0000891836-14-000056.txt : 20140508 0000891836-14-000056.hdr.sgml : 20140508 20140508170028 ACCESSION NUMBER: 0000891836-14-000056 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20140508 DATE AS OF CHANGE: 20140508 GROUP MEMBERS: EDWARD H. MCDERMOTT GROUP MEMBERS: ELI J. WEINBERG GROUP MEMBERS: JOHN H. SCULLY GROUP MEMBERS: SAN FRANCISCO PARTNERS L.P. GROUP MEMBERS: SF ADVISORY PARTNERS L.P. GROUP MEMBERS: SPO ADVISORY PARTNERS L.P. GROUP MEMBERS: SPO PARTNERS II L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUICKSILVER RESOURCES INC CENTRAL INDEX KEY: 0001060990 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752756163 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55999 FILM NUMBER: 14825803 BUSINESS ADDRESS: STREET 1: 801 CHERRY STREET STREET 2: SUITE 3700, UNIT 19 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-665-5000 MAIL ADDRESS: STREET 1: 801 CHERRY STREET STREET 2: SUITE 3700, UNIT 19 CITY: FORT WORTH STATE: TX ZIP: 76102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPO ADVISORY CORP CENTRAL INDEX KEY: 0000919468 IRS NUMBER: 680247274 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 591 REDWOOD HIGHWAY STREET 2: SUITE 3215 CITY: MILL VALLEY STATE: CA ZIP: 94941 BUSINESS PHONE: 4153836600 MAIL ADDRESS: STREET 1: 591 REDWOOD HIGHWAY STREET 2: SUITE 3215 CITY: MILL VALLEY STATE: CA ZIP: 94941 FORMER COMPANY: FORMER CONFORMED NAME: SF ADVISORY CORP DATE OF NAME CHANGE: 19990329 SC 13D/A 1 sc0035.htm AMENDMENT NO. 5 TO SCHEDULE 13D sc0035.htm
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
 
 
QUICKSILVER RESOURCES INC. 
(Name of Issuer)
 
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
 
74837R104
(CUSIP Number)
 
SPO Advisory Corp.
591 Redwood Highway, Suite 3215
Mill Valley, California 94941
(415) 383-6600
 
with a copy to:
 
Alison S. Ressler
Sullivan & Cromwell LLP
1888 Century Park East
Los Angeles, California 90067-1725
(310) 712-6600
 (Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
May 6, 2014
(Date of Event which Requires Filing of This Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  x.
 
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 
Page 2 of 15 Pages
CUSIP No. 74837R104

1
NAME OF REPORTING PERSON
 
 
 
SPO Partners II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
 
 
(a)  o
 
(b)  x
3
SEC USE ONLY
 
 
 
 
4
SOURCE OF FUNDS
 
 
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
 
17,526,654 (1)
8
SHARED VOTING POWER
 
 
 
-0-
9
SOLE DISPOSITIVE POWER
 
 
 
17,526,654 (1)
10
SHARED DISPOSITIVE POWER
 
 
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
17,526,654 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
9.9%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
PN

(1)
Power is exercised through its sole general partner, SPO Advisory Partners, L.P.
 
 
 
 
Page 3 of 15 Pages
CUSIP No. 74837R104

1
NAME OF REPORTING PERSON
 
 
 
SPO Advisory Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
 
 
(a)  o
 
(b)  x
3
SEC USE ONLY
 
 
 
 
4
SOURCE OF FUNDS
 
 
 
Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
 
17,526,654 (1)(2)
8
SHARED VOTING POWER
 
 
 
-0-
9
SOLE DISPOSITIVE POWER
 
 
 
17,526,654 (1)(2)
10
SHARED DISPOSITIVE POWER
 
 
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
17,526,654
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
9.9%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
PN

(1)
Solely in its capacity as the sole general partner of SPO Partners II, L.P.
  
(2)
Power is exercised through its sole general partner, SPO Advisory Corp.

 
 
 
Page 4 of 15 Pages
CUSIP No. 74837R104

1
NAME OF REPORTING PERSON
 
 
 
San Francisco Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
 
 
(a)  o
 
(b)  x
3
SEC USE ONLY
 
 
 
 
4
SOURCE OF FUNDS
 
 
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
California
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
 
1,258,500 (1)
8
SHARED VOTING POWER
 
 
 
-0-
9
SOLE DISPOSITIVE POWER
 
 
 
1,258,500 (1)
10
SHARED DISPOSITIVE POWER
 
 
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
1,258,500
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
0.7%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
PN

(1)
Power is exercised through its sole general partner, SF Advisory Partners, L.P.
 
 
 
 
Page 5 of 15 Pages
CUSIP No. 74837R104

1
NAME OF REPORTING PERSON
 
 
 
SF Advisory Partners, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
 
 
(a)  o
 
(b)  x
3
SEC USE ONLY
 
 
 
 
4
SOURCE OF FUNDS
 
 
 
Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
 
1,258,500 (1)(2)
8
SHARED VOTING POWER
 
 
 
-0-
9
SOLE DISPOSITIVE POWER
 
 
 
1,258,500 (1)(2)
10
SHARED DISPOSITIVE POWER
 
 
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
1,258,500
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
0.7%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
PN

(1)
Solely in its capacity as the sole general partner of San Francisco Partners, L.P.
  
(2)
Power is exercised through its sole general partner, SPO Advisory Corp.
 
 
 
 
Page 6 of 15 Pages
CUSIP No. 74837R104

1
NAME OF REPORTING PERSON
 
 
 
SPO Advisory Corp.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
 
 
(a)  o
 
(b)  x
3
SEC USE ONLY
 
 
 
 
4
SOURCE OF FUNDS
 
 
 
Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
 
18,785,154 (1)(2)
8
SHARED VOTING POWER
 
 
 
-0-
9
SOLE DISPOSITIVE POWER
 
 
 
18,785,154 (1)(2)
10
SHARED DISPOSITIVE POWER
 
 
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
18,785,154
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
10.6%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
CO
 
(1)
Solely in its capacity as the sole general partner of SPO Advisory Partners, L.P. with respect to 17,526,654 of such shares; and solely in its capacity as the sole general partner of SF Advisory Partners, L.P. with respect to 1,258,500 of such shares.
  
(2)
Power is exercised through its three controlling persons, John H. Scully, Edward H. McDermott and Eli J. Weinberg.

 
 
 
Page 7 of 15 Pages
CUSIP No. 74837R104

1
NAME OF REPORTING PERSON
 
 
 
John H. Scully
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
 
 
(a)  o
 
(b)  x
3
SEC USE ONLY
 
 
 
 
4
SOURCE OF FUNDS
 
 
 
PF and Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
 
19,900 (1)
8
SHARED VOTING POWER
 
 
 
18,785,154 (2)
9
SOLE DISPOSITIVE POWER
 
 
 
19,900 (1)
10
SHARED DISPOSITIVE POWER
 
 
 
18,785,154 (2)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
18,805,054
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
10.6%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
IN
 
(1)
These shares are held in Mr. Scully’s individual retirement account, which is self-directed.
  
(2)
These shares may be deemed to be beneficially owned by Mr. Scully solely in his capacity as one of three controlling persons of SPO Advisory Corp.
 
 
 
 
Page 8 of 15 Pages
CUSIP No. 74837R104

1
NAME OF REPORTING PERSON
 
 
 
Edward H. McDermott
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
 
 
(a)  o
 
(b)  x
3
SEC USE ONLY
 
 
 
 
4
SOURCE OF FUNDS
 
 
 
PF and Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
 
2,300 (1)
8
SHARED VOTING POWER
 
 
 
18,785,154 (2)
9
SOLE DISPOSITIVE POWER
 
 
 
2,300 (1)
10
SHARED DISPOSITIVE POWER
 
 
 
18,785,154 (2)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
18,787,454
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
10.6%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
IN
 
(1)
These shares are held in Mr. McDermott's individual retirement account, which is self-directed.
   
(2)
These shares may be deemed to be beneficially owned by Mr. McDermott solely in his capacity as one of three controlling persons of SPO Advisory Corp.
 
 
 
 
Page 9 of 15 Pages
CUSIP No. 74837R104

1
NAME OF REPORTING PERSON
 
 
 
Eli J. Weinberg
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
 
 
 
(a)  o
 
(b)  x
3
SEC USE ONLY
 
 
 
 
4
SOURCE OF FUNDS
 
 
 
Not Applicable
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
 
-0-
8
SHARED VOTING POWER
 
 
 
18,785,154 (1)
9
SOLE DISPOSITIVE POWER
 
 
 
-0-
10
SHARED DISPOSITIVE POWER
 
 
 
18,785,154 (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
18,785,154
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
10.6%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
IN
 
(1)
These shares may be deemed to be beneficially owned by Mr. Weinberg solely in his capacity as one of three controlling persons of SPO Advisory Corp.
 
 
 
 
 
 
Page 10 of 15 Pages


This Amendment No. 5 amends the Schedule 13D (the “Original 13D”) filed with the Securities and Exchange Commission (“SEC”) on August 27, 2010 and as amended on October 18, 2010, October 26, 2010, February 23, 2011 and March 17, 2011. Unless otherwise stated herein, the Original 13D, as previously amended, remains in full force and effect. Terms used therein and not defined herein shall have the meanings ascribed thereto in the Original 13D.

ITEM 1.
Security and Issuer.

Item 1 is hereby amended by deleting the last sentence and replacing it with the following sentence:

The principal executive offices of the Issuer are located at 801 Cherry Street, Suite 3700, Unit 19, Fort Worth, Texas 76102.

ITEM 2.
Identity and Background.

Item 2(a) is hereby amended and restated in its entirety as follows:

(a) The undersigned hereby file this Schedule 13D Statement on behalf of SPO Partners II, L.P., a Delaware limited partnership (“SPO”), SPO Advisory Partners, L.P., a Delaware limited partnership (“SPO Advisory Partners”), San Francisco Partners, L.P., a California limited partnership (“SFP”), SF Advisory Partners, L.P., a Delaware limited partnership (“SF Advisory Partners”), SPO Advisory Corp., a Delaware corporation (“SPO Advisory Corp.”), John H. Scully (“JHS”), Edward H. McDermott (“EHM”) and Eli J. Weinberg (“EJW”). SPO, SPO Advisory Partners, SFP, SF Advisory Partners, SPO Advisory Corp., JHS, EHM and EJW are sometimes hereinafter referred to as the “Reporting Persons.” The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Act”), although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists.

The Original 13D, as amended, listed William E. Oberndorf (“WEO”) as a “Reporting Person.” As of March 31, 2012, WEO was no longer a controlling person of SPO Advisory Corp. As a result, WEO is no longer a “Reporting Person” for all purposes under this Amendment and the Original 13D.  All references to WEO in Item 2(b)-(c) are hereby deleted in their entirety.

Item 2(b)-(c) is hereby amended and supplemented by adding the following paragraph at the end thereof:

EJW

EJW’s business address is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. His present principal occupation is serving as a managing director of SPO Partners & Co., a Delaware corporation. The principal business of SPO Partners & Co. is operating as an investment firm. The principal business address of SPO Partners & Co., which serves as its principal office address is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. EJW is one of three controlling persons of SPO Advisory Corp., the sole general partner of each of SPO Advisory Partners and SF Advisory Partners.
 

 
 
 
 
Page 11 of 15 Pages
 

ITEM 3.
Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated in its entirety as follows:

The source and amount of the funds used or to be used by the Reporting Persons to purchase Shares are as follows:

Name
Source of Funds
Amount of Funds(1)
SPO
Contributions from Partners
$147,742,483 (2)
SPO Advisory Partners
Not Applicable
Not Applicable
SFP
Contributions from Partners
$9,297,948 (3)
SF Advisory Partners
Not Applicable
Not Applicable
SPO Advisory Corp.
Not Applicable
Not Applicable
JHS
Personal Funds and Not Applicable
$135,483 (4)
EHM
Personal Funds and Not Applicable
$13,899 (5)
EJW
Not Applicable
Not Applicable
________________
(1)
The amounts in this column have been reduced by the proceeds from sales of Shares over time.
(2)
During the course of its ownership of Shares, the total amount of funds used to purchase Shares by SPO is $163,605,927.
(3)
During the course of its ownership of Shares, the total amount of funds used to purchase Shares by SFP is $10,437,123.
(4)
During the course of his ownership of Shares, the total amount of funds used to purchase Shares by JHS is $135,483.
(5)
During the course of his ownership of Shares, the total amount of funds used to purchase Shares by EHM is $13,899.
 
ITEM 5.
Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

(a) Percentage interest calculations for each Reporting Person are based upon the Issuer having 177,188,607 total outstanding shares of Common Stock as of March 17, 2014 as reported on the Issuer’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2014.

SPO

The aggregate number of Shares that SPO owns beneficially, pursuant to Rule 13d-3 of the Act, is 17,526,654 Shares, which constitutes approximately 9.9% of the outstanding Shares.

SPO Advisory Partners

Because of its position as the sole general partner of SPO, SPO Advisory Partners may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 17,526,654 Shares, which constitutes approximately 9.9% of the outstanding Shares.

SFP

The aggregate number of Shares that SFP owns beneficially, pursuant to Rule 13d-3 of the Act, is 1,258,500 Shares, which constitutes approximately 0.7% of the outstanding Shares.
 
SF Advisory Partners

Because of its position as the sole general partner of SFP, SF Advisory Partners may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 1,258,500 Shares, which constitutes approximately 0.7% of the outstanding Shares.


 
 
 

Page 12 of 15 Pages

SPO Advisory Corp.

Because of its positions as the sole general partner of each of SPO Advisory Partners and SF Advisory Partners, SPO Advisory Corp. may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 18,785,154 Shares in the aggregate, which constitutes approximately 10.6% of the outstanding Shares.

JHS

Individually, and because of his position as a control person of SPO Advisory Corp., JHS may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 18,805,054 Shares in the aggregate, which constitutes approximately 10.6% of the outstanding Shares.

EHM

Individually, and because of his position as a control person of SPO Advisory Corp., EHM may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 18,787,454 Shares, which constitutes approximately 10.6% of the outstanding Shares.

EJW

Because of his position as a control person of SPO Advisory Corp., EJW may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 18,785,154 Shares in the aggregate, which constitutes approximately 10.6% of the outstanding Shares.

To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 hereof is the beneficial owner of any Shares.
 
(b) SPO

Acting through its sole general partner, SPO has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 17,526,654 Shares.

SPO Advisory Partners

Acting through its sole general partner and in its capacity as the sole general partner of SPO, SPO Advisory Partners has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 17,526,654 Shares.

SFP

Acting through its sole general partner, SFP has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 1,258,500 Shares.
 
SF Advisory Partners

Acting through its sole general partner and in its capacity as the sole general partner of SFP, SF Advisory Partners has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 1,258,500 Shares.

SPO Advisory Corp.

Acting through its controlling persons, and in its capacities as the sole general partner of each of SPO Advisory Partners and SF Advisory Partners, SPO Advisory Corp has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 18,785,154 Shares in the aggregate.
 
 

 
 
 

Page 13 of 15 Pages
 
JHS

As one of three controlling persons of SPO Advisory Corp., which is the sole general partner of each of SPO Advisory Partners and SF Advisory Partners, JHS may be deemed to have shared power with EHM and EJW to vote or to direct the vote and to dispose or to direct the disposition of 18,785,154 Shares held by SPO and SFP in the aggregate. In addition, JHS has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 19,900 Shares held in JHS’s individual retirement account, which is a self-directed individual retirement account.

EHM

As one of three controlling persons of SPO Advisory Corp., which is the sole general partner of each of SPO Advisory Partners and SF Advisory Partners, EHM may be deemed to have shared power with JHS and EJW to vote or to direct the vote and to dispose or to direct the disposition of 18,785,154 Shares held by SPO and SFP in the aggregate. In addition, EHM has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 2,300 Shares held in EHM’s individual retirement account, which is a self-directed individual retirement account.
EJW

As one of three controlling persons of SPO Advisory Corp., which is the sole general partner of each of SPO Advisory Partners and SF Advisory Partners, EJW may be deemed to have shared power with JHS and EHM to vote or to direct the vote and to dispose or to direct the disposition of 18,785,154 Shares held by SPO and SFP in the aggregate.

(c) Within the past 60 days of the date of this statement, the Reporting Persons sold Shares in open market transactions on the New York Stock Exchange as set forth on Schedule I attached hereto.

Except as set forth in this paragraph (c), to the best of the knowledge of each of the Reporting Persons, none of the persons named in response to paragraph (a) has effected any transactions in Shares during the past 60 days.

(d) Each of the Reporting Persons affirms that no person other than such Reporting Person has the right to receive or the power to direct the receipt of distributions with respect to, or the proceeds from the sale of, Shares owned by such Reporting Persons.

ITEM 7.
Material to be Filed as Exhibits.
 
 
Exhibit A:
Agreement pursuant to Rule 13d-1 (k)
 
 
Exhibit B:
Power of Attorney


 
 
 


Page 14 of 15 Pages


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: May 8, 2014
 
By:
/s/ Kim M. Silva
 
 
 
Kim M. Silva
 
 
 
 
 
Attorney-in-Fact for:
 
 
 
 
 
SPO PARTNERS II, L.P. (1)
SPO ADVISORY PARTNERS, L.P. (1)
SAN FRANCISCO PARTNERS, L.P. (1)
SF ADVISORY PARTNERS, L.P. (1)
SPO ADVISORY CORP. (1)
JOHN H. SCULLY (1)
EDWARD H. MCDERMOTT (1)
ELI J. WEINBERG (2)
 
 
 
 
 
 
 
 
(1) A Power of Attorney authorizing Kim M. Silva to act on behalf of this person or entity has been previously filed with the Securities and Exchange Commission.
 
(2) A Power of Attorney authorizing Kim M. Silva to act on behalf of this person is filed as Exhibit B.


 
 
 

SCHEDULE I TO
SCHEDULE 13D FOR SPO ADVISORY CORP.

Reporting Person
Date of Transaction
Type
Class of Security
CS = Common Stock
W = Warrants
Number of Shares
Price Per Share $
Where/How Transaction Effected
 
 
 
 
 
 
 
SPO Partners II, L.P.
05/06/2014
Sell
CS
3,265,500
2.83
Open Market/Broker
 
 
 
 
 
 
 
San Francisco Partners, L.P.
05/06/2014
Sell
CS
234,500
2.83
Open Market/Broker
 
 
 
 
 
 
 
SPO Partners II, L.P.
05/07/2014
Sell
CS
1,399,500
2.62
Open Market/Broker
 
 
 
 
 
 
 
San Francisco Partners, L.P.
05/07/2014
Sell
CS
100,500
2.62
Open Market/Broker
 
 
 
 
 
 
 
SPO Partners II, L.P.
05/07/2014
Sell
CS
1,119,600
2.64
Open Market/Broker
 
 
 
 
 
 
 
San Francisco Partners, L.P.
05/07/2014
Sell
CS
80,400
2.64
Open Market/Broker
             

 

 
 
 


Page 15 of 15 pages


INDEX OF EXHIBITS

Exhibit
Document Description
Exhibit A:
Agreement pursuant to Rule 13d-1 (k)
 
 
Exhibit B:
Power of Attorney

 
 

 EX-99.A 2 ex_99-a.htm EXHIBIT A -- AGREEMENT PURSUANT TO RULE 13D-1(K) Unassociated Document
EXHIBIT A

Pursuant to Rule 13d-1(k) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below.


Dated: May 8, 2014
 
 
 
 
 
 
 
 
 
By:
/s/ Kim M. Silva
 
 
 
Kim M. Silva
 
 
 
 
 
Attorney-in-Fact for:
 
 
 
 
 
SPO PARTNERS II, L.P. (1)
SPO ADVISORY PARTNERS, L.P. (1)
SAN FRANCISCO PARTNERS, L.P. (1)
SF ADVISORY PARTNERS, L.P. (1)
SPO ADVISORY CORP. (1)
JOHN H. SCULLY (1)
EDWARD H. MCDERMOTT (1)
ELI J. WEINBERG (2)
 
 
 
 
 
 
 
 
(1) A Power of Attorney authorizing Kim M. Silva to act on behalf of this person or entity has been previously filed with the Securities and Exchange Commission.
 
(2) A Power of Attorney authorizing Kim M. Silva to act on behalf of this person is filed as Exhibit B.
 
 
 
 

 EX-99.B 3 ex_99-b.htm EXHIBIT B -- POWER OF ATTORNEY Unassociated Document
EXHIBIT B

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that Eli J. Weinberg (the “Grantor”) has made, constituted and appointed, and by these presents does make, constitute and appoint, Kim M. Silva (an “Attorney”), the true and lawful agent and attorney-in-fact, with full power of substitution and resubstitution, of the Grantor, for and in the Grantor’s name, place and stead, in any and all capacities, to do all or any of the following acts, matters and things:

 
1.
To sign on behalf of the Grantor statements on Schedule 13D or 13G or Forms 3, 4 and 5, or amendments thereto pursuant to Section 13(d) or Section 16 under the Securities Exchange Act of 1934.
 
 
 
 
2.
To do all such other acts and things as, in such Attorney’s discretion, he or she deems appropriate or desirable for the purpose of filing such statements on Schedule 13D or 13G or Forms 3, 4 and 5, or amendments thereto.
     
 
3.
To appoint in writing one or more substitutes who shall have the power to act on behalf of the Grantor as if that substitute or those substitutes shall have been originally appointed Attorney(s) by this Power of Attorney and/or to revoke any such appointment at any time without assigning any reason therefor.

The Grantor hereby ratifies and confirms all that said agents and attorneys-in-fact or any substitute or substitutes may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 or to file reports under Section 13(d) of the Securities Exchange Act of 1934 with respect to the undersigned’s holdings of and transactions in securities issued by Quicksilver Resources Inc., unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

The words Grantor and Attorney shall include all grantors and attorneys under this Power of Attorney.

IN WITNESS WHEREOF, Grantor duly assents to this Power of Attorney by his, her or its signature as of the 8th of May, 2014.


 
Eli J. Weinberg
 
 
 
/s/ Eli J. Weinberg