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): March 29, 2016

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.

As previously disclosed in a Current Report on Form 8-K filed with the SEC on January 28, 2016, Quicksilver Resources Inc. (the “Company”) and its U.S. subsidiaries (together with the Company, the “Sellers” or the “U.S. Debtors”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with BlueStone Natural Resources II, LLC (the “Buyer”) pursuant to which the Buyer agreed to purchase substantially all of the Sellers’ U.S. oil and gas assets. On March 30, 2016, the Sellers and the Buyer entered into an amendment to the Purchase Agreement to extend the outside date from March 31, 2016 to April 15, 2016, after which date either the Sellers or the Buyer may terminate the Purchase Agreement subject to certain conditions if the closing has not occurred. The Sellers agreed to the amendment to provide additional time for the Buyer and Crestwood Midstream Partners, LP (“Crestwood”) to enter into definitive gas gathering and processing contracts to replace certain existing executory contracts between certain of the Sellers and affiliates of Crestwood. A final order of the United States Bankruptcy Court for the District of Delaware rejecting such executory contracts is a condition to the closing of the transactions contemplated by the Purchase Agreement.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 29, 2016, the Company terminated the Quicksilver Resources Inc. Amended and Restated Change in Control Retention Incentive Plan, the Quicksilver Resources Inc. Second Amended and Restated Key Employee Change in Control Retention Incentive Plan and the Quicksilver Resources Inc. Amended and Restated Executive Change in Control Retention Incentive Plan. The named executive officers of the Company participated in the Quicksilver Resources Inc. Amended and Restated Executive Change in Control Retention Incentive Plan.

Item 7.01. Regulation FD Disclosure.

As previously reported by the Company, on March 1, 2016, Quicksilver Resources Canada Inc. (“QRCI”) entered into an asset purchase agreement pursuant to which QRCI agreed to sell certain of QRCI’s oil and gas assets primarily located in the Horseshoe Canyon area of Alberta, Canada. On March 22, 2016, QRCI entered into two additional asset purchase agreements pursuant to which QRCI agreed to sell certain other of its assets in Canada, including substantially all of its oil and gas assets in the Horn River Basin. The consummation of the transactions contemplated by the asset purchase agreements are subject to various closing conditions, and such transactions are expected to close in the second quarter of 2016.

QRCI and certain of its wholly owned subsidiaries (the “Canadian Entities”) applied for and received protection from their creditors under the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”) in the Court of Queen’s Bench in Alberta, Canada on March 8, 2016. Based on the Company’s current estimates of the net proceeds that QRCI will receive from all of the asset dispositions after expenses and the aggregate net assets of the Canadian Entities available for distribution for secured and unsecured claims in the CCAA proceedings, the

Company expects that it will receive limited or possibly no recovery for the unsecured note from QRCI to the Company in the CCAA proceedings. In addition, the Company expects that the U.S. Debtors, as guarantors of QRCI’s obligations under its revolving credit facility, will not be obligated make any payments to satisfy secured claims related to QRCI’s revolving credit facility in the CCAA proceedings.

Cautionary Note Regarding Forward-Looking Statements

Certain statements and information included in this Current Report on Form 8-K may constitute “forward-looking statements,” as such term is defined in Section 21E of the Securities Exchange Act of 1934, as amended, relating to future events. Such statements are only predictions and involve risks and uncertainties, resulting in the possibility that actual events will differ materially from such predictions as a result of certain risk factors. As such, readers are cautioned not to place undue reliance on forward-looking statements, which speak only to management’s assumptions and expectations as of the date of this Current Report on Form 8-K. Please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 and other SEC filings for a discussion of material risk factors and additional information on factors which may cause future events to materially vary from such forward-looking statements. The Company disclaims any duty to update or alter any forward-looking statements, except as required by applicable law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	First Amendment to Asset Purchase Agreement, dated as of March 30, 2016, by and among Quicksilver Resources Inc., Cowtown Gas Processing L.P., Cowtown Pipeline L.P., and BlueStone Natural Resources II, LLC

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/ Vanessa Gomez LaGatta
	Vanessa Gomez LaGatta
	Senior Vice President – Chief Financial Officer and Treasurer

Date: March 31, 2016

INDEX TO EXHIBITS

Exhibit Number	Description
10.1	First Amendment to Asset Purchase Agreement, dated as of March 30, 2016, by and among Quicksilver Resources Inc., Cowtown Gas Processing L.P., Cowtown Pipeline L.P., and BlueStone Natural Resources II, LLC

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

THIS FIRST AMENDMENT dated as of March 30, 2016 (this “Amendment”) to that certain Asset Purchase Agreement, dated as of January 22, 2016, is entered into by and among Quicksilver Resources Inc., a Delaware corporation (the “Company”), Cowtown Gas Processing L.P., a Texas limited partnership (“Cowtown Gas Processing”), and Cowtown Pipeline L.P., a Texas limited partnership (“Cowtown Pipeline” and together with the Company and Cowtown Gas Processing, each a “Seller”, and collectively, the “Sellers”), and BlueStone Natural Resources II, LLC, a Delaware limited liability company (“Buyer”). Sellers and Buyer are sometimes referred to collectively herein as the “Parties” and individually as a “Party”.

RECITALS

A.Sellers and Buyer are parties to that certain Asset Purchase Agreement, dated as of January 22, 2016 (the “Purchase Agreement”).

B.Sellers and Buyer desire, subject to the terms and conditions hereof, to amend the Purchase Agreement in the respects, but only in the respects, hereinafter set forth, and to enter into the other agreements set forth herein related thereto.

C.Capitalized terms used herein shall have the respective meanings ascribed thereto in the Purchase Agreement, as amended by this Amendment, unless herein defined or the context shall otherwise require.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

SECTION 1. AMENDMENTS.

Section 1.1Amendment to Section 11.1(a)(iii). Section 11.1(a)(iii) of the Purchase Agreement is hereby amended by replacing the date “March 31, 2016” with the date “April 15, 2016”.

SECTION 2. MISCELLANEOUS.

Section 2.1Ratification. Each Party hereby consents to this Amendment and acknowledges and agrees that, except as expressly set forth in this Amendment, the terms, provisions and conditions of the Purchase Agreement and the other Transaction Documents are hereby ratified and confirmed and shall remain unchanged and in full force and effect without interruption or impairment of any kind.

Section 2.2No Other Amendments; Reservation of Rights; No Waiver. Other than as otherwise expressly provided herein, this Amendment shall not be deemed to operate as an amendment or waiver of, or to prejudice, any right, power, privilege or remedy of any Party under

the Purchase Agreement or any other Transaction Document, nor shall the entering into of this Amendment preclude any Party from refusing to enter into any further amendments with respect to the Purchase Agreement or any other Transaction Document. Other than as expressly provided herein, and without limiting the generality of the provisions of Section 13.5 of the Purchase Agreement, this Amendment shall not constitute a waiver of compliance with any covenant or other provision in the Purchase Agreement or any other Transaction Document or of the occurrence or continuance of any present or future breach thereunder.

Section 2.3Headings; Interpretation. The headings in this Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation of this Amendment. Each reference to “herein,” “hereinafter,” “hereof,” and “hereunder” and each other similar reference contained in the Purchase Agreement, each reference to “this Agreement” and each other similar reference contained in the Purchase Agreement and each reference contained in this Amendment to the “Agreement” shall on and after the date of this Amendment refer to the Purchase Agreement as amended by this Amendment. Any notices, requests, certificates and other instruments executed and delivered on or after the date of this Amendment may refer to the Purchase Agreement without making specific reference to this Amendment but nevertheless all such references shall mean the Purchase Agreement as amended by this Amendment unless the context otherwise requires. As used in this Amendment, the word “including” or any variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. All words used in this Amendment will be construed to be of such gender or number as the circumstances require. The recitals to this Amendment and all Schedules and Annexes attached hereto or referred to herein are hereby incorporated in and made a part of this Amendment as if set forth herein.

Section 2.4Complete Agreement. The Purchase Agreement, as amended by this Amendment, the Transaction Documents and all other certificates, documents or instruments executed under the Purchase Agreement, as amended by this Amendment, or such other Transaction Documents, together with the Schedules, Annexes and Exhibits hereto and thereto, constitute the entire agreement between the Parties, and supersede all prior agreements and understandings, oral and written, between the Parties, with respect to the subject matter of the Purchase Agreement, as amended by this Amendment; there are no conditions to this Amendment that are not expressly stated in this Amendment.

Section 2.5Amendment. This Amendment may not be amended or modified except in the manner specified for an amendment of or modification to the Purchase Agreement in Section 13.6 of the Purchase Agreement.

Section 2.6Governing Law; Consent to Jurisdiction and Venue; Jury Trial Waiver. The provisions of Section 13.11 of the Purchase Agreement shall govern and apply to this Amendment, mutatis mutandis.

Section 2.7Time of the Essence. Time shall be of the essence with respect to all time periods set forth in this Amendment.

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Section 2.8Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. For purposes of this Amendment, facsimile and .pdf signatures shall be deemed originals for all purposes.

Section 2.9Severability. If any provision of this Amendment shall be declared by any court of competent jurisdiction to be illegal, void or unenforceable, then such provisions shall be construed so that the remaining provisions of this Amendment shall not be affected, but shall remain in full force and effect, and any such illegal, void or unenforceable provisions shall be deemed, without further action on the part of any person or entity, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in, and only in, the applicable jurisdiction.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date set forth above by their duly authorized representatives.

QUICKSILVER RESOURCES INC.

By:     /s/ Vanessa Gomez LaGatta    

Vanessa Gomez LaGatta

Senior Vice President – Chief Financial Officer and Treasurer

COWTOWN GAS PROCESSING, L.P.,

By: COWTOWN PIPELINE MANAGEMENT, INC.,

its General Partner

By:     /s/ Vanessa Gomez LaGatta    

Vanessa Gomez LaGatta

Senior Vice President – Chief Financial Officer and Treasurer

COWTOWN PIPELINE, L.P.

By: COWTOWN PIPELINE MANAGEMENT, INC.,

its General Partner

By:     /s/ Vanessa Gomez LaGatta    

Vanessa Gomez LaGatta

Senior Vice President – Chief Financial Officer and Treasurer

BLUESTONE NATURAL RESOURCES II, LLC

By:     /s/ John Redmond    

John Redmond

President and Chief Executive Officer

Signature Page to First Amendment to Asset Purchase Agreement