Each one in plain English, with the numbers worked through for a shareholder.
27 Dec 2011debt financing● NeutralMajor
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.
Holders of 99.9% of Quicksilver's 2004 convertible debentures exercised their contractual right to force an early $150 million redemption, which Quicksilver paid by drawing on its revolver -- a routine bondholder put, but one more draw on the credit line.
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.
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.
24 Feb 2011security holder rights change● NeutralMajor
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.
Quicksilver extended the maturity of its combined U.S./Canadian revolving credit facility to February 2013 -- a routine maturity extension with its existing lender group.
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.
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.
7 Oct 2010asset acquisition disposition▲ GoodMajor
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.
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.
Quicksilver bought Marshall R. Young Oil's Tarrant County leasehold interests for $62 million cash plus BreitBurn Energy units it had held since its 2007 Michigan/Indiana/Kentucky asset sale, raising its 2010 capital program to about $450 million and its production guidance 11-14% -- a routine bolt-on to the core Barnett Shale position.
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.
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.
Quicksilver issued $600 million of 11.75% senior notes due January 2016, guaranteed by its subsidiaries, under a seventh supplemental indenture with Bank of New York Mellon as trustee. The notes are callable from July 2013 (earlier at a make-whole price) and carry the usual limits on further borrowing, liens, asset sales and distributions.
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.
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.
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.
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.
8 Aug 2008asset acquisition disposition● NeutralMajor
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.
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.
Quicksilver's newly issued 2015 notes had their coupon stepped up from 7.75% to 8.25% -- a real added interest cost layered on top of the debt just taken on for the Barnett Shale acquisition.
7 July 2008capital raising announcement● NeutralMajor
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.
The indenture behind Quicksilver's new 2015 notes set standard default triggers -- 30 days of unpaid interest, a 60-day uncured covenant breach, or default on $15 million-plus of other debt -- terms that would later matter once Quicksilver struggled to make payments.
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.
7 Nov 2007asset acquisition disposition● NeutralMajor
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.
Quicksilver's board again amended its equity plans -- raising non-employee director restricted-stock grants from $60,000 to $99,000 -- and lengthened award vesting periods -- routine compensation administration.
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.
Quicksilver reported year-end 2006 proved reserves and its 2007 capital budget, again highlighting the Barnett Shale and Canadian coal-bed methane projects -- routine annual continuation of its reserves/budget disclosure.
Quicksilver's board amended its Key Employee Change in Control Retention Plan to clarify who can be added or removed from the eligible-employee list -- routine plan housekeeping.