantial holder notice● Neutral
SAB CAPITAL PARTNERS, L.P., SAB OVERSEAS MASTER FUND, L.P., SAB CAPITAL ADVISORS, L.L.C., SCOTT A BOMMER disclosed a new substantial QUEST RESOURCE CORP shareholding (8.70% of votes).
18 Nov 2005asset acquisition disposition● NeutralMajor
With the placement closing on Nov 14, 2005, Quest and Quest Cherokee entered into two new credit agreements totaling $100 million each: a Senior Credit Agreement ($50m revolver plus $50m first lien term loan, both 5 years) and a $100m six-year second lien term loan (LIBOR+6%) that was fully funded at closing. Quest Cherokee repaid everything owed under its UBS credit agreement and ended its UBS interest rate swap, receiving $378,500. This replaces the UBS facility, resolving the earlier open question about it. The loans carry minimum production and debt-to-EBITDA covenants and are secured by substantially all assets. A registration rights agreement was also signed for the new shares; if the resale registration is not filed within 210 days, CEO Jerry Cash forfeits part of his 2006 bonus, up to $200,000. The excerpt does not show the ArcLight buyout closing (the text is truncated).
14 Nov 2005capital raising announcement● NeutralMajor
The private placement announced Nov 7 closed on Nov 14, 2005, selling 15,258,144 shares (the 14,650,000 base plus 608,144 from the placement agent's option). Gross proceeds were $198,355,872 and estimated net proceeds $183,470,961, leaving about 22,056,363 shares outstanding (up to about 22,913,219 if the rest of the option is sold). The filing says closing was subject to the new credit facility and the ArcLight purchase agreement; the sale itself is stated as closed. It resolves the pending placement, and existing holders are heavily diluted. Quest also agreed to register the shares for resale.
8 Nov 2005capital raising announcement● NeutralMajor
On Nov 7, 2005 Quest agreed to sell 14,650,000 new shares in a private placement (plus a 30-day option for 1,465,000 more), for expected gross proceeds of about $190.45 million (about $13 a share, an inference from the figures). About 21.4 million shares would be outstanding afterwards. The money is meant mainly to buy out ArcLight's investment in Quest Cherokee, repaying ArcLight's notes (about $83.9 million) and buying its equity (about $26.1 million), leaving Quest Cherokee wholly owned. Closing was expected Nov 14, 2005, subject to a new credit facility and the ArcLight deal. This would end the ArcLight partnership begun with the 2003 Devon purchase, but it greatly increases the share count.
11 Oct 2005substantial holder notice● Neutral
Third Point LLC, Daniel S. Loeb disclosed a new substantial QUEST RESOURCE CORP shareholding (3.35% of votes).
12 Aug 2005capital raising announcement● Neutral
On Aug 10, 2005 Quest sold the final 400,000 restricted shares for $800,000, completing its 1,000,000-share goal, and lent the money to Quest Cherokee at 15% (due Oct 22, 2010), bringing its loans to the subsidiary to $2.0 million. Quest Cherokee also got a $3.0 million 15% loan from Cherokee Energy Partners, and a new intercreditor agreement splits repayments 40% to Quest and 60% to Cherokee Energy Partners, replacing the July 29 agreement.
29 July 2005capital raising announcement● Neutral
On July 27, 2005 Quest sold another 250,000 restricted shares to an individual investor for $500,000 and again lent the proceeds to Quest Cherokee at 15%. With the earlier 350,000, this leaves 400,000 shares still to sell to reach a stated goal of 1,000,000 shares.
26 July 2005capital raising announcement● Neutral
On July 20, 2005 Quest sold 350,000 restricted shares to one individual investor for $700,000 (a price of $2.00 a share, by arithmetic). It lent the money to Quest Cherokee on a 15% note, to be repaid pro rata alongside Quest Cherokee's debt to Cherokee Energy Partners. The filing says Quest Cherokee had borrowed $63 million from Cherokee Energy Partners, with about $76.5 million including interest outstanding at June 30, 2005. Quest is putting new equity cash into the operating subsidiary, after the February 2005 default waiver.
19 May 2005substantial holder notice● Neutral
Douglas L. Lamb, Marsha K. Lamb, The Lamb Family Limited Partnership, Jerry D. Cash, James B. Kite, Jr, McKown Point, LP, Easterly Family Investments, LLC, Virginia V. Kite GST Exempt Trust for James B. Kite, Jr, Boothbay Royalty Company, Bank of Texas, N.A reported a QUEST RESOURCE CORP shareholding of 2,290,393 shares (14.40% of votes) in a periodic institutional filing.
17 May 2005late filing notice▼ Bad
QUEST RESOURCE CORP notified the SEC that its quarterly report would be filed late.
19 Apr 2005capital raising announcement● Neutral
On April 6, 2005 Wells Fargo Energy Capital exercised in full the warrant it received with its November 2002 loan to Quest. Quest will issue 1,599,600 shares, with the exercise price paid by netting shares at a $4.00 market price. This adds shares and so dilutes existing holders, but brings in no cash.
31 Mar 2005late filing notice▼ Bad
QUEST RESOURCE CORP notified the SEC that its annual report would be filed late.
23 Feb 2005debt financing▼ BadMajor
On Feb 22, 2005 the lenders under Quest Cherokee's UBS credit agreement waived all existing defaults. In return Quest Cherokee agreed to a 1% higher interest margin until its leverage ratio falls below 4.0 to 1.0, and to $7 million of extra subordinated notes to Cherokee Energy Partners. It also received $5 million of additional Term B loans (on top of the original $120 million). The need for a waiver of existing defaults is a warning sign for the main operating subsidiary, though the filing does not say what the defaults were. It does not explain how this UBS facility relates to the 2003 Banc One financing.
31 Jan 2005substantial holder notice● Neutral
Wells Fargo & and 1 other reported a QUEST RESOURCE CORP shareholding of 1,600,000 shares (10.20% of votes) in a periodic institutional filing.
27 Jan 2005substantial holder notice● Neutral
Douglas L. Lamb, Marsha K. Lamb, Crown Properties, LC, The Lamb Family Limited Partnership, Jerry D. Cash, James B. Kite, Jr, Boothbay Royalty Company reported a QUEST RESOURCE CORP shareholding of 2,290,393 shares (16.00% of votes) in a periodic institutional filing.
18 Jan 2005late filing notice▼ Bad
QUEST RESOURCE CORP notified the SEC that its quarterly report would be filed late.
15 Dec 2004director interest notice● Neutral
QUEST RESOURCE CORP Chairman & Chief Exec. Officer Jerry D Cash sold 500 shares at $6.00.
14 Dec 2004director interest notice● Neutral
QUEST RESOURCE CORP Chairman & Chief Exec. Officer Jerry D Cash sold 1,000 shares at $6.00.
2 Dec 2004director interest notice● Neutral
QUEST RESOURCE CORP Chairman/Chief Exec. Officer Jerry D Cash sold 4,500 shares at $6.00.
23 Nov 2004director interest notice● Neutral
QUEST RESOURCE CORP Chairman and CEO Jerry D Cash sold 15,000 shares.
16 Nov 2004director interest notice● Neutral
QUEST RESOURCE CORP Chairman/Chief Exec Officer Jerry D Cash sold 10,000 shares at $6.12.
27 Oct 2004director interest notice● Neutral
QUEST RESOURCE CORP director James B Kite Jr. sold 300,000 shares.
7 Oct 2004director interest notice● Neutral
Bree M Stewart became a QUEST RESOURCE CORP Executive Vice President-Land and company insider (initial ownership filing).
7 Oct 2004director interest notice● Neutral
Walter Yuras became a QUEST RESOURCE CORP Executive Vice Pres-Geology and company insider (initial ownership filing).
7 Oct 2004director interest notice● Neutral
Richard Marlin became a QUEST RESOURCE CORP Exec. Vice Pres-Engineering and company insider (initial ownership filing).