UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 5, 2018
PetroQuest Energy, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-32681 | 72-1440714 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
400 E. Kaliste Saloom Rd., Suite 6000 Lafayette, Louisiana |
70508 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants Telephone Number, Including Area Code: (337) 232-7028
(Former Name or Former Address, if Changed Since Last Report)
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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. | Entry into a Material Definitive Agreement. |
Amendment to Forbearance Agreement under Multidraw Term Loan Agreement
As previously disclosed, effective as of September 14, 2018, PetroQuest Energy, Inc. (the Company) and certain of its subsidiaries entered into a Forbearance Agreement (as amended, the Loan Forbearance Agreement) with Wells Fargo Bank, N.A., as administrative agent (the Agent) for the lenders party thereto from time to time (the Lenders), and the Lenders, with respect to the Multidraw Term Loan Agreement dated as of August 31, 2018 (as amended, supplemented, or modified from time to time, the Loan Agreement). Pursuant to the Loan Forbearance Agreement, the Agent and the Lenders agreed to forbear from taking any action with respect to certain anticipated events of default occurring under the Loan Agreement as a result of the non-payment by the Company of interest with respect to the Companys 10% Second Lien Secured Senior Notes due 2021 (the 2021 Notes) and the Companys 10% Second Lien Senior Secured PIK Notes due 2021 (the 2021 PIK Notes and together with the 2021 Notes, the Notes) when due and payable on August 15, 2018 and such non-payment continuing for a period of 30 days, under the Indentures (as defined below) governing the Notes.
On October 5, 2018, the Company and certain of its subsidiaries, the Agent and the Lenders entered into a second amendment to the Loan Forbearance Agreement that extended the effectiveness of the forbearance under Loan Forbearance Agreement until the earlier to occur of (i) 11:59 p.m. Eastern time on October 19, 2018 or (ii) the occurrence of any specified forbearance default, which includes, among other things, any event of default under the Loan Agreement other than the anticipated events of default or a breach by the Company or certain of its subsidiaries of the Loan Forbearance Agreement.
The foregoing description of the second amendment to the Loan Forbearance Agreement is not complete and is qualified in its entirety by reference to the complete document, which is attached hereto as Exhibit 10.1 to this Form 8-K, and is incorporated herein by reference.
Amendments to Forbearance Agreements under 2021 Notes and 2021 PIK Notes Indentures
As previously disclosed, effective as of September 14, 2018, the Company and certain of its subsidiaries entered into (i) a Forbearance Agreement (as amended, the 2021 Notes Forbearance Agreement) with certain holders (the 2021 Notes Supporting Holders) of approximately $7,343,000 in aggregate principal amount (representing approximately 77.9% of the outstanding principal amount) of the 2021 Notes issued pursuant to the Indenture (as amended, supplemented, or modified from time to time, the 2021 Notes Indenture), dated as of February 17, 2016, by and among the Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral trustee, and (ii) a Forbearance Agreement (as amended, the 2021 PIK Notes Forbearance Agreement and together with the 2021 Notes Forbearance Agreement, the Notes Forbearance Agreements) with certain holders (the 2021 PIK Notes Supporting Holders and together with the 2021 Notes Supporting Holders, the Supporting Holders) of approximately $194,559,842 in aggregate principal amount (representing approximately 70.7% of the outstanding principal amount) of the 2021 PIK Notes issued pursuant to the Indenture (as amended, supplemented, or modified from time to time, the 2021 PIK Notes Indenture and together with the 2021 Notes Indenture, the Indentures), dated as of September 27, 2016, by and among the Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral trustee. Pursuant to the Notes Forbearance Agreements, the Supporting Holders have agreed to forbear from exercising their rights and remedies under the Indentures or the related security documents with respect to certain anticipated events of default occurring under the Indentures as a result of the non-payment by the Company of interest with respect to the Notes when due and payable on August 15, 2018 and such non-payment continuing for a period of 30 days.
On October 5, 2018, the Company and certain of its subsidiaries, and the Supporting Holders entered into second amendments to the Notes Forbearance Agreements that extended the effectiveness of the forbearance under the Notes Forbearance Agreements until the earlier of (i) 11:59 p.m. Eastern time on October 19, 2018 and (ii) the date the Notes Forbearance Agreements otherwise terminate in accordance with the terms therein. Pursuant to the Notes Forbearance Agreements, the Supporting Holders have agreed to not deliver any notice or instruction in respect of the exercise of any of the rights and remedies otherwise available under the Indenture or the related security documents with respect to such anticipated events of default. The Supporting Holders have also agreed to not transfer any ownership in the Notes held by any of the Supporting Holders during the Forbearance Period other than to potential transferees currently parties to, or who agree in writing to be bound by, the Notes Forbearance Agreements.
The foregoing descriptions of the amendment to the 2021 Notes Forbearance Agreement and the amendment to the 2021 PIK Notes Forbearance Agreement are not complete and are qualified in their entirety by reference to the complete documents, which are attached hereto as Exhibits 10.2 and 10.3, respectively, to this Form 8-K, and are incorporated herein by reference.
Item 8.01. | Other Events. |
On October 5, 2018, the Company issued a news release announcing the Companys entry into extensions of the Loan Forbearance Agreement and the Notes Forbearance Agreements. A copy of the news release is filed herewith as Exhibit 99.1 and incorporated by reference into this Form 8-K.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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: October 5, 2018
PETROQUEST ENERGY, INC. |
/s/ J. Bond Clement |
J. Bond Clement Executive Vice President, Chief Financial Officer and Treasurer |
Exhibit 10.1
SECOND AMENDMENT TO FORBEARANCE AGREEMENT
This SECOND AMENDMENT TO FORBEARANCE AGREEMENT is entered into and dated as of October 5, 2018 (this Agreement) with respect to that certain Multidraw Term Loan Agreement dated as of August 31, 2018 among PetroQuest Energy, L.L.C., a Louisiana limited liability company (the Borrower), PetroQuest Energy, Inc., a Delaware corporation (the Parent), each of the Lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the Administrative Agent; together with the Borrower, the Parent and the Lenders, each a Party and collectively, the Parties) (as amended by the Forbearance Agreement defined below and as otherwise amended and restated, supplemented or modified from time to time prior to the date hereof, the Credit Agreement).
A. The Parties entered into that certain Forbearance Agreement dated as of September 14, 2018 (such Forbearance Agreement, as amended, supplemented, amended and restated or otherwise modified from time to time, the Forbearance Agreement).
B. The Parties desire to amend the Forbearance Agreement as set forth in this Agreement.
Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties hereto agree as follows:
AGREEMENTS
SECTION 1. Definitions. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement.
SECTION 2. Amendment to Forbearance Agreement. Clause (i) of Recital G. of the Forbearance Agreement is hereby amended and restated to read as follows: (i) 11:59 p.m. ET on October 19, 2018 or.
SECTION 3. Representations and Warranties. Each of the Parent, the Borrower and the Guarantor hereby represents and warrants to the Administrative Agent and the Lenders that the representations and warranties set forth in Section 4 of the Forbearance Agreement are true and correct on and as of the date hereof.
SECTION 4. Direction. The Lenders executing this Agreement hereby direct the Administrative Agent to execute and deliver this Agreement and to perform its obligations hereunder. Each Lender represents that it is a Lender under the Credit Agreement and is not a Defaulting Lender.
SECTION 5. Miscellaneous. The provisions of Sections 6 through 15 of the Forbearance Agreement are incorporated herein by reference as though such provisions were fully set forth verbatim herein and shall apply to this Agreement mutatis mutandis.
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[SIGNATURES BEGIN NEXT PAGE]
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed by their duly authorized officers, all as of the date and year first above written.
BORROWER: | PETROQUEST ENERGY, L.L.C. | |||||
/s/ J. Bond Clement | ||||||
J. Bond Clement | ||||||
Executive Vice President, Chief Financial Officer and Treasurer |
PARENT: | PETROQUEST ENERGY, INC. | |||||
/s/ J. Bond Clement | ||||||
J. Bond Clement | ||||||
Executive Vice President, Chief Financial Officer and Treasurer |
GUARANTOR: | TDC ENERGY LLC | |||||
/s/ J. Bond Clement | ||||||
J. Bond Clement | ||||||
Executive Vice President, Chief Financial Officer and Treasurer |
Signature Page to Second Amendment to Forbearance Agreement
ADMINISTRATIVE AGENT: | WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent | |||||
By: | /s/ Jason Prisco | |||||
Name: Jason Prisco | ||||||
Title: AVP |
Signature Page to Second Amendment to Forbearance Agreement
LENDERS:
MainStay MacKay High Yield Corporate Bond Fund By: MacKay Shields LLC, as investment subadvisor | ||||||
By: | /s/ Andrew Susser | |||||
Name: Andrew Susser | ||||||
Title: Executive Managing Director |
MainStay VP MacKay High Yield Corporate Bond Portfolio By: MacKay Shields LLC, as investment subadvisor | ||||||
By: | /s/ Andrew Susser | |||||
Name: Andrew Susser | ||||||
Title: Executive Managing Director |
MainStay MacKay Short Duration High Yield Fund By: MacKay Shields LLC, as investment subadvisor | ||||||
By: | /s/ Andrew Susser | |||||
Name: Andrew Susser | ||||||
Title: Executive Managing Director |
Signature Page to Second Amendment to Forbearance Agreement
Corre Opportunities Qualified Master Fund, LP | ||||||
By: | /s/ Eric Soderlund | |||||
Name: Eric Soderlund | ||||||
Title: Authorized Signatory |
Corre Opportunities II Master Fund, LP | ||||||
By: | /s/ Eric Soderlund | |||||
Name: Eric Soderlund | ||||||
Title: Authorized Signatory |
Corre Horizon Interim Fund LLC | ||||||
By: | /s/ Eric Soderlund | |||||
Name: Eric Soderlund | ||||||
Title: Authorized Signatory |
Signature Page to Second Amendment to Forbearance Agreement
Exhibit 10.2
SECOND AMENDMENT TO FORBEARANCE AGREEMENT
This SECOND AMENDMENT TO FORBEARANCE AGREEMENT (this Agreement), dated as of October 5, 2018, is entered into by and among PetroQuest Energy, Inc., a Delaware corporation (the Issuer), the Subsidiaries of the Issuer that are parties hereto (the Guarantors) and the Holders (as defined below) that are parties hereto (each an Initial Forbearing Holder and collectively, the Initial Forbearing Holders).
PRELIMINARY STATEMENT
WHEREAS, the Initial Forbearing Holders are the beneficial owners and/or investment advisors or managers of discretionary accounts for the holders or beneficial owners of a majority in aggregate principal amount outstanding of those 10.00% Second Lien Secured Senior Notes due 2021 that are issued by the Issuer and governed by that certain Indenture dated as of February 17, 2016, by and among the Issuer, the Guarantors and Wilmington Trust, National Association, as trustee (in such capacity, the Trustee) and as collateral trustee (in such capacity, the Collateral Trustee) thereunder (such Indenture, as amended, supplemented, amended and restated or otherwise modified from time to time, the Indenture; such Notes, as amended, supplemented, amended and restated or otherwise modified from time to time, the Notes; and the holders of such Notes, the Holders), which Notes are secured by liens on the Collateral pursuant to the Security Documents;
WHEREAS, the Issuer, the Guarantors and the Initial Forbearing Holders entered into that certain Forbearance Agreement, dated as of September 14, 2018 (such Forbearance Agreement, as amended, supplemented, amended and restated or otherwise modified from time to time, the Forbearance Agreement), with respect to the Indenture and the Notes; and
WHEREAS, the Issuer, the Guarantors and the Initial Forbearing Holders desire to amend the Forbearance Agreement as set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants, representations and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
AGREEMENT
Section 1. Definitions. Capitalized terms used herein but not defined herein shall have the meanings given to them in the Indenture, the Notes and the Forbearance Agreement, as the context may require.
Section 2. Amendment to Forbearance Agreement. Section 3(a)(i) of the Forbearance Agreement is hereby amended and restated to read as follows: (i) 11:59 p.m. Eastern time on October 19, 2018;.
Section 3. Representations and Warranties.
(a) | Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Initial Forbearing Holders that the representations and warranties set forth in Section 4(a) of the Forbearance Agreement are true and correct on and as of the date hereof. |
(b) | Representations and Warranties of the Initial Forbearing Holders. Each Initial Forbearing Holder hereby severally, and not jointly, represents and warrants to the Issuer and the Guarantors that the representations and warranties set forth in Section 4(b) of the Forbearance Agreement are true and correct on and as of the date hereof. |
Section 4. Miscellaneous. The provisions of Sections 6 through 14 of the Forbearance Agreement are incorporated herein by reference as though such provisions were fully set forth verbatim herein and shall apply to this Agreement mutatis mutandis.
[**Signature Pages Follow**]
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In Witness Whereof, the parties hereto have caused this Agreement to be duly executed and delivered by their respective duly authorized officers as of the date first 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 |
[Signature Page to Second Amendment to Forbearance Agreement]
CORRE OPPORTUNITIES QUALIFIED MASTER FUND, LP | ||||
By: | /s/ Eric Soderlund | |||
Name: | Eric Soderlund | |||
Title: | Authorized Signatory |
CORRE OPPORTUNITIES II MASTER FUND, LP | ||||
By: | /s/ Eric Soderlund | |||
Name: | Eric Soderlund | |||
Title: | Authorized Signatory |
[Signature Page to Second Amendment to Forbearance Agreement]
Exhibit 10.3
SECOND AMENDMENT TO FORBEARANCE AGREEMENT
This SECOND AMENDMENT TO FORBEARANCE AGREEMENT (this Agreement), dated as of October 5, 2018, is entered into by and among PetroQuest Energy, Inc., a Delaware corporation (the Issuer), the Subsidiaries of the Issuer that are parties hereto (the Guarantors) and the Holders (as defined below) that are parties hereto (each an Initial Forbearing Holder and collectively, the Initial Forbearing Holders).
PRELIMINARY STATEMENT
WHEREAS, the Initial Forbearing Holders are the beneficial owners and/or investment advisors or managers of discretionary accounts for the holders or beneficial owners of a majority in aggregate principal amount outstanding of those 10.00% Second Lien Senior Secured PIK Notes due 2021 that are issued by the Issuer and governed by that certain Indenture dated as of September 27, 2016, by and among the Issuer, the Guarantors and Wilmington Trust, National Association, as trustee (in such capacity, the Trustee) and as collateral trustee (in such capacity, the Collateral Trustee) thereunder (such Indenture, as amended, supplemented, amended and restated or otherwise modified from time to time, the Indenture; such Notes, as amended, supplemented, amended and restated or otherwise modified from time to time, the Notes; and the holders of such Notes, the Holders), which Notes are secured by liens on the Collateral pursuant to the Security Documents;
WHEREAS, the Issuer, the Guarantors and the Initial Forbearing Holders entered into that certain Forbearance Agreement, dated as of September 14, 2018 (such Forbearance Agreement, as amended, supplemented, amended and restated or otherwise modified from time to time, the Forbearance Agreement), with respect to the Indenture and the Notes; and
WHEREAS, the Issuer, the Guarantors and the Initial Forbearing Holders desire to amend the Forbearance Agreement as set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants, representations and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
AGREEMENT
Section 1. Definitions. Capitalized terms used herein but not defined herein shall have the meanings given to them in the Indenture, the Notes and the Forbearance Agreement, as the context may require.
Section 2. Amendment to Forbearance Agreement. Section 3(a)(i) of the Forbearance Agreement is hereby amended and restated to read as follows: (i) 11:59 p.m. Eastern time on October 19, 2018;.
Section 3. Representations and Warranties.
(a) | Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Initial Forbearing Holders that the representations and warranties set forth in Section 4(a) of the Forbearance Agreement are true and correct on and as of the date hereof. |
(b) | Representations and Warranties of the Initial Forbearing Holders. Each Initial Forbearing Holder hereby severally, and not jointly, represents and warrants to the Issuer and the Guarantors that the representations and warranties set forth in Section 4(b) of the Forbearance Agreement are true and correct on and as of the date hereof. |
Section 4. Miscellaneous. The provisions of Sections 6 through 14 of the Forbearance Agreement are incorporated herein by reference as though such provisions were fully set forth verbatim herein and shall apply to this Agreement mutatis mutandis.
[**Signature Pages Follow**]
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In Witness Whereof, the parties hereto have caused this Agreement to be duly executed and delivered by their respective duly authorized officers as of the date first 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 |
[Signature Page to Second Amendment to Forbearance Agreement]
CORRE OPPORTUNITIES QUALIFIED MASTER FUND, LP | ||||
By: | /s/ Eric Soderlund | |||
Name: | Eric Soderlund | |||
Title: | Authorized Signatory |
CORRE OPPORTUNITIES II MASTER FUND, LP | ||||
By: | /s/ Eric Soderlund | |||
Name: | Eric Soderlund | |||
Title: | Authorized Signatory |
CORRE HORIZON INTERIM FUND LLC | ||||
By: | /s/ Eric Soderlund | |||
Name: | Eric Soderlund | |||
Title: | Authorized Signatory |
[Signature Page to Second Amendment to Forbearance Agreement]
MACKAY SHIELDS LLC, an investment subadvisor to the funds denoted on Schedule B to the Forbearance Agreement | ||
By: | /s/ Andrew Susser | |
Name: Andrew Susser | ||
Title: Executive Managing Director |
[Signature Page to Second Amendment to Forbearance Agreement]
Exhibit 99.1
NEWS RELEASE
For further information, contact: | Matt Quantz, Manager-Corporate Communications | |
(337) 232-7028, www.petroquest.com |
PetroQuest Energy, Inc. Extends Forbearance Agreements
LAFAYETTE, LA, October 5, 2018 PetroQuest Energy, Inc. (the Company) (OTCQX:PQUE) announced today that it has extended its previously announced forbearance agreements (as amended prior to the date hereof, the Forbearance Agreements) with the administrative agent and the lenders under its multi-draw term loan agreement (the Loan Agreement), the holders of approximately 77.9% of the outstanding aggregate principal amount of its 10% Second Lien Secured Senior Notes due 2021 (the 2021 Notes) and the holders of approximately 70.7% of the outstanding aggregate principal amount of its 10% Second Lien Senior Secured PIK Notes due 2021 (the 2021 PIK Notes) (collectively, the Forbearing Creditors).
Under the terms of the Forbearance Agreements, the Forbearing Creditors have agreed to forbear from exercising any and all remedies available to them under and in respect of the Loan Agreement and the indentures governing the 2021 Notes and the 2021 PIK Notes as a result of the Company not making the semi-annual interest payments totaling approximately $14.2 million due on August 15, 2018 with respect to the 2021 Notes and the 2021 PIK Notes and such non-payment continuing for a period of 30 days. As extended, the Forbearance Agreements will expire upon the earlier of 11:59 p.m. (Eastern time) on October 19, 2018 or the occurrence of certain events specified in the Forbearance Agreements.
The Company is continuing to analyze and evaluate various alternatives with respect to its capital structure and financial position, which may include private debt exchanges or filing for protection under Chapter 11 of the U.S. Bankruptcy Code. In addition, the Company is engaged in discussions and negotiations with the Forbearing Creditors and their legal and financial advisors regarding these alternatives. The Forbearance Agreements are intended to allow the parties to continue these discussions and negotiations and work towards an alternative that addresses the Companys capital structure and financial position. The Company does not intend to disclose or comment on developments related to its review and these discussions and negotiations unless and until the Companys Board of Directors has approved a specific alternative or transaction or otherwise determined that further disclosure is appropriate.
As the Company has previously disclosed, on August 31, 2018, the Company borrowed $50 million under the Loan Agreement, and repaid $32.5 million of outstanding borrowings under its prior loan agreement, plus accrued interest and fees, and retained the balance of the borrowings for general corporate purposes. As a result, the Company currently has no borrowing availability under the Loan Agreement, and as of September 30, 2018, had approximately $25.4 million of cash on hand. The Company is continuing to pay suppliers and trade creditors and fund current operations on an ongoing basis.
As the Company has previously disclosed, the Company has retained Seaport Global Securities as its financial advisor and Porter Hedges LLP as its legal advisor to assist the Board of Directors and management team in analyzing and evaluating the various alternatives with respect to its capital structure.
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 and Louisiana. PetroQuests common stock trades on the OTCQX market under the symbol PQUE.
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 our ability to identify, evaluate and complete any alternative or transaction with respect to our capital structure and financial position and to refinance or restructure our indebtedness; the impact of the announcement of our review of such alternatives or transactions on our business, including our financial and operating results, or our employees, suppliers and customers; the potential need to seek bankruptcy protection; our indebtedness and the significant amount of cash required to service our indebtedness, including the August 15, 2018 cash interest payment on the 2021 notes and the 2021 PIK notes; our estimate of the sufficiency of our existing capital sources to fund our exploration and development activities and to service our indebtedness, including the August 15, 2018 cash interest payment on the 2021 notes and the 2021 PIK notes; the volatility of oil and natural gas prices; our receipt of a cash refund with respect to our offshore bonds and the timing and amount of the same; our ability to hedge future production to reduce our exposure to price volatility in the current commodity pricing market; our ability to raise additional capital to fund cash requirements for future operations and to service our indebtedness; our ability to fund and execute our Cotton Valley and Austin Chalk development programs as planned; our ability to increase recoveries in the Austin Chalk formation and to increase our overall oil production as planned; our estimates with respect to fracked Austin Chalk wells in Louisiana, including production, EURs and costs; our estimates with respect to production, reserve replacement ratio and finding and development costs; our responsibility for offshore decommissioning liabilities for offshore interests we no longer own; our ability to find, develop and produce oil and natural gas reserves that are economically recoverable and to replace reserves and sustain and/or increase production; ceiling test write-downs resulting, and that could result in the future, from lower oil and natural gas prices; our ability to fund our capital needs and respond to changing conditions imposed by our multi-draw term loan facility and restrictive debt covenants; approximately 43% of our production being exposed to the additional risk of severe weather, including hurricanes, tropical storms and flooding, and natural disasters; losses and liabilities from uninsured or underinsured drilling and operating activities; changes in laws and governmental regulations as they relate to our operations; the operating hazards attendant to the oil and gas business; the volatility of our common stock price; and the limited trading market for our common stock. In particular, careful consideration should be given to cautionary statements made in the various reports the Company has filed with the SEC. The Company undertakes no duty to update or revise these forward-looking statements. 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.
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