0001060990-13-000157.txt : 20130612 0001060990-13-000157.hdr.sgml : 20130612 20130612170507 ACCESSION NUMBER: 0001060990-13-000157 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20130612 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130612 DATE AS OF CHANGE: 20130612 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: 13909418 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 kwk8-k20130612.htm 8-K KWK 8-K 2013.06.12


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): June 12, 2013


QUICKSILVER RESOURCES INC.
(Exact name of registrant as specified in its 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.
Supplemental Indentures Relating to 11 3/4% Senior Notes due 2016 and 8 1/4% Senior Notes due 2015
On June 12, 2013, Quicksilver Resources Inc. (the “Company”), certain subsidiary guarantors and The Bank of New York Mellon Trust Company N.A., as trustee, entered into the Twenty-first and Twenty-second Supplemental Indentures, each dated as of June 12, 2013 (the “Supplemental Indentures”), to the indentures governing the Company’s 81/4% Senior Notes due 2015 (the “2015 Senior Notes”) and its 113/4% Senior Notes due 2016 (the “2016 Senior Notes”), respectively. The Supplemental Indentures eliminate or modify certain restrictive covenants and other provisions contained in the indentures governing the 2015 Senior Notes and 2016 Senior Notes. The Supplemental Indentures will not become operative until the 2015 Senior Notes and 2016 Senior Notes which have been validly tendered pursuant to the Company’s tender offer and related consent solicitation with respect thereto have been accepted for purchase and paid for by the Company in accordance with the provisions of such tender offer and consent solicitation.
The foregoing description of the Supplemental Indentures and related matters is qualified in its entirety by reference to the Twenty-first and Twenty-second Supplemental Indentures, copies of which are attached hereto as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.
Supplemental Indenture Relating to 9 1/8% Senior Notes due 2019
On June 12, 2013, the Company entered into the Twenty-third Supplemental Indenture, dated as of June 12, 2013 (the “2019 Senior Notes Supplemental Indenture”), among the Company, the subsidiary guarantors thereto and The Bank of New York Mellon Trust Company N.A., as trustee, to the indenture governing its 91/8% Senior Notes due 2019 (the “2019 Senior Notes”).
The 2019 Senior Notes Supplemental Indenture will not become operative until the Company accepts the requisite consents validly delivered and not validly revoked in the Company’s consent solicitation related to the 2019 Senior Notes and pays the related fees on the payment date, which is expected to be on June 21, 2013.
The foregoing description of the Twenty-third Supplemental Indenture and related matters is qualified in its entirety by reference to the Twenty-third Supplemental Indenture, a copy of which is attached hereto as Exhibit 4.3 and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On June 12, 2013, the Company issued press releases announcing that it priced its previously announced private offerings of (i) its 11.00% senior notes due 2021 in an aggregate principal amount of $325 million and (ii) its second lien senior secured floating rate notes due 2019 in an aggregate principal amount of $200 million (together, the “New Notes”). Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.
The New Notes have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act of 1933, as amended.  This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the New Notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
The Company is furnishing the information in this Item 7.01, including Exhibits 99.1 and 99.2, to comply with Regulation FD. Such information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.


    


Tender Offers and Consent Solicitation
On June 12, 2013, the Company issued press releases announcing (i) the results of its previously announced cash tender offers for any and all of its 71/8% Senior Subordinated Notes due 2016 (the “2016 Subordinated Notes”), the 2015 Senior Notes and the 2016 Senior Notes, along with the related consent solicitations to adopt certain amendments to the indentures governing such notes and (ii) the results of its previously announced consent solicitation to certain amendments to the indenture governing the 2019 Senior Notes.
As of 5:00 P.M., Eastern Time, on June 6, 2013 (the “Early Tender Deadline”), $310,452,000 aggregate principal amount of the 2016 Subordinated Notes were tendered (representing approximately 88.7% of the outstanding 2016 Subordinated Notes), $423,964,000 aggregate principal amount of the 2015 Senior Notes were tendered (representing approximately 96.8% of the outstanding 2015 Senior Notes) and $582,237,000 aggregate principal amount of the 2016 Senior Notes were tendered (representing approximately 98.6% of the outstanding 2016 Senior Notes).
However, the Company determined that the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated May 23, 2013 (the “Offer to Purchase and Consent Solicitation Statement”) have not been fully met. As a result, the Company has terminated its tender offer and related consent solicitation with respect to the 2016 Subordinated Notes.
The tender offers with respect to the 2015 Senior Notes and the 2016 Senior Notes will expire at 11:59 P.M., Eastern Time, on June 20, 2013, unless extended or earlier terminated by the Company (such time and date, as the same may be extended, the “Expiration Time”). Subject to the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement, the Company intends to accept for purchase all 2015 Senior Notes and all 2016 Senior Notes validly tendered and not withdrawn prior to the Early Tender Deadline and intends to accept for purchase all 2015 Senior Notes and all 2016 Senior Notes tendered after the Early Tender Deadline and prior to the Expiration Time.
On June 12, 2013, the Company also announced the receipt of the requisite consents to enter into the 2019 Senior Notes Supplemental Indenture.
The 2019 Senior Notes Supplemental Indenture will not become operative unless and until the Company accepts the requisite consents validly delivered and not validly revoked and pays the related fees on the payment date, which is expected to be on June 21, 2013, in accordance with the provisions of the Consent Solicitation Statement, dated May 23, 2013.
The information set forth above under Item 1.01 is incorporated in this Item 8.01 by reference. Copies of the press releases are attached hereto as Exhibit 99.3 and 99.4, respectively, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits


    


Exhibit Number
 
Description
4.1
Twenty-first Supplemental Indenture
4.2
Twenty-second Supplemental Indenture
4.3
Twenty-third Supplemental Indenture
99.1
Press release dated June 12, 2013, related to the pricing of 11.00% senior notes due 2021
99.2
Press release dated June 12, 2013, related to the pricing of second lien senior secured floating rate notes due 2019
99.3
Press release dated June 12, 2013, related to the tender offers and consent solicitations
99.4
Press release dated June 12, 2013, related to the consent solicitation



    


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/ John C. Regan
 
 
John C. Regan
 
 
Senior Vice President – Chief Financial Officer
and Chief Accounting Officer

Date: June 12, 2013


    


INDEX TO EXHIBITS
Exhibit Number
 
Description
4.1
Twenty-first Supplemental Indenture
4.2
Twenty-second Supplemental Indenture
4.3
Twenty-third Supplemental Indenture
99.1
Press release dated June 12, 2013, related to the pricing of 11.00% senior notes due 2021
99.2
Press release dated June 12, 2013, related to the pricing of second lien senior secured floating rate notes due 2019
99.3
Press release dated June 12, 2013, related to the tender offers and consent solicitations
99.4
Press release dated June 12, 2013, related to the consent solicitation




    
EX-4.1 2 kwk8-k20130612ex41.htm TWENTY-FIRST SUPPLEMENTAL INDENTURE KWK 8-K 2013.06.12 EX4.1

Exhibit 4.1

TWENTY-FIRST SUPPLEMENTAL INDENTURE
This TWENTY-FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 12, 2013, among Quicksilver Resources Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon Trust Company, N.A., as Trustee.
W I T N E S S E T H
WHEREAS, the Company and the Trustee entered into an Indenture, dated as of December 22, 2005, by and among the Company, the subsidiary guarantors party thereto and the Trustee (the “Original Indenture”), as supplemented by a Fifth Supplemental Indenture, dated as of June 27, 2008 (the “Fifth Supplemental Indenture”), a Sixth Supplemental Indenture, dated as of July 10, 2008, a Tenth Supplemental Indenture, dated as of December 23, 2011, a Fourteenth Supplemental Indenture, dated as of February 28, 2012, and an Eighteenth Supplemental Indenture, dated as of June 13, 2012 (the Original Indenture, as so supplemented, the “Indenture”), pursuant to which the Company has issued $438,000,000 of aggregate principal amount of 8 ¼% Senior Notes due 2015 (the “Notes”);
WHEREAS, Section 10.02 of the Original Indenture provides that, in certain circumstances, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture with the consent of the Holders of a majority in principal amount of the Notes outstanding (excluding any Notes owned by the Company or its affiliates);
WHEREAS, the Company distributed an Offer to Purchase and Consent Solicitation Statement (the “Statement”), dated May 23, 2013, and an accompanying Consent and Letter of Transmittal to the Holders of the Notes in connection with the offer to purchase for cash any and all of the outstanding Notes and the concurrent solicitation of such Holders’ consents to certain proposed amendments to the Indenture as further described in the Statement;
WHEREAS, pursuant to the Statement, the Holders of a majority in aggregate principal amount of the Notes outstanding (excluding any Notes owned by the Company or its affiliates) have consented to all of the amendments evidenced by this Supplemental Indenture in accordance with the provisions of the Indenture and evidence of such consents has been provided by the Company to the Trustee; and
WHEREAS, all acts and things prescribed by the Indenture, by law and by the certificate of incorporation and the bylaws (or comparable constituent documents) of the Company, the Subsidiary Guarantors and the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Company, the Subsidiary Guarantors and the Trustee, in accordance with its terms, have been duly done and performed;
NOW THEREFORE, to comply with the provisions of the Indenture, and in consideration of the foregoing, the Company, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1



ARTICLE 1
Section 1.01.    This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.
Section 1.02.    This Supplemental Indenture shall become effective immediately upon its execution and delivery by the Company, the Subsidiary Guarantors and the Trustee; provided that the amendments set forth in Article 2 will not become operative until the Notes with respect to which Consents (as defined in the Statement) have been delivered (and not revoked) are paid for on the Payment Date (as defined in the Statement) in accordance with the provisions of the Statement.
ARTICLE 2
Section 2.01.    Article III of the Fifth Supplemental Indenture is hereby amended as follows:
(a)    Section 3.02 of the Fifth Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
Section 3.02. [Intentionally omitted.]
(b)    Section 3.03 of the Fifth Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
Section 3.03. [Intentionally omitted.]
(c)    Section 3.04 of the Fifth Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
Section 3.04. [Intentionally omitted.]
(d)    Section 3.05 of the Fifth Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
Section 3.05. [Intentionally omitted.]
(e)    Section 3.06 of the Fifth Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
Section 3.06. [Intentionally omitted.]
(f)    Section 3.08 of the Fifth Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
Section 3.08. [Intentionally omitted.]

2



(g)    Section 3.09 of the Fifth Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
Section 3.09. [Intentionally omitted.]
(h)    Section 3.10 of the Fifth Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
Section 3.10. [Intentionally omitted.]
(i)    Section 3.11 of the Fifth Supplemental Indenture is hereby amended by deleting subsections (3), (4) and (5) of the first paragraph thereof.
(j)    Section 3.12 of the Fifth Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
Section 3.12. [Intentionally omitted.]
(k)    Section 3.13 of the Fifth Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
Section 3.13. [Intentionally omitted.]
(l)    Section 3.14 of the Fifth Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
Section 3.14. [Intentionally omitted.]
Section 2.02.    Article IV of the Fifth Supplemental Indenture is hereby hereby amended as follows:
(a)    Subsection (4) of Article IV of the Fifth Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
(4) [Intentionally omitted.]
(b)    Subsection (7) of Article IV of the Fifth Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
(7) [Intentionally omitted.]
(c)    Subsection (8) of Article IV of the Fifth Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
(8) [Intentionally omitted.]
(d)    Subsection (9) of Article IV of the Fifth Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:

3



(9) [Intentionally omitted.]; or
Section 2.03.    Section 5.04 of the Original Indenture as it applies to the Indenture and the Notes is hereby amended as follows:
(a)    Subsection (b) of Section 5.04 of the Original Indenture as it applies to the Indenture and the Notes is hereby deleted and amended to read in its entirety as set forth below:
(b) [Intentionally omitted.]
(b)    Subsection (c) of Section 5.04 of the Original Indenture as it applies to the Indenture and the Notes is hereby deleted and amended to read in its entirety as set forth below:
(c) [Intentionally omitted.]
(c)    Subsection (d) of Section 5.04 of the Original Indenture as it applies to the Indenture and the Notes is hereby deleted and amended to read in its entirety as set forth below:
(d) [Intentionally omitted.]
(d)    Subsection (e) of Section 5.04 of the Original Indenture as it applies to the Indenture and the Notes is hereby deleted and amended to read in its entirety as set forth below:
(e) [Intentionally omitted.]
(e)    Subsection (g) of Section 5.04 of the Original Indenture as it applies to the Indenture and the Notes is hereby deleted and amended to read in its entirety as set forth below:
(g) [Intentionally omitted.]
Section 2.04.    All definitions set forth in the Indenture that relate to defined terms used solely in sections or subsections deleted by this Supplemental Indenture are hereby deleted in their entirety with respect to the Notes only and all cross references set forth in the Indenture to sections or subsections deleted by this Supplemental Indenture are hereby deleted in their entirety with respect to the Notes only.

ARTICLE 3
Section 3.01.    Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms.
Section 3.02.    All capitalized terms used but not defined herein shall have the same respective meanings ascribed to them in the Indenture.
Section 3.03.    Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this

4



Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all of the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.
Section 3.04.    THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 3.05.    The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
Section 3.06.    The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Supplemental Indenture.
Section 3.07.    The recitals hereto are statements only of the Company and the Subsidiary Guarantors and shall not be considered statements of or attributable to the Trustee.
[Signature Pages Follow]



5



IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

QUICKSILVER RESOURCES INC.
By:
/s/ Glenn Darden
Name: Glenn Darden
Title: President and Chief Executive Officer

COWTOWN PIPELINE FUNDING, INC.
By:
/s/ Glenn Darden
Name: Glenn Darden
Title: President and Chief Executive Officer

COWTOWN PIPELINE MANAGEMENT, INC.
By:
/s/ Glenn Darden
Name: Glenn Darden
Title: President and Chief Executive Officer

COWTOWN PIPELINE L.P.
By:
COWTOWN PIPELINE MANAGEMENT, INC
its general partner


By:
/s/ Glenn Darden
Name: Glenn Darden
Title: President and Chief Executive Officer


[Signature Page to Twenty-first Supplemental Indenture]
6



COWTOWN GAS PROCESSING L.P.
By:
COWTOWN PIPELINE MANAGEMENT, INC
its general partner


By:
/s/ Glenn Darden
Name: Glenn Darden
Title: President and Chief Executive Officer

QPP PARENT LLC
By: QUICKSILVER RESOURCES INC.,
its sole member
By:
/s/ Glenn Darden
Name: Glenn Darden
Title: President and Chief Executive Officer

QPP HOLDINGS LLC
By: QPP PARENT LLC, one of its members,
By: Quicksilver Resources Inc.,
its sole member
By:
/s/ Glenn Darden
Name: Glenn Darden
Title: President and Chief Executive Officer

By: QUICKSILVER RESOURCES INC., one of its members,

By:
/s/ Glenn Darden
Name: Glenn Darden
Title: President and Chief Executive Officer
 


[Signature Page to Twenty-first Supplemental Indenture]
7



BARNETT SHALE OPERATING LLC
By: QUICKSILVER RESOURCES INC.,
its member
By:
/s/ Glenn Darden
Name: Glenn Darden
Title: President and Chief Executive Officer

SILVER STREAM PIPELINE COMPANY LLC
By: QUICKSILVER RESOURCES INC.,
its member
By:
/s/ Glenn Darden
Name: Glenn Darden
Title: President and Chief Executive Officer

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
By:
/s/ Julie Hoffman-Ramos
Name: Julie Hoffman-Ramos
Title: Vice President



[Signature Page to Twenty-first Supplemental Indenture]
8

EX-4.2 3 kwk8-k20130612ex42.htm TWENTY-SECOND SUPPLEMENTAL INDENTURE KWK 8-K 2013.06.12 EX4.2

Exhibit 4.2

TWENTY-SECOND SUPPLEMENTAL INDENTURE
This TWENTY-SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 12, 2013, among Quicksilver Resources Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon Trust Company, N.A., as Trustee.
W I T N E S S E T H
WHEREAS, the Company and the Trustee entered into an Indenture, dated as of December 22, 2005, by and among the Company, the subsidiary guarantors party thereto and the Trustee (the “Original Indenture”), as supplemented by a Seventh Supplemental Indenture, dated as of June 25, 2009 (the “Seventh Supplemental Indenture”), an Eleventh Supplemental Indenture, dated as of December 23, 2011, a Fifteenth Supplemental Indenture, dated February 28, 2012, and a Nineteenth Supplemental Indenture, dated as of June 13, 2012 (the Original Indenture, as so supplemented, the “Indenture”), pursuant to which the Company has issued $590,620,000 of aggregate principal amount of 11 ¾% Senior Notes due 2016 (the “Notes”);
WHEREAS, Section 10.02 of the Original Indenture provides that, in certain circumstances, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture with the consent of the Holders of a majority in principal amount of the Notes outstanding (excluding any Notes owned by the Company or its affiliates);
WHEREAS, the Company distributed an Offer to Purchase and Consent Solicitation Statement (the “Statement”), dated May 23, 2013, and an accompanying Consent and Letter of Transmittal to the Holders of the Notes in connection with the offer to purchase for cash any and all of the outstanding Notes and the concurrent solicitation of such Holders’ consents to certain proposed amendments to the Indenture as further described in the Statement;
WHEREAS, pursuant to the Statement, the Holders of a majority in aggregate principal amount of the Notes outstanding (excluding any Notes owned by the Company or its affiliates) have consented to all of the amendments evidenced by this Supplemental Indenture in accordance with the provisions of the Indenture and evidence of such consents has been provided by the Company to the Trustee; and
WHEREAS, all acts and things prescribed by the Indenture, by law and by the certificate of incorporation and the bylaws (or comparable constituent documents) of the Company, the Subsidiary Guarantors and the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Company, the Subsidiary Guarantors and the Trustee, in accordance with its terms, have been duly done and performed;
NOW THEREFORE, to comply with the provisions of the Indenture, and in consideration of the foregoing, the Company, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1



ARTICLE 1
Section 1.01.    This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.
Section 1.02.    This Supplemental Indenture shall become effective immediately upon its execution and delivery by the Company, the Subsidiary Guarantors and the Trustee; provided that the amendments set forth in Article 2 will not become operative until the Notes with respect to which Consents (as defined in the Statement) have been delivered (and not revoked) are paid for on the Payment Date (as defined in the Statement) in accordance with the provisions of the Statement.
ARTICLE 2
Section 2.01.    Section 1.07 of the Seventh Supplemental Indenture is hereby amended as follows:

(a)    Section 1.07(d)(ii) of the Seventh Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
 
(ii) [Intentionally omitted.]

(b)    Section 1.07(d)(iii) of the Seventh Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
 
(iii) [Intentionally omitted.]

(c)    Section 1.07(d)(iv) of the Seventh Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
 
(iv) [Intentionally omitted.]

(d)    Section 1.07(d)(v) of the Seventh Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
 
(v) [Intentionally omitted.]
 
(e)    Section 1.07(d)(vii) of the Seventh Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
   
(vii) [Intentionally omitted.]



2



Section 2.02.    Article III of the Seventh Supplemental Indenture is hereby amended as follows:
(a)    Section 3.02 of the Seventh Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
Section 3.02. [Intentionally omitted.]
(b)    Section 3.03 of the Seventh Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
Section 3.03. [Intentionally omitted.]
(c)    Section 3.04 of the Seventh Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
Section 3.04. [Intentionally omitted.]
(d)    Section 3.05 of the Seventh Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
Section 3.05. [Intentionally omitted.]
(e)    Section 3.06 of the Seventh Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
Section 3.06. [Intentionally omitted.]
(f)    Section 3.08 of the Seventh Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
Section 3.08. [Intentionally omitted.]
(g)    Section 3.09 of the Seventh Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
Section 3.09. [Intentionally omitted.]
(h)    Section 3.10 of the Seventh Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
Section 3.10. [Intentionally omitted.]
(i)    Section 3.11 of the Seventh Supplemental Indenture is hereby amended by deleting subsections (3), (4) and (5) of the first paragraph thereof.
(j)    Section 3.12 of the Seventh Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:

3



Section 3.12. [Intentionally omitted.]
(k)    Section 3.13 of the Seventh Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
Section 3.13. [Intentionally omitted.]
(l)    Section 3.14 of the Seventh Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
Section 3.14. [Intentionally omitted.]
Section 2.03.    Article IV of the Seventh Supplemental Indenture is hereby amended as follows:
(a)    Subsection (4) of Article IV of the Seventh Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
(4) [Intentionally omitted.]
(b)    Subsection (7) of Article IV of the Seventh Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
(7) [Intentionally omitted.]
(c)    Subsection (8) of Article IV of the Seventh Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
(8) [Intentionally omitted.]
(d)    Subsection (9) of Article IV of the Seventh Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
(9) [Intentionally omitted.]; or
Section 2.04.    All definitions set forth in the Indenture that relate to defined terms used solely in sections or subsections deleted by this Supplemental Indenture are hereby deleted in their entirety with respect to the Notes only and all cross references set forth in the Indenture to sections or subsections deleted by this Supplemental Indenture are hereby deleted in their entirety with respect to the Notes only.
ARTICLE 3
Section 3.01.    Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms.

4



Section 3.02.    All capitalized terms used but not defined herein shall have the same respective meanings ascribed to them in the Indenture.
Section 3.03.    Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all of the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.
Section 3.04.    THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 3.05.    The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
Section 3.06.    The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Supplemental Indenture.
Section 3.07.    The recitals hereto are statements only of the Company and the Subsidiary Guarantors and shall not be considered statements of or attributable to the Trustee.
[Signature Pages Follow]



5



IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

QUICKSILVER RESOURCES INC.
By:
/s/ Glenn Darden
Name: Glenn Darden
Title: President and Chief Executive Officer

COWTOWN PIPELINE FUNDING, INC.
By:
/s/ Glenn Darden
Name: Glenn Darden
Title: President and Chief Executive Officer

COWTOWN PIPELINE MANAGEMENT, INC.
By:
/s/ Glenn Darden
Name: Glenn Darden
Title: President and Chief Executive Officer

COWTOWN PIPELINE L.P.
By:
COWTOWN PIPELINE MANAGEMENT, INC
its general partner


By:
/s/ Glenn Darden
Name: Glenn Darden
Title: President and Chief Executive Officer


[Signature Page to Twenty-second Supplemental Indenture]
6



COWTOWN GAS PROCESSING L.P.
By:
COWTOWN PIPELINE MANAGEMENT, INC
its general partner


By:
/s/ Glenn Darden
Name: Glenn Darden
Title: President and Chief Executive Officer

QPP PARENT LLC
By: QUICKSILVER RESOURCES INC.,
its sole member
By:
/s/ Glenn Darden
Name: Glenn Darden
Title: President and Chief Executive Officer

QPP HOLDINGS LLC
By: QPP PARENT LLC, one of its members,
By: Quicksilver Resources Inc.,
its sole member
By:
/s/ Glenn Darden
Name: Glenn Darden
Title: President and Chief Executive Officer

By: QUICKSILVER RESOURCES INC., one of its members,

By:
/s/ Glenn Darden
Name: Glenn Darden
Title: President and Chief Executive Officer
 


[Signature Page to Twenty-second Supplemental Indenture]
7



BARNETT SHALE OPERATING LLC
By: QUICKSILVER RESOURCES INC.,
its member
By:
/s/ Glenn Darden
Name: Glenn Darden
Title: President and Chief Executive Officer

SILVER STREAM PIPELINE COMPANY LLC
By: QUICKSILVER RESOURCES INC.,
its member
By:
/s/ Glenn Darden
Name: Glenn Darden
Title: President and Chief Executive Officer

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
By:
/s/ Julie Hoffman-Ramos
Name: Julie Hoffman-Ramos
Title: Vice President



[Signature Page to Twenty-second Supplemental Indenture]
8

EX-4.3 4 kwk8-k20130612ex43.htm TWENTY-THIRD SUPPLEMENTAL INDENTURE KWK 8-K 2013.06.12 EX4.3

Exhibit 4.3

TWENTY-THIRD SUPPLEMENTAL INDENTURE
This TWENTY-THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 12, 2013, among Quicksilver Resources Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon Trust Company, N.A., as Trustee.
W I T N E S S E T H
WHEREAS, the Company and the Trustee entered into an Indenture dated as of December 22, 2005 (the “Original Indenture), among Quicksilver Resources Inc., as issuer, the subsidiary guarantors party thereto and the Trustee (as defined herein), as supplemented by an Eighth Supplemental Indenture dated as of August 14, 2009 (the “Eighth Supplemental Indenture”), a Twelfth Supplemental Indenture dated as of December 23, 2011, a Sixteenth Supplemental Indenture, dated as of February 28, 2012 and a Twentieth Supplemental Indenture dated as of June 13, 2012 (the Original Indenture, as so supplemented, the “Indenture”), pursuant to which the Company has issued $298,000,000 of aggregate principal amount of 9 1/8% Senior Notes due 2019 (the “Notes”);
WHEREAS, Section 10.02 of the Original Indenture provides that, in certain circumstances, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture with the consent of the Holders of a majority in principal amount of the Notes outstanding (excluding any Notes owned by the Company or its affiliates) (the “Requisite Consents”);
WHEREAS, the Company distributed a Consent Solicitation Statement (the “Statement”), dated May 23, 2013, seeking consents to certain proposed amendments to the Indenture as further described in the Statement;
WHEREAS, pursuant to the Statement, the Holders of a majority in aggregate principal amount of the Notes outstanding (excluding any Notes owned by the Company or its affiliates) have consented to all of the amendments evidenced by this Supplemental Indenture in accordance with the provisions of the Indenture and evidence of such consents has been provided by the Company to the Trustee; and
WHEREAS, all acts and things prescribed by the Indenture, by law and by the certificate of incorporation and the bylaws (or comparable constituent documents) of the Company, the Subsidiary Guarantors and the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Company, the Subsidiary Guarantors and the Trustee, in accordance with its terms, have been duly done and performed;
NOW THEREFORE, to comply with the provisions of the Indenture, and in consideration of the foregoing, the Company, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
ARTICLE 1

1



Section 1.01.    This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.
Section 1.02.    This Supplemental Indenture shall become effective immediately upon its execution and delivery by the Company, the Subsidiary Guarantors and the Trustee; provided that the amendments set forth in Article 2 will not become operative unless and until the Company accepts the Requisite Consents validly delivered and not validly revoked and pays the Consent Fee (as defined in the Statement) on the Payment Date (as defined in the Statement) with respect to the related Notes.
ARTICLE 2
Section 2.01.    Clause (4) of the second paragraph of Section 3.02 of the Eighth Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
(4) Indebtedness represented by (a) the Notes issued on the Issue Date and the Subsidiary Guarantees, (b) any Indebtedness (other than the Indebtedness described in clauses (1), (2), (3), (6), (8), (9) and (10) of this paragraph) outstanding on the Issue Date and (c) any Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause (4) or clause (5) of this paragraph or Incurred pursuant to the first paragraph of this Section 3.02; provided that if the 2015 Senior Notes or the 2016 Senior Notes are refinanced, in whole or in part, with Indebtedness in the form of debt securities not secured by Liens, notwithstanding anything to the contrary herein, such debt securities will have a Stated Maturity at least 91 days later than the Stated Maturity of the Notes.
Section 2.02.    The third paragraph of Section 3.02 of the Eighth Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
The Company may not Incur any Indebtedness under the preceding paragraph if the proceeds thereof are used, directly or indirectly, to refinance any Subordinated Obligations of the Company unless such Indebtedness will be subordinated to the Notes to at least the same extent as such Subordinated Obligations. No Subsidiary Guarantor may Incur any Indebtedness under the preceding paragraph if the proceeds thereof are used, directly or indirectly, to refinance any Guarantor Subordinated Obligations of such Subsidiary Guarantor unless such Indebtedness will be subordinated to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee to at least the same extent as such Guarantor Subordinated Obligations. Notwithstanding the foregoing, the subordination requirements of this paragraph shall not apply to any Indebtedness Incurred by the Company or any Subsidiary Guarantor under the preceding paragraph if the net proceeds thereof are used, directly or indirectly, to refinance the 2016 Senior Subordinated Notes; provided that if the 2016

2



Senior Subordinated Notes are refinanced, in whole or in part, with Indebtedness in the form of debt securities not secured by Liens, such debt securities will have a Stated Maturity at least 91 days later than the Stated Maturity of the Notes.

Section 2.03.    Section 3.03 of the Eighth Supplemental Indenture is hereby amended to add a new subsection (13) to the second paragraph thereof as follows:
(13) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of the 2016 Senior Subordinated Notes made in exchange for, or out of the net proceeds of the issuance or sale of, Indebtedness that is permitted to be Incurred under Section 3.02 of this Eighth Supplemental Indenture; provided that such purchase, repurchase, redemption, defeasance, acquisition or retirement will be excluded in subsequent calculations of the amount of Restricted Payments.

Section 2.04.    The definition of “Credit Facility” in Section 1.02 of the Eighth Supplemental Indenture is hereby deleted and amended to read in its entirety as set forth below:
“Credit Facility” means, with respect to the Company or any Subsidiary Guarantor, one or more (a) credit facilities (including, without limitation, the Senior Secured Credit Agreement) or commercial paper facilities with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, (b) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances) or (c) instruments or agreements evidencing any other Indebtedness, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time (including successive amendments, restatements, modifications, renewals, refunds, replacements or refinancings and whether or not with the original administrative agent and lenders or borrowers or issuers or another administrative agent or agents or other lenders or borrowers or issuers and whether provided under the original Senior Secured Credit Agreement or any other credit or other agreement or indenture).
ARTICLE 3
Section 3.01.    Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms.

3



Section 3.02.    All capitalized terms used but not defined herein shall have the same respective meanings ascribed to them in the Indenture.
Section 3.03.    Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all of the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.
Section 3.04.    THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 3.05.    The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
Section 3.06.    The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Supplemental Indenture.
Section 3.07.    The recitals hereto are statements only of the Company and the Subsidiary Guarantors and shall not be considered statements of or attributable to the Trustee.
[Signature Pages Follow]



4



IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

QUICKSILVER RESOURCES INC.
By:
/s/ Glenn Darden
Name: Glenn Darden
Title: President and Chief Executive Officer

COWTOWN PIPELINE FUNDING, INC.
By:
/s/ Glenn Darden
Name: Glenn Darden
Title: President and Chief Executive Officer

COWTOWN PIPELINE MANAGEMENT, INC.
By:
/s/ Glenn Darden
Name: Glenn Darden
Title: President and Chief Executive Officer

COWTOWN PIPELINE L.P.
By:
COWTOWN PIPELINE MANAGEMENT, INC
its general partner


By:
/s/ Glenn Darden
Name: Glenn Darden
Title: President and Chief Executive Officer


[Signature Page to Twenty-third Supplemental Indenture]
5



COWTOWN GAS PROCESSING L.P.
By:
COWTOWN PIPELINE MANAGEMENT, INC
its general partner


By:
/s/ Glenn Darden
Name: Glenn Darden
Title: President and Chief Executive Officer

QPP PARENT LLC
By: QUICKSILVER RESOURCES INC.,
its sole member
By:
/s/ Glenn Darden
Name: Glenn Darden
Title: President and Chief Executive Officer

QPP HOLDINGS LLC
By: QPP PARENT LLC, one of its members,
By: Quicksilver Resources Inc.,
its sole member
By:
/s/ Glenn Darden
Name: Glenn Darden
Title: President and Chief Executive Officer

By: QUICKSILVER RESOURCES INC., one of its members,

By:
/s/ Glenn Darden
Name: Glenn Darden
Title: President and Chief Executive Officer
 


[Signature Page to Twenty-third Supplemental Indenture]
6



BARNETT SHALE OPERATING LLC
By: QUICKSILVER RESOURCES INC.,
its member
By:
/s/ Glenn Darden
Name: Glenn Darden
Title: President and Chief Executive Officer

SILVER STREAM PIPELINE COMPANY LLC
By: QUICKSILVER RESOURCES INC.,
its member
By:
/s/ Glenn Darden
Name: Glenn Darden
Title: President and Chief Executive Officer

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
By:
/s/ Julie Hoffman-Ramos
Name: Julie Hoffman-Ramos
Title: Vice President




[Signature Page to Twenty-third Supplemental Indenture]
7

EX-99.1 5 kwk8-k20130612ex991.htm PRESS RELEASE RELATED TO THE PRICING OF 11.00% SENIOR NOTES DUE 2021 KWK 8-K 2013.06.12 EX99.1

Exhibit 99.1

QUICKSILVER ANNOUNCES PRICING OF SENIOR NOTES OFFERING

FORT WORTH, TEXAS (June 12, 2013) – Quicksilver Resources Inc. (“Quicksilver”) (NYSE: KWK) announced today that it priced its previously announced private offering of senior notes due 2021 (the “notes”) in an aggregate principal amount of $325 million. The notes will bear an interest rate of 11.00% per annum. The notes will be issued at 94.928% of their face value and will mature on July 1, 2021.
Quicksilver intends to use the net proceeds from the offering, the net proceeds from the expected $625 million senior secured second priority term loan facility maturing in 2019, the net proceeds from the expected private offering of $200 million aggregate principal amount of second lien senior secured floating rate notes due 2019 and cash on hand, to (i) repurchase any and all of its outstanding 81/4% Senior Notes due 2015 (the “2015 Senior Notes”) and its outstanding 113/4% Senior Notes due 2016 (the “2016 Senior Notes”) validly tendered in previously announced tender offers and related consent solicitations (the “Tender Offers”), (ii) pay any fees and expenses for the Tender Offers and for a previously announced consent solicitation with respect to its 91/8% Senior Notes due 2019 (the “2019 Senior Notes”), including any applicable consent solicitation fees, tender premiums and accrued interest on the 2015 Senior Notes, the 2016 Senior Notes and the 2019 Senior Notes, and (iii) in its discretion, repurchase, redeem or discharge the 2015 Senior Notes or the 2016 Senior Notes, if any, that remain outstanding after the completion of the Tender Offers.
The notes have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act of 1933, as amended. This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
About Quicksilver Resources
Fort Worth, Texas-based Quicksilver is an independent oil and gas company engaged in the exploration, development and acquisition of oil and gas, primarily from unconventional reservoirs including gas from shales and coal beds in North America. Quicksilver's Canadian subsidiary, Quicksilver Resources Canada Inc., is headquartered in Calgary, Alberta.
Forward-looking Statements
Certain statements contained in this press release and other materials we file with the SEC, or in other written or oral statements made or to be made by us, other than statements of historical fact, are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements give our current


    


expectations or forecasts of future events. Words such as “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” or “continue,” and similar expressions are used to identify forward-looking statements. They can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. Actual results may vary materially. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include: changes in general economic conditions; fluctuations in natural gas, NGL and oil prices; failure or delays in achieving expected production from exploration and development projects; uncertainties inherent in estimates of natural gas, NGL and oil reserves and predicting natural gas, NGL and oil reservoir performance; effects of hedging natural gas, NGL and oil prices; fluctuations in the value of certain of our assets and liabilities; competitive conditions in our industry; actions taken or non-performance by third parties, including suppliers, contractors, operators, processors, transporters, customers and counterparties; changes in the availability and cost of capital; delays in obtaining oilfield equipment and increases in drilling and other service costs; delays in construction of transportation pipelines and gathering, processing and treating facilities; operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond our control; the effects of existing and future laws and governmental regulations, including environmental and climate change requirements; failure or delay in completing strategic transactions; the effects of existing or future litigation; failure to complete the transactions described in this press release; and additional factors described elsewhere in this press release.
This list of factors is not exhaustive, and new factors may emerge or changes to these factors may occur that would impact our business. Additional information regarding these and other factors may be contained in our filings with the SEC, especially on Forms 10-K, 10-Q and 8-K. All such risk factors are difficult to predict, and are subject to material uncertainties that may affect actual results and may be beyond our control. The forward-looking statements included in this press release are made only as of the date of this press release, and we undertake no obligation to update any of these forward-looking statements to reflect subsequent events or circumstances except to the extent required by applicable law.
All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements.
# # #
Investor & Media Contact:
David Erdman
(817) 665-4023


2
    
EX-99.2 6 kwk8-k20130612ex992.htm PRESS RELEASE RELATED TO THE PRICING OF 2ND LIEN SR SECURED FLOATING RATE NOTES KWK 8-K 2013.06.12 EX99.2

Exhibit 99.2

QUICKSILVER ANNOUNCES PRICING OF SECOND LIEN SENIOR SECURED FLOATING RATE NOTES OFFERING

FORT WORTH, TEXAS (June 12, 2013) – Quicksilver Resources Inc. (“Quicksilver”) (NYSE: KWK) announced today that it priced its previously announced private offering of second lien senior secured floating rate notes due 2019 (the “notes”) in an aggregate principal amount of $200 million. The notes will bear interest at a floating rate equal to 3-month LIBOR plus an applicable margin of 5.75% per annum. The notes will be issued at 97.000% of their face value and will mature the earlier of (i) June 21, 2019 or (ii) any date on which the notes will be required to be redeemed in full pursuant to the terms of the indenture governing the notes.
Quicksilver intends to use the net proceeds from the offering, the net proceeds from the expected $625 million senior secured second priority term loan facility maturing in 2019, the net proceeds from the expected private offering of $325 million aggregate principal amount of senior notes due 2021 and cash on hand, to (i) repurchase any and all of its outstanding 81/4% Senior Notes due 2015 (the “2015 Senior Notes”) and its outstanding 113/4% Senior Notes due 2016 (the “2016 Senior Notes”) validly tendered in previously announced tender offers and related consent solicitations (the “Tender Offer”), (ii) pay any fees and expenses for the Tender Offers and for a previously announced consent solicitation with respect to its 91/8% Senior Notes due 2019 (the “2019 Senior Notes”) (the “Consent Solicitation”), including any applicable consent solicitation fees, tender premiums and accrued interest on the 2015 Senior Notes, the 2016 Senior Notes and the 2019 Senior Notes, and (iii) in its discretion, repurchase, redeem or discharge the 2015 Senior Notes or the 2016 Senior Notes, if any, that remain outstanding after the completion of the Tender Offers.
The notes have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act of 1933, as amended. This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
About Quicksilver Resources
Fort Worth, Texas-based Quicksilver is an independent oil and gas company engaged in the exploration, development and acquisition of oil and gas, primarily from unconventional reservoirs including gas from shales and coal beds in North America. Quicksilver's Canadian subsidiary, Quicksilver Resources Canada Inc., is headquartered in Calgary, Alberta.


    



Forward-looking Statements
Certain statements contained in this press release and other materials we file with the SEC, or in other written or oral statements made or to be made by us, other than statements of historical fact, are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements give our current expectations or forecasts of future events. Words such as “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” or “continue,” and similar expressions are used to identify forward-looking statements. They can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. Actual results may vary materially. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include: changes in general economic conditions; fluctuations in natural gas, NGL and oil prices; failure or delays in achieving expected production from exploration and development projects; uncertainties inherent in estimates of natural gas, NGL and oil reserves and predicting natural gas, NGL and oil reservoir performance; effects of hedging natural gas, NGL and oil prices; fluctuations in the value of certain of our assets and liabilities; competitive conditions in our industry; actions taken or non-performance by third parties, including suppliers, contractors, operators, processors, transporters, customers and counterparties; changes in the availability and cost of capital; delays in obtaining oilfield equipment and increases in drilling and other service costs; delays in construction of transportation pipelines and gathering, processing and treating facilities; operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond our control; the effects of existing and future laws and governmental regulations, including environmental and climate change requirements; failure or delay in completing strategic transactions; the effects of existing or future litigation; failure to complete the transactions described in this press release; and additional factors described elsewhere in this press release.
This list of factors is not exhaustive, and new factors may emerge or changes to these factors may occur that would impact our business. Additional information regarding these and other factors may be contained in our filings with the SEC, especially on Forms 10-K, 10-Q and 8-K. All such risk factors are difficult to predict, and are subject to material uncertainties that may affect actual results and may be beyond our control. The forward-looking statements included in this press release are made only as of the date of this press release, and we undertake no obligation to update any of these forward-looking statements to reflect subsequent events or circumstances except to the extent required by applicable law.
All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements.

2
    



# # #

Investor & Media Contact:
David Erdman
(817) 665-4023


3
    
EX-99.3 7 kwk8-k20130612ex993.htm PRESS RELEASE RELATED TO THE TENDER OFFERS AND CONSENT SOLICITATIONS KWK 8-K 2013.06.12 EX99.3

Exhibit 99.3

QUICKSILVER ANNOUNCES RESULTS OF
TENDER OFFERS AND CONSENT SOLICITATION RELATING TO ITS
71/8% SENIOR SUBORDINATED NOTES DUE 2016,
113/4% SENIOR NOTES DUE 2016 AND
81/4% SENIOR NOTES DUE 2015

FORT WORTH, TEXAS (June 12, 2013) – Quicksilver Resources Inc. (“Quicksilver”) (NYSE: KWK) announced today that $310,452,000 of the principal amount of its outstanding 71/8% Senior Subordinated Notes due 2016 (the “2016 Subordinated Notes”), $582,237,000 of the principal amount of its outstanding 113/4% Senior Notes due 2016 (the “2016 Senior Notes”) and $423,964,000 of the principal amount of its outstanding 81/4% Senior Notes due 2015 (the “2015 Senior Notes,” collectively with the 2016 Subordinated Notes and 2016 Senior Notes, the “Notes”) were validly tendered pursuant to its previously announced Tender Offers and Consent Solicitations (each as defined below).
As previously announced, on May 23, 2013, Quicksilver commenced tender offers to purchase for cash any and all of its outstanding $350,000,000 aggregate principal amount of 2016 Subordinated Notes, any and all of its outstanding $590,620,000 aggregate principal amount of 2016 Senior Notes and any and all of its outstanding $438,000,000 aggregate principal amount of 2015 Senior Notes (collectively, the “Tender Offers”). In connection with the Tender Offers, Quicksilver also solicited the consents of the holders of the 2016 Subordinated Notes, the 2016 Senior Notes and the 2015 Senior Notes to adopt certain amendments to the indentures governing the Notes (the “Consent Solicitations”) described in more detail in the Offer to Purchase and Consent Solicitation Statement (defined below).
The early tender deadline relating to the Tender Offers and the Consent Solicitations occurred at 5:00 P.M., Eastern Time, on Thursday, June 6, 2013 (the “Early Tender Deadline”). Notes previously tendered and Notes that are tendered after the Early Tender Deadline may not be withdrawn or revoked, except as required by law. As of the Early Tender Deadline, Quicksilver has been advised by D.F. King & Co., Inc., as tender agent and information agent for the Tender Offers and Consent Solicitations, that the notes were validly tendered and not withdrawn and consents were delivered and not revoked, with respect to (i) $310,452,000 of the outstanding $350,000,000 aggregate principal amount of 2016 Subordinated Notes (representing approximately 88.7% of the outstanding 2016 Subordinated Notes), (ii) $582,237,000 of the outstanding $590,620,000 aggregate principal amount of 2016 Senior Notes (representing approximately 98.6% of the outstanding 2016 Senior Notes) and (iii) $423,964,000 of the outstanding $438,000,000 aggregate principal amount of 2015 Senior Notes (representing approximately 96.8% of the outstanding 2015 Senior Notes).


    



The Tender Offers and Consent Solicitations are subject to the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated May 23, 2013, relating thereto (the “Offer to Purchase and Consent Solicitation Statement”). In particular, the Tender Offers are subject to the satisfaction or waiver of certain conditions, including a financing condition, a consent condition and general conditions. If any conditions to the Tender Offers are not satisfied, Quicksilver is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes and may even terminate the Tender Offers with respect to any or all series of Notes.
Quicksilver has determined that the financing condition for the Tender Offer and related Consent Solicitation with respect to the 2016 Subordinated Notes will not be fully met. As a result, Quicksilver has terminated its Tender Offer and Consent Solicitation with respect to the 2016 Subordinated Notes. All 2016 Subordinated Notes tendered in the Tender Offer with respect thereto will be returned promptly to the respective holders thereof without any action required on the part of the holders. No consideration will be paid in the Tender Offer and Consent Solicitation with respect to the 2016 Subordinated Notes. This press release confirms the formal termination of the Tender Offer and Consent Solicitations with respect to the 2016 Subordinated Notes. Quicksilver reserves the right to make a new tender offer at a later date, but is under no obligation to do so.
The Tender Offers and Consent Solicitations with respect to the 2016 Senior Notes and the 2015 Senior Notes are scheduled to expire at 11:59 P.M. Eastern Time, on Thursday, June 20, 2013, unless extended or earlier terminated by Quicksilver (such time and date, as the same may be extended, the “Expiration Time”). Subject to the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement, Quicksilver intends to accept for purchase all 2016 Senior Notes and all 2015 Senior Notes validly tendered and not withdrawn prior to the Early Tender Deadline and intends to accept for purchase all 2016 Senior Notes and all 2015 Senior Notes tendered after the Early Tender Deadline and prior to the Expiration Time.
As a result of receiving the requisite consents to adopt certain amendments to the indentures governing the 2016 Senior Notes and 2015 Senior Notes, on June 12, 2013, the Company, certain subsidiary guarantors and The Bank of New York Mellon Trust Company N.A., as trustee (the “Trustee”) under the indentures governing the 2016 Senior Notes and 2015 Senior Notes (the “Base Indentures”), entered into supplemental indentures (the “Supplemental Indentures”), to the Base Indentures. The Supplemental Indentures eliminate or modify certain restrictive covenants and other provisions contained in the Base Indentures. The Supplemental Indentures became effective immediately upon execution but will not become operative until the 2016 Senior Notes and 2015 Senior Notes with respect to which consents have been delivered are accepted for purchase and paid for promptly following the Expiration Time in accordance with the provisions of the Offer to Purchase and Consent Solicitation Statement.

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Quicksilver has retained Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. to act as the dealer managers (the “Dealer Managers”) for the Tender Offers and Consent Solicitations. Questions regarding the Tender Offer and Consent Solicitations should be directed to Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll-free), Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or Deutsche Bank Securities Inc. at (855) 287-1922 (toll-free). Requests for documentation should be directed to D.F. King & Co., Inc., as the tender agent and information agent, at (800) 488-8035 (toll-free).
None of the representatives or employees of Quicksilver, any of its subsidiaries or affiliates, the Dealer Managers, the information agent or The Bank of New York Mellon Trust Company, N.A., as trustee under the indenture governing the Notes (the “Indenture”), make any recommendations as to whether or not holders of the 2016 Senior Notes and the 2015 Senior Notes should tender their Notes pursuant to the Tender Offers with respect thereto or issue their consents pursuant to the related Consent Solicitations, and no one has been authorized by any of them to make such recommendations.
This press release does not constitute a solicitation of consents of holders of the 2016 Senior Notes and the 2015 Senior Notes and shall not be deemed a solicitation of consents with respect to any other securities of Quicksilver. The Tender Offers and Consent Solicitations with respect to the 2016 Senior Notes and the 2015 Senior Notes are being made solely by the Offer to Purchase and Consent Solicitation and the accompanying consent form. All statements herein regarding the terms of Tender Offers and Consent Solicitations, the proposed amendments, any supplemental indenture and the Indenture are qualified in their entirety by reference to the text of the Offer to Purchase and Consent Solicitation Statement and the accompanying consent form, the supplemental indenture and the Indenture. The completion of the Tender Offers and the Consent Solicitations with respect to the 2016 Senior Notes and the 2015 Senior Notes and the execution of any supplemental indentures is subject to a number of conditions.
About Quicksilver Resources
Fort Worth, Texas-based Quicksilver is an independent oil and gas company engaged in the exploration, development and acquisition of oil and gas, primarily from unconventional reservoirs including gas from shales and coal beds in North America. Quicksilver's Canadian subsidiary, Quicksilver Resources Canada Inc., is headquartered in Calgary, Alberta.
Forward-looking Statements
Certain statements contained in this press release and other materials we file with the SEC, or in other written or oral statements made or to be made by us, other than statements of historical fact, are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements give our current expectations or forecasts of future events. Words such as “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” or “continue,” and similar expressions are

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used to identify forward-looking statements. They can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. Actual results may vary materially. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include: changes in general economic conditions; fluctuations in natural gas, NGL and oil prices; failure or delays in achieving expected production from exploration and development projects; uncertainties inherent in estimates of natural gas, NGL and oil reserves and predicting natural gas, NGL and oil reservoir performance; effects of hedging natural gas, NGL and oil prices; fluctuations in the value of certain of our assets and liabilities; competitive conditions in our industry; actions taken or non-performance by third parties, including suppliers, contractors, operators, processors, transporters, customers and counterparties; changes in the availability and cost of capital; delays in obtaining oilfield equipment and increases in drilling and other service costs; delays in construction of transportation pipelines and gathering, processing and treating facilities; operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond our control; the effects of existing and future laws and governmental regulations, including environmental and climate change requirements; failure or delay in completing strategic transactions; the effects of existing or future litigation; failure to complete the transactions described in this press release; and additional factors described elsewhere in this press release.
This list of factors is not exhaustive, and new factors may emerge or changes to these factors may occur that would impact our business. Additional information regarding these and other factors may be contained in our filings with the SEC, especially on Forms 10-K, 10-Q and 8-K. All such risk factors are difficult to predict, and are subject to material uncertainties that may affect actual results and may be beyond our control. The forward-looking statements included in this press release are made only as of the date of this press release, and we undertake no obligation to update any of these forward-looking statements to reflect subsequent events or circumstances except to the extent required by applicable law.
All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements.
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Investor & Media Contact:
David Erdman
(817) 665-4023


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EX-99.4 8 kwk8-k20130612ex994.htm PRESS RELEASE RELATED TO THE CONSENT SOLICITATION KWK 8-K 2013.06.12 EX99.4

Exhibit 99.4

QUICKSILVER ANNOUNCES SUCCESSFUL COMPLETION OF ITS CONSENT SOLICITATION WITH RESPECT TO ITS 91/8% SENIOR NOTES DUE 2019

FORT WORTH, TEXAS (June 12, 2013) – Quicksilver Resources Inc. (“Quicksilver”) (NYSE: KWK) announced today that it has received the consents necessary to effect certain amendments (the “Amendments”) to the indenture (as supplemented, the “Indenture”) governing its 91/8% Senior Notes due 2019 (the “2019 Senior Notes”). The consents to the Amendments are upon the terms and subject to the conditions set forth in a Consent Solicitation Statement (as it may be amended or supplemented from time to time, the “Consent Solicitation Statement”) dated as of May 23, 2013.
The Amendments are effected by a supplemental indenture to the Indenture (the “Supplemental Indenture”) that is described in more detail in the Consent Solicitation Statement.
Quicksilver received the consents of holders of a majority of the aggregate principal amount of the Notes prior to the expiration time of 5:00 P.M., Eastern Time, on June 6, 2013. Quicksilver will make a cash payment of $40.00 for each $1,000 in aggregate principal amount of 2019 Senior Notes for which a consent was validly delivered in accordance with the terms and conditions of the Consent Solicitation Statement. The Company entered into the Supplemental Indenture on June 12, 2013, but the Supplemental Indenture will not become operative until the consents have been paid for. Quicksilver will make the payments for the consents on June 21, 2013.
This press release is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any 2019 Senior Notes or any other securities. This announcement is also not a solicitation of consents with respect to the Amendments or any securities.
About Quicksilver Resources
Fort Worth, Texas-based Quicksilver is an independent oil and gas company engaged in the exploration, development and acquisition of oil and gas, primarily from unconventional reservoirs including gas from shales and coal beds in North America. Quicksilver's Canadian subsidiary, Quicksilver Resources Canada Inc., is headquartered in Calgary, Alberta.
Forward-looking Statements
Certain statements contained in this press release and other materials we file with the SEC, or in other written or oral statements made or to be made by us, other than statements of historical fact, are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements give our current expectations or forecasts of future events. Words such as “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,”


    



“believe,” “project,” “budget,” “potential,” or “continue,” and similar expressions are used to identify forward-looking statements. They can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. Actual results may vary materially. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include: changes in general economic conditions; fluctuations in natural gas, NGL and oil prices; failure or delays in achieving expected production from exploration and development projects; uncertainties inherent in estimates of natural gas, NGL and oil reserves and predicting natural gas, NGL and oil reservoir performance; effects of hedging natural gas, NGL and oil prices; fluctuations in the value of certain of our assets and liabilities; competitive conditions in our industry; actions taken or non-performance by third parties, including suppliers, contractors, operators, processors, transporters, customers and counterparties; changes in the availability and cost of capital; delays in obtaining oilfield equipment and increases in drilling and other service costs; delays in construction of transportation pipelines and gathering, processing and treating facilities; operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond our control; the effects of existing and future laws and governmental regulations, including environmental and climate change requirements; failure or delay in completing strategic transactions; the effects of existing or future litigation; failure to complete the transactions described in this press release; and additional factors described elsewhere in this press release.
This list of factors is not exhaustive, and new factors may emerge or changes to these factors may occur that would impact our business. Additional information regarding these and other factors may be contained in our filings with the SEC, especially on Forms 10-K, 10-Q and 8-K. All such risk factors are difficult to predict, and are subject to material uncertainties that may affect actual results and may be beyond our control. The forward-looking statements included in this press release are made only as of the date of this press release, and we undertake no obligation to update any of these forward-looking statements to reflect subsequent events or circumstances except to the extent required by applicable law.
All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements.
# # #

Investor & Media Contact:
David Erdman
(817) 665-4023


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