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): June 20, 2013

PETROQUEST ENERGY, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	72-1440714
(State of Incorporation)	(I.R.S. Employer Identification No.)
400 E. Kaliste Saloom Rd., Suite 6000 Lafayette, Louisiana	70508
(Address of principal executive offices)	(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 7.01 Regulation FD Disclosure.

On June 20, 2013, PetroQuest Energy, Inc. (the “Company”) is furnishing certain additional information with respect to its recently announced pending acquisition of certain producing oil and gas assets located in the shallow waters of the Gulf of Mexico (the “Gulf of Mexico Acquisition”) as Exhibit 99.1 hereto and incorporated into this Item 7.01 by reference.

The information in Exhibit 99.1 is being furnished, not filed, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, the information in Exhibit 99.1 will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

The foregoing description of the Gulf of Mexico Acquisition and the information in Exhibit 99.1 contain “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements include those regarding the our ability to successfully complete the Gulf of Mexico Acquisition, integrate it with our operations and realize the anticipated benefits from the Gulf of Mexico Acquisition, any unexpected costs or delays in connection with the Gulf of Mexico Acquisition, and other statements that are not historical in nature. No assurance can be given that actual future results will not differ materially from those contained in the forward-looking statements in this Current Report on Form 8-K. Although the Company believes that all such statements contained in this Current Report on Form 8-K are based on reasonable assumptions, there are numerous variables of an unpredictable nature or outside of the Company’s control that could affect the Company’s future results and the value of its shares. Each investor must assess and bear the risk of uncertainty inherent in the forward-looking statements contained in this Current Report on Form 8-K. Please refer to the Company’s filings with the SEC for additional discussion of risks and uncertainties that may affect the Company’s actual future results. The Company undertakes no obligation to update the forward-looking statements contained herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description of Exhibit
99.1	Gulf of Mexico Acquisition Overview.

[Signature page follows]

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: June 20, 2013
	PETROQUEST ENERGY, INC.
	/s/ J. Bond Clement
	J. Bond Clement
	Executive Vice President, Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

GOM Acquisition Overview

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400 East Kaliste Saloom Road, Suite 6000 Lafayette, Louisiana 70508 Phone: (337) 232-7028 Fax: (337) 232-0044 www.petroquest.com

Corporate Contact: Matt Quantz – mquantz@petroquest.com

This presentation 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. These forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Among those risks, trends and uncertainties are our ability to successfully complete in the Gulf of Mexico acquisitions and realize the anticipated benefits of from the acquisitions, any unexpected costs or delays in connection with the Gulf of Mexico acquisitions, our ability to find oil and natural gas reserves that are economically recoverable, the volatility of oil and natural gas prices and significantly depressed natural gas prices since the middle of 2008, the uncertain economic conditions in the United States and globally, the decline 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 estimate of the sufficiency of our existing capital sources, our ability to raise additional capital to fund cash requirements for future operations, the uncertainties involved in prospect development and property acquisitions or dispositions and in projecting future rates of production or future reserves, the timing of development expenditures and drilling of wells, hurricanes and other natural disasters, including the impact of the oil spill in the Gulf of Mexico on our present and future operations, the impact of government regulation, 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 Securities and Exchange Commission. PetroQuest undertakes no duty to update or revise these forward-looking statements.

Prior to 2010, the Securities and Exchange Commission generally permitted oil and gas companies, in their filings, to disclose only proved reserves that a company has demonstrated by actual production or conclusive formation tests to be economically and legally producible under existing economic and operating conditions. Beginning with year-end reserves for 2009, the SEC permits the optional disclosure of probable and possible reserves. We have elected not to disclose our probable and possible reserves in our filings with the SEC. We use the terms “reserve inventory,” “gross unrisked reserves,” “EUR,” “inventory” or other descriptions of volumes of hydrocarbons to describe volumes of resources potentially recoverable through additional drilling or recovery techniques that the SEC’s guidelines prohibit us from including in filings with the SEC. Estimates of reserve inventory, gross unrisked reserves EUR or inventory do not reflect volumes that are demonstrated as being commercially or technically recoverable. Even if commercially or technically recoverable, a significant recovery factor would be applied to these volumes to determine estimates of volumes of proved reserves. Accordingly, these estimates are by their nature more speculative than estimates of proved reserves and accordingly are subject to substantially greater risk of being actually realized by the Company. The methodology for estimating unrisked inventory, gross unrisked reserves or EUR may also be different than the methodology and guidelines used by the Society of Petroleum Engineers and is different from the SEC’s guidelines for estimating probable and possible reserves.

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Acquire certain shallow water (< 200 feet) Gulf of Mexico Shelf assets

14 producing wells and 7 platforms

PQ will operate 79% of production (PQ operates ~90% of current production)

Purchase price ~$193MM

Estimated 7/1/13 proved reserves of 5.3 MMBoe (34% liquids – 66% gas) with PV10 value(1) of $171MM (1P) (65% liquids) & $278MM (3P) (69% liquids) *

Proved 3P F&D/BOE $36.41 $22.66

Price/PV10 1.1x 0.7x

Production

Net production(2): ~26 MMcfe/d (1,100 Bbls/d & 19 MMcf/d)

(1) Strip pricing averaging $4.37 /Mcf and $92.32/Bbl (2) Estimated May 2013

2 * Does not include any contribution from unbooked drilling opportunities

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Continuation of existing strategy of using Gulf Coast cash flow to fund development of long life, resource assets

Incremental cash flow from the acquired properties will be primarily allocated to existing low risk onshore assets to provide a faster organic growth profile while extending the profile

Prospects on the acquired properties augment Gulf Coast inventory and could be developed under a promoted deal structure

Significantly increases oil production and overall cash flow

4,000

2,871 3,000 2,150 2,000 1,422 Bbls/d 1,000 0 2012 2013PF (1) 2014PF (1)

Diversifying production mix reduces dependency on gas prices

1Q13 production: 78% gas—22% liquids 2014PF production: 70% gas – 30% liquids

Deep experience and proven track record in exploiting Gulf Coast assets

Potential upside to proved reserves and associated cash flow from the acquired properties

(1) Based upon midpoint of guidance

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Original Booked Reserves (1P) 2003: 7.6 Bcfe (net)

1P Reserves

3P Reserves

SEC Booked Reserves

Lease Line

Water Level at Discovery

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Original Booked Reserves (1P) 2003: 7.6 Bcfe (net) Positive Reserve Revisions (3P): 23.7 Bcfe (net) Cumulative Produced Reserves 2003—2012 : 31.3 Bcfe (net)

1P Reserves

Water level rises

SEC Booked Reserves

Lease Line

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60 48.4

50 39.2 13% Oil 33.8 17% 81% NGL

Bcfe 40 12%

8% 13%

12% 70% Gas

30

54% 80% 75%

46%

20

2013E 2013PF (1) 2014PF (1)

82%

2013E 2013PF 2014PF Production Mix: Total % Liquids 20% 25% 30% Production % by Region: Oklahoma % 52% 44% 45% Gulf Coast % 20% 17% 15% GOM % 10% 24% 27% Texas % 18% 15% 13%

(1) Based upon mid-point of production guidance range

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302.1

400 264.9 2%

300 3% Oil

7% 3%

Bcfe 200 10% 9% NGL

100 Gas

0 87% 84%

2012 (1) 2012PF (1)

2012 2012PF

Reserve Mix:

Total % Liquids 13% 16% Total % PD 65% 70% Reserves % by Region: Oklahoma % 69% 61% Gulf Coast % 7% 6% GOM % 5% 16% Texas % 19% 17%

(1) Using YE prices of $3.41/Mcf and $91.82/Bbl

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