-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Auf9lUhnBNkk6AUUYyL0eR0k3uosDCDW2HrQpJYY8WmxOkVrJXSZS2GiQlDOYh4d MwH8NFtq5CSJxYkC1u/k7A== 0000950103-10-003072.txt : 20101025 0000950103-10-003072.hdr.sgml : 20101025 20101025172718 ACCESSION NUMBER: 0000950103-10-003072 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20101024 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101025 DATE AS OF CHANGE: 20101025 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14837 FILM NUMBER: 101140483 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 8-K 1 dp19671_8k.htm FORM 8-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549




FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of report (Date of earliest event reported):  October 24, 2010


QUICKSILVER RESOURCES INC.
(Exact Name of Registrant as Specified in Charter)

 
Delaware
(State or Other Jurisdiction
of Incorporation)
001-14837
(Commission
File Number)
75-2756163
(IRS Employer
Identification No.)

801 Cherry Street
Suite 3700, Unit 19
Fort Worth, Texas 76102
(Address of Principal Executive Offices) (Zip Code)


Registrant’s telephone number, including area code: (817) 665-5000


 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 

 
 
Item 1.01.  Entry Into a Material Definitive Agreement.
 
On October 24, 2010, Quicksilver Resources Inc. (“Quicksilver”) entered into a confidentiality agreement (the “Confidentiality Agreement”) with a group of investors consisting of members of the Darden family (the “Investor Group”).  Pursuant to the Confidentiality Agreement, Quicksilver will make available to the Investor Group certain non-public information regarding Quicksilver and its operations.  Under a standstill provision of the Confidentiality Agreement, the Investor Group has agreed that, for the six-month period after the date of the Confidentiality Agreement, it will not acquire any additional shares of Quicksilver’s common stock or other equity interests in Quicksilver without the prior approval of the transaction committee of Quicksilver’s Board of Directors .
 
The foregoing description of the Confidentiality Agreement does not purport to be complete and is qualified in its entirety by the Confidentiality Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
 
 Item 8.01.  Other Events.
 
On October 25, 2010, Quicksilver issued a press release announcing the entry into the Confidentiality Agreement described in Item 1.01 of this Current Report.  A copy of the press release, which is attached as Exhibit 99.1 to this Current Report, is incorporated herein by reference.

 
 

 
 
Item 9.01.  Financial Statements and Exhibits.
 
 (d) Exhibits.
 
Exhibit
Number
 
Description
   
10.1
Confidentiality Agreement dated October 24, 2010
   
99.1
Press Release dated October 25, 2010

 
 
 

 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

 
 
QUICKSILVER RESOURCES INC.
 
     
     
       
 
By:
/s/ Philip Cook
 
 
 
Philip Cook
 
   
Senior Vice President
 
   
Chief Financial Officer
 
       
Date:  October 25, 2010
 
 
 

 
 
INDEX TO EXHIBITS
 
Exhibit
Number
 
Description
   
10.1
Confidentiality Agreement dated October 24, 2010
   
99.1
Press Release dated October 25, 2010

 
 
 

EX-10.1 2 dp19671_ex1001.htm EXHIBIT 10.1
Exhibit 10.1
 
QUICKSILVER RESOURCES INC.


 

October 24, 2010
 
Quicksilver Energy L.P.
801 Cherry Street
Suite 3700, Unit 19
Fort Worth, Texas  76102

Ladies and Gentlemen:
 
It is expected that Quicksilver Resources Inc. (the “Company”) and its Representatives (as defined below) will furnish you and your Representatives with, or otherwise make available to you and your Representatives, certain information about the business, operations and affairs of the Company and its subsidiaries.  Such information (whether oral, written, electronic or otherwise and whether provided before, on or after the date of this agreement), regardless of the form in which it is provided or maintained and whether prepared by the Company, its Representatives or otherwise, together with any notes, analyses, compilations, studies, interpretations or other documents prepared by you or your Representatives which contain or otherwise reflect such information, is hereinafter referred to as “Confidential Information,” except that “Confidential Information” does not include any information that (i) was publicly available prior to the date of this agreement or hereafter becomes publicly available without any violation of this agreement on the part of you or any of your Representatives, or (ii) becomes available to you from a person other than the Company and its Representatives who is not, to the best of your knowledge, subject to any contractual, legal, fiduciary or other obligation to keep such information confidential.  As used in this agreement, “person” means an individual or entity and the “Representatives” of any person means the affiliates, officers, directors, employees, attorneys, accountants, financial or other advisors and other agents and representatives of such person; provided that  “Representatives” shall not include any prospective sources of financing (whether equity or debt financing).  For the avoidance of doubt, no Confidential Information shall be provided by you or your Representatives to any prospective sources of financing (whether equity or debt financing) without, in each case, prior written consent of the Committee; provided that with respect to any major national or international bank that will serve as a bona fide debt provider, your obligation is limited to treating such person as a Representative hereunder (including by requiring execution of an appropriate confidentiality agreement) and to notifying the Committee of the identity of such person.
 
 
 

 
Quicksilver Energy L.P.
October 24, 2010
 
 
In consideration of your being provided with Confidential Information, you agree to comply with the terms of this agreement.
 
You agree that all Confidential Information will be kept confidential and will not be disclosed, in whole or in part, by you or any of your Representatives to any person other than those of your Representatives who need to know such Confidential Information for the purpose of evaluating the Company on your behalf; provided that (i) you will require your Representatives to be bound by the terms of this agreement applicable to them to the fullest extent as if they were parties hereto and (ii) you will be responsible for any breach of this agreement by you or any of your Representatives.
 
Without the prior written consent of the Transaction Committee of Board of Directors (the “Committee”), you agree that none of you or any of your Representatives will disclose to any person the fact that any Confidential Information has been made available to you or your Representatives, that discussions or negotiations are taking place with the Committee, or any of the terms, conditions or other facts with respect to such discussions or negotiations, including the status thereof, except as otherwise required by law or the applicable rules of any national securities exchange.
 
You agree that unless otherwise directed by the Committee in writing (i) all communications with the Company regarding requests for Confidential Information, (ii) requests for additional information, facility tours, or management meetings, and (iii) discussions or questions regarding procedures with respect to the Confidential Information, will be submitted or directed by you or your Representatives only to a person or persons designated in writing by the Committee.
 
You agree that none of your Representatives will use or allow the use of any Confidential Information for any purpose except to assist you.
 
Promptly following your receipt of a request from the Committee, you and your Representatives shall, at your election, either destroy or return to the Company all Confidential Information provided to you or your Representatives hereunder, except for that portion of the Confidential Information that consists of analyses, compilations, studies or other documents prepared by you or your Representatives.  Any such portion of the Confidential Information that consists of analyses, compilations, studies or other documents prepared by you or your Representatives will, to the extent legally permitted, be destroyed immediately upon the Committee’s request.  Upon the request of the Committee, you will provide the Committee with prompt written certification of your and your Representatives’ compliance with the p receding two sentences.
 
If you or anyone to whom you transmit the Confidential Information is requested or required by applicable law (by oral questions, interrogatories, requests for information
 
 
2

 
Quicksilver Energy L.P.
October 24, 2010
 
 
or documents, subpoenas, civil investigative demand or similar process) to disclose any of the Confidential Information, you will provide the Company and the Committee with prompt written notice so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this agreement, and you will use your reasonable best efforts to assist the Company in seeking such protective order.  If such protective order or other remedy is not obtained, or the Committee waives your compliance with the provisions of this agreement, you or your Representatives will furnish only that portion of the Confidential Information that is legally required to be furnished, in the opinion of your counsel, and will exercise your reasonable best efforts to obtain a protective order or other reliable as surance that confidential treatment will be accorded to the Confidential Information.
 
You hereby acknowledge that, in your examination of the Confidential Information, you will receive material nonpublic information concerning the Company, and that you are aware (and that your Representatives have been or will be advised by you) that the United States securities laws restrict the purchase and sale of securities by persons who possess certain nonpublic information relating to the issuer of such securities.  You agree that for a period of six months following the date hereof, none of you and any of your affiliates (and any person acting on behalf of or in concert with you or any of your affiliates) will, directly or indirectly, without the Company’s prior written consent, acquire or agree to acquire any securities of the Company.
 
No failure or delay by the Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof or preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.
 
You agree that the Company would be irreparably injured by a breach of this agreement by you or your Representatives and that, in such event (or in the event the Committee reasonably believes such event is reasonably likely to occur), the Company shall be entitled, in addition to any and all other remedies, to injunctive relief and specific performance without the necessity of providing any bond or other security, and you hereby irrevocably consent to such relief.
 
If any term or provision of this agreement or any application hereof shall be invalid and unenforceable, the remainder of this agreement and any other application of such term or provision shall not be affected thereby.
 
This agreement may be modified or waived only by an instrument signed by the parties hereto.  This agreement may not be assigned by any party hereto without the express prior written consent of the other party hereto, and any assignment of this agreement by either party without the prior written consent of the other shall be void.
 
 
3

 
Quicksilver Energy L.P.
October 24, 2010
 
 
This agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to its conflict of law provisions.  You hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any state or federal court sitting in New York City, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this letter agreement.  You hereby agree that service of any process, summons, notice or document by U.S. registered mail addressed to you shall be effective service of process for any such suit, action or proceeding brought against you in any such court.  You hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such sui t, action or proceeding brought in any such court has been brought in an inconvenient forum.  You agree that a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon you and may be enforced in any other courts to whose jurisdiction you are or may be subject by suit upon such judgment.
 
Except for the preceding two paragraphs, which shall be binding in perpetuity or until the latest date permitted by law, this agreement will be binding upon you and your Representatives for a period of two years from the date hereof.  This agreement may be executed and delivered by facsimile.  Any facsimile signatures shall have the same legal effect as original signatures.
 
 
4

 
Quicksilver Energy L.P.
October 24, 2010
 
 
To evidence your agreement with the foregoing, please sign and return a copy of this agreement to the undersigned.
 
Very truly yours,
 
   
   
QUICKSILVER RESOURCES INC.
 
   
       
By:
/s/ John C. Cirone
 
  Name:
John C. Cirone
 
  Title:
Senior Vice President & General Counsel
 

 
Accepted and agreed:
 
   
   
QUICKSILVER ENERGY L.P.
 
   
       
By:
/s/  Glenn Darden
 
  Name:
Glenn Darden
 
  Title:
Member
 
 
 
5
 

EX-99.1 3 dp19671_ex9901.htm EXHIBIT 99.1
Exhibit 99.1
 
Quicksilver Resources Inc. Enters Confidentiality Agreement with Investor Group

Fort Worth, Texas (October 25, 2010) – Quicksilver Resources Inc. (NYSE: KWK) today announced that it has entered into a confidentiality agreement (the “Agreement”) with a group of investors consisting of members of the Darden family (the “Investor Group”).  Pursuant to the Agreement, Quicksilver Resources will make available to the Investor Group certain non-public information regarding the Company and its operations.  Under a standstill provision of the Agreement, the Investor Group has agreed that, for the next six months, it will not acquire any additional shares of Quicksilver Resources’ common stock or other equity interests in the Company without the prior approval of the transaction committee of Quicksilver ResourcesR 17; Board of Directors.  The transaction committee concurrently advised the Investor Group that it does not intend to waive certain restrictions of the Company’s Shareholder Rights Plan, as requested by the Investor Group, until it receives and evaluates a proposal from the Investor Group.  The transaction committee further advised the Investor Group that it will base its decision as to the waiver, if any, and the terms of any such waiver, on its evaluation of any such proposal.  The transaction committee believes that the confidentiality agreement described above will permit the Investor Group to submit a proposal while protecting the interests of other shareholders of the Company.

As previously announced, the Quicksilver Resources Board received a letter dated October 15, 2010, from Quicksilver Energy, L.P., an entity controlled by members of the Darden family, indicating that the Investor Group is interested in exploring strategic alternatives for Quicksilver Resources.  The Investor Group also requested an amendment to Quicksilver Resources’ Shareholder Rights Plan in order to facilitate discussions between the Investor Group and another shareholder, SPO Partners & Co., regarding a potential transaction.

A committee of independent directors of the Quicksilver Resources Board has been formed to consider any transaction that may be proposed by the Investor Group, as well as possible alternatives.  The Board continues to caution that there can be no assurance that any proposal for a transaction will be received from any source or that any transaction will be approved or consummated.


About Quicksilver Resources

Fort Worth, Texas-based Quicksilver Resources is a natural gas and crude oil exploration and production company engaged in the development and acquisition of long-lived, unconventional natural gas reserves, including coalbed methane, shale gas, and tight sands gas in North America.  The company has U.S. offices in Fort Worth, Texas; Glen Rose, Texas and Cut Bank, Montana.  Quicksilver’s Canadian subsidiary, Quicksilver Resources Canada Inc., is headquartered in Calgary, Alberta.  For more information about Quicksilver Resources, visit www.qrinc.com.

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Investor & Media Contact:
Rick Buterbaugh
(817) 665-4835
 
 

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