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):

February 1, 2016

PETROQUEST ENERGY, INC.

(Exact name of registrant as specified in its charter)

DELAWARE (State of Incorporation) 400 E. Kaliste Saloom Rd., Suite 6000 Lafayette, Louisiana (Address of principal executive offices) 72-1440714 (I.R.S. Employer Identification No.) 70508 (Zip code)

Commission File Number: 001-32681

Registrant’s telephone number, including area code: (337) 232-7028

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:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On February 1, 2016, PetroQuest Energy, Inc. (the “Company”), the subsidiary guarantors party thereto, and U.S. Bank National Association, as successor trustee to The Bank of New York Mellon Trust Company, N.A., entered into the Fourth Supplemental Indenture (the “Supplemental Indenture”) implementing certain amendments and waivers to the Indenture (as amended and supplemented to date, the “Indenture”) governing the Company’s outstanding 10% Senior Notes due 2017 (the “Old Notes”) following the Company’s receipt of requisite consents of the holders of the Old Notes pursuant to the consent solicitation in respect of the Old Notes that commenced on January 14, 2016 (the “Consent Solicitation”). The Supplemental Indenture eliminates or waives substantially all of the restrictive covenants and certain default provisions respecting the Indenture and the Old Notes. The Supplemental Indenture is effective upon execution but will only become operative upon consummation of the Exchange Offer (as defined below) and Consent Solicitation.

The foregoing description of the Supplemental Indenture is not complete and is qualified by reference to the Supplemental Indenture, which is filed herewith as Exhibit 4.1 and is incorporated by reference in this current report.

Item 8.01 Other Events

Resignation and Appointment of Trustee

The Bank of New York Mellon Trust Company, N.A. resigned as trustee under the Indenture. U.S. Bank National Association has accepted the appointment as successor trustee under the Indenture. The resignation and appointment were effective on February 1, 2016.

Exchange Offer Early Participation Results

On February 3, 2016, the Company issued a press release announcing the results as of the early tender date (the “Early Tender Date”) for its private offer (the “Exchange Offer”) to eligible holders to exchange up to $300 million aggregate principal amount of the Old Notes, for up to (A) $75 million of cash, (B) $202.5 million aggregate principal amount of its newly issued 10% Second Lien Senior Secured Notes due 2021, and (C) 6,000,000 shares of its common stock, all on the terms and subject to the conditions set forth in a Confidential Information Memorandum and Consent Solicitation Statement. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated by reference in this current report.

This filing shall not constitute an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Item 9.01 Financial Statements and Exhibits.

Exhibit NumberDescription of Exhibit

4.1 Fourth Supplemental Indenture, dated as of February 1, 2016, among PetroQuest Energy, Inc., the Subsidiary Guarantors identified therein, and U.S. Bank National Association.

99.1 Press Release dated February 3, 2016.

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.

Date: February 3, 2016

PETROQUEST ENERGY, INC.

/s/ J. Bond Clement

J. Bond Clement

Executive Vice President, Chief Financial Officer and Treasurer

EX-4.1

PETROQUEST ENERGY, INC.

10% SENIOR NOTES DUE 2017

SUBSIDIARY GUARANTORS

_________________________

FOURTH SUPPLEMENTAL INDENTURE

Dated as of February 1, 2016

TO THE INDENTURE

Dated as of August 19, 2010

_________________________

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 1, 2016, to the Indenture, dated as of August 19, 2010 (the “Base Indenture”), among PETROQUEST ENERGY, INC., a Delaware corporation (the “Company”), the Subsidiary Guarantors identified therein (the “Subsidiary Guarantors”) and (iii) U.S. BANK NATIONAL ASSOCIATION (the “Trustee”), as successor trustee to THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Predecessor Trustee”).

WHEREAS, the Company, the Subsidiary Guarantors and the Predecessor Trustee executed and delivered the Base Indenture and that certain First Supplemental Indenture, dated as of August 19, 2010 (the “First Supplemental Indenture”), providing for the issuance of $150,000,000 aggregate principal amount of the Company’s 10% Senior Notes Due 2017 (the “Initial Notes”);

WHEREAS, the Company, the Subsidiary Guarantors and the Predecessor Trustee executed and delivered that certain Second Supplemental Indenture, dated as of July 3, 2013 (the “Second Supplemental Indenture”), providing for the issuance of $200,000,000 aggregate principal amount of the Company’s unregistered 10% Senior Notes Due 2017 (the “Unregistered Notes”);

WHEREAS, the Company, the Subsidiary Guarantors and the Predecessor Trustee executed and delivered that certain Third Supplemental Indenture, dated as of October 23, 2013 (the “Third Supplemental Indenture” and, together with the Base Indenture, the First Supplemental Indenture, Second Supplemental Indenture and this Supplemental Indenture, the “Indenture”), providing for the exchange and cancellation of $200,000,000 aggregate principal amount of the Unregistered Notes for $200,000,000 aggregate principal amount of Additional Securities, having identical terms, other than the date of issuance and issue price, to the Initial Notes (the “New Notes” and, together with the Initial Notes, the “Notes”);

WHEREAS, $350,000,000 aggregate principal amount of Notes are currently outstanding;

WHEREAS, Section 9.02 of the Indenture provides that the Company, the Subsidiary Guarantors and the Trustee may amend the Indenture or the Notes or waive compliance with any provision of the Indenture with the consent of Holders representing at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange for the Notes), subject to certain exceptions;

WHEREAS, the Company desires to enter into, and has requested the Trustee to join with it and the Subsidiary Guarantors in entering into, this Supplemental Indenture for the purpose of amending the Indenture and the Notes in certain respects and waiving compliance with Section 4.06 of the Indenture as permitted by Section 9.02 of the Indenture;

WHEREAS, the Company has made an offer (the “Exchange Offer”) to the registered Holders of Notes to exchange, upon the terms and subject to the conditions set forth in the Offering Memorandum and Consent Solicitation Statement, dated January 14, 2016 (as amended, modified or supplemented, the “Offer to Exchange”), up to $300 million aggregate principal amount of the

outstanding Notes for the Company’s 10% second lien senior secured notes due 2021, shares of common stock of the Company and cash, each in amounts as specified in the Offer to Exchange;

WHEREAS, in conjunction with the Exchange Offer, the Company has also solicited consents from the Holders for certain proposed amendments (the “Proposed Amendments”) to the Indenture and the Notes and a waiver from the Holders with respect to compliance with Section 4.06 of the Indenture (the “Waiver”), which Proposed Amendments and Waiver are contained in this Supplemental Indenture; and

WHEREAS, (i) the Company has received the consent of the Holders of more than a majority in principal amount of the outstanding Notes to the Proposed Amendments and Waiver, all as certified by an Officers’ Certificate delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture, (ii) the Company has delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture an Opinion of Counsel relating to this Supplemental Indenture as contemplated by Section 9.06 of the Indenture and (iii) the Company and the Subsidiary Guarantors have satisfied all other conditions required under Article 9 of the Indenture to enable the Company, the Subsidiary Guarantors and the Trustee to enter into this Supplemental Indenture.

NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as follows:

ARTICLE IAMENDMENTS TO THE INDENTURE AND THE NOTES

Section 1.1Amendments to the Indenture and Notes. The Indenture and the Notes are hereby amended by:

(a)deleting Sections 4.02 (SEC Reports), 4.03 (Limitation on Indebtedness), 4.04 (Limitation on Restricted Payments), 4.05 (Limitation on Restrictions on Distributions from Restricted Subsidiaries), 4.06 (Limitation on Sales of Assets and Subsidiary Stock), 4.07 (Limitation on Affiliate Transactions), 4.08 (Change of Control), 4.09 (Limitation on Liens), 4.10 (Limitation on Sale/Leaseback Transactions), 4.11 (Future Guarantors) and 4.13 (Further Instruments and Acts) of the Indenture and all references thereto in the Indenture and the Notes in their entirety;

(b)deleting clauses (2), (3) and the immediately following proviso of Section 5.01(a) (Merger and Consolidation) of the Indenture and all references thereto in the Indenture and the Notes in their entirety;

(c)deleting clauses (2) and (3) of Section 5.01(b) (Merger and Consolidation) of the Indenture and all references thereto in the Indenture and the Notes in their entirety;

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(d)deleting clauses (4), (5), (6) and (9) of Section 6.01 (Events of Default) of the Indenture and all references thereto in the Indenture and the Notes in their entirety;

(e)deleting Section 6.12 (Waiver of Stay or Extension Laws) of the Indenture and all references thereto in the Indenture and the Notes in their entirety; and

(f)deleting clauses (3), (4), (5), (6) and (7) of Section 8.02 (Conditions to Defeasance) of the Indenture and all references thereto in the Indenture and the Notes in their entirety.

Section 1.2Elimination of Certain Defined Terms. Any defined terms appearing in the Indenture and all references thereto that are used solely in the sections, subsections or provisions of the Indenture deleted from the Indenture by virtue of Section 1.1 of this Supplemental Indenture shall be deleted in their entireties from the Indenture and the Securities.

Section 1.3Additional Amendments. Any and all additional provisions of the Indenture and the Notes are hereby deemed to be amended to reflect the intentions of the amendments provided for in this Article I.

Section 1.4Compliance Waiver. On June 4, 2015, the Company completed the sale of a majority of its interest in the Woodford and Mississipian Lime for $272 million, subject to customary post-closing purchase price adjustments (the “Woodford and Mississipian Lime Divestiture”). Any existing and future non-compliance under the Indenture arising or resulting from any failure by any person to comply with Section 4.06 of the Indenture with respect to the Woodford and Mississipian Lime Divestiture and any related provisions and definitions are hereby waived.

ARTICLE IIMISCELLANEOUS PROVISIONS

Section 2.1Defined Terms. For all purposes of this Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture.

Section 2.2Indenture. Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby and all terms and conditions of both shall be read together as though they constitute a single instrument.

Section 2.3Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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Section 2.4Successors. All agreements of the Company and the Subsidiary Guarantors in this Supplemental Indenture and the Notes shall bind their respective successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

Section 2.5Duplicate Originals. All parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. It is the express intent of the parties to be bound by the exchange of signatures on this Supplemental Indenture via telecopy or other form of electronic transmission.

Section 2.6Severability. In case any one or more of the provisions in this Supplemental Indenture shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

Section 2.7Trustee Disclaimer. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture and agrees to execute the trust created by the Indenture as hereby amended, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby amended, and without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company and the Subsidiary Guarantors, and the Trustee makes no representation with respect to any such matters. Additionally, the Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.

Section 2.8Effectiveness. The Proposed Amendments and Waiver effected by this Supplemental Indenture shall take effect on the date hereof, provided that each of the parties hereto shall have executed and delivered this Supplemental Indenture; provided, however, that the Proposed Amendments and Waiver shall be operative only upon, and simultaneously with, and shall have no force and effect prior to, the Company’s notification to the Trustee and the Exchange Agent (as defined in the Offer to Exchange) of its acceptance for exchange of at least a majority in aggregate principal amount of the Notes then outstanding in accordance with the terms of the Exchange Offer.

Section 2.9Supplemental Indenture Controls. In the event there is any conflict or inconsistency between the Indenture and this Supplemental Indenture, the provisions of this Supplemental Indenture shall control.

Section 2.10Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year written above.

PETROQUEST ENERGY, INC.

By:/s/ J. Bond Clement

Name: J. Bond Clement

Title: Executive Vice President, Chief Financial Officer and Treasurer

PETROQUEST ENERGY, L.L.C.

By:/s/ J. Bond Clement

Name: J. Bond Clement

Title: Executive Vice President, Chief Financial Officer and Treasurer

TDC ENERGY LLC

By:/s/ J. Bond Clement

Name: J. Bond Clement

Title: Executive Vice President, Chief Financial Officer and Treasurer

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:/s/ Richard Prokosch

Name: Richard Prokosch

Title: Vice President

[Signature Page to Fourth Supplemental Indenture]

EX-99.1

NEWS RELEASE

PETROQUEST ENERGY ANNOUNCES RESULTS OF THE EXCHANGE OFFER AND CONSENT SOLICITATION AS OF THE EXTENDED EARLY TENDER DATE

LAFAYETTE, LA - February 3, 2016 - PetroQuest Energy, Inc. (NYSE: PQ) announced today the early participation results of its previously announced private exchange offer (the “Exchange Offer”) to Eligible Holders (as defined below) for up to $300 million aggregate principal amount (the “Maximum Exchange Amount”) of its outstanding 10% Senior Notes due 2017 (CUSIP No. 716748 AA6) (the “Old Notes”) for up to (i) $75 million of cash, (ii) $202.5 million aggregate principal amount of its newly issued 10% Second Lien Senior Secured Notes due 2021 (the “New Notes”), and (iii) 6,000,000 shares of its common stock (the “Shares”), and related consent solicitation (the “Consent Solicitation”) to adopt certain amendments and waivers to the indenture governing the Old Notes (the “Indenture Amendments”).

As of 5:00 p.m., New York City time, on February 2, 2016 (the “Early Tender Date”), approximately $214.4 million in aggregate principal amount of the Old Notes, representing 61% of the outstanding aggregate principal amount of Old Notes, had been validly tendered (and not validly withdrawn) and the holders of such Old Notes had consented to the Indenture Amendments.

Withdrawal rights previously expired on January 28, 2016 at 5:00 p.m. New York City time. Accordingly, Eligible Holders who have previously tendered their Old Notes can no longer validly withdraw those notes from the Exchange Offer and Consent Solicitation, except to the extent required by law.

For each $1,000 principal amount of Old Notes validly tendered before the Early Tender Date, Eligible Holders will be eligible to receive the “Total Exchange Consideration” set forth in the table below, which includes the “Early Tender Premium.” For each $1,000 in principal amount of the Old Notes, up to the Maximum Exchange Amount, validly tendered after the Early Tender Date, Eligible Holders will be eligible to receive only the “Exchange Consideration” set forth in the table below.

The following table sets forth the exchange consideration for the Old Notes:

Title/CUSIP Number of Old Notes	Maturity Date	Aggregate Principal Amount Outstanding	Exchange Consideration(1)	Early Tender Premium(1)	Total Exchange Consideration(1)(2)
10% Senior Notes due 2017 / 716748 AA6	September 1, 2017	$350 million	$250 of cash, $652.50 principal amount of New Notes, 20 Shares of Common Stock	$22.50 principal amount of New Notes	$250 of cash, $675 principal amount of New Notes, 20 Shares of Common Stock

___________________

(1) For each $1,000 principal amount of Old Notes accepted for exchange.

(2) Includes Early Tender Premium.

The Exchange Offer and Consent Solicitation is being made upon the terms and subject to the conditions set forth in the Confidential Offering Memorandum and Consent Solicitation Statement (the “Offering Memorandum”) and related letter of transmittal and consent (the “Letter of Transmittal”), each dated January 14, 2016.

The Exchange Offer and Consent Solicitation will expire at 11:59 p.m., New York City time, on February 11, 2016, unless extended (the “Expiration Date”). The closing of the Exchange Offer and Consent Solicitation is subject to, and conditioned upon, the satisfaction or waiver of conditions set out in the Offering Memorandum and Letter of Transmittal, subject to PetroQuest’s right to amend or terminate the Exchange Offer and Consent Solicitation prior to the Expiration Date.

Any Old Notes not tendered and exchanged for cash, New Notes and Shares pursuant to the Exchange Offer prior to the Expiration Date will remain outstanding and the holders will be subject to the terms of the supplemental indenture implementing the Indenture Amendments.

The New Notes and the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any State or other jurisdiction. The New Notes and the Shares may not be offered or sold in the United States or to or for the account or benefit of any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Exchange Offer will be made, and the New Notes and the Shares are being offered and will be issued, only to holders of Old Notes (1) in the United States, who are “qualified institutional buyers” as defined in Rule 144A under the Securities Act (“QIBs”), in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and (2) outside the United States, who are persons other than U.S. persons as defined in Rule 902 under the Securities Act in offshore transactions in compliance with Regulation S under the Securities Act. The complete terms and conditions of the Exchange Offer and Consent Solicitation, as well as the terms of the New Notes and the Shares, are described in the Offering Memorandum and Letter of Transmittal, copies of which may be obtained by “Eligible Holders” by contacting D.F. King & Co., Inc., the information agent for the Exchange Offer and Consent Solicitation, at 48 Wall Street, 22nd Floor, New York, New York 10005, 212) 269-5550 (collect) or (866) 620-0678 (toll free) or via the following website: http://www.dfking.com/petroquest.

This news release does not constitute an offer to purchase the New Notes or the Shares or a solicitation of consents to amend the indenture governing the Old Notes. The Exchange Offer and Consent Solicitation is made solely pursuant to the Offering Memorandum and Letter of Transmittal. The Exchange Offer and Consent Solicitation is not being made to holders of Old Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

About the Company

PetroQuest Energy, Inc. is an independent energy company engaged in the exploration, development, acquisition and production of oil and natural gas reserves in Texas, Oklahoma, Louisiana and the shallow waters of the Gulf of Mexico. PetroQuest’s common stock trades on the New York Stock Exchange under the ticker PQ.

For further information, contact:	Matt Quantz, Manager - Corporate Communications
	(337) 232-7028, www.petroquest.com

Forward-Looking Statements

This news release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.   All statements other than statements of historical fact included in this news release are forward-looking statements. Although PetroQuest believes that the expectations reflected in these forward-looking statements are reasonable, these statements are based upon assumptions and anticipated results that are subject to numerous uncertainties and risks. Actual results may vary significantly from those anticipated due to many factors, including the timing of the settlement and the size of the Exchange Offer and Consent Solicitation, our ability to pay dividends on our Series B Preferred Stock, our ability to satisfy the continued listing standards of the New York Stock Exchange with respect to our common stock or to cure any continued listing standard deficiency with respect thereto, the volatility of oil and natural gas prices and significantly depressed oil prices since the end of 2014, our ability to hedge future production to reduce our exposure to price volatility in the current commodity pricing market, our ability to reduce leverage or refinance our senior notes due 2017, our estimate of the sufficiency of our existing capital sources, including availability under our senior secured

bank credit facility and the result of any borrowing base redetermination, our ability to raise additional capital to fund cash requirements for future operations, the effects of a financial downturn or negative credit market conditions on our liquidity, business and financial condition, the declines in the values of our properties that have resulted in and may in the future result in additional ceiling test write-downs, our ability to replace reserves and sustain production, our ability to find oil and natural gas reserves that are economically recoverable, the uncertainties involved in prospect development and property acquisitions or dispositions and in projecting future rates of production or future reserves, our ability to realize the anticipated benefits from our joint ventures or divestitures, the timing of development expenditures and drilling of wells, hurricanes, tropical storms and other natural disasters, changes in laws and regulations as they relate to our operations, including our fracking operations or our operations in the Gulf of Mexico, and the operating hazards attendant to the oil and gas business. In particular, careful consideration should be given to cautionary statements made in the various reports PetroQuest has filed with the SEC. PetroQuest undertakes no duty to update or revise these forward-looking statements.

Click here for more information: “http://www.petroquest.com/news.html?=BizID=1690&1=1”