Each one in plain English, with the numbers worked through for a shareholder.
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.
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.
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.
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.
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.
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.
