Quest Announces Amendments to Credit Agreements, Debt Reduction, Filing of Amended PostRock S-4, and Management Additions
OKLAHOMA CITY — Quest Resource Corporation (Nasdaq:QRCP – News) (“QRCP”), Quest Energy Partners, L.P. (Nasdaq:QELP – News) (“QELP”), and Quest Midstream Partners L.P. (“QMLP”)today announced they have entered into amendments to their respective credit agreements in a manner that allows for the closing of the proposed recombination of the Quest entities. As previously announced, the recombination would be effected under the terms of a definitive merger agreement (the “Merger Agreement”) pursuant to which the entities would form a new, publicly-traded corporation that, through a series of mergers and entity conversions (collectively, the “Merger”), would wholly own all three entities. The new publicly traded entity will be named PostRock Energy Corporation (“PostRock”) and trade under the NASDAQ ticker symbol “PSTR.”
Among other terms of the amendments, the lenders agreed to waive the change of control default provisions that would have been triggered with the Merger. In addition, the maturity of all QELP and QMLP credit agreements was changed to March 31, 2011 (or July 11, 2010 if the Merger does not occur by July 10, 2010). The maturity date of QRCP’s $8 million revolving credit facility was unchanged at July 11, 2010 and the maturity of QRCP’s term loan was unchanged at January 11, 2012. None of the amendments resulted in an increase in cash interest expense and all the amendment fees were deferred to the earlier of refinancing or maturity of the respective agreements. The full amendments to each of the loan agreements were included as exhibits to PostRock’s amended registration statement on Form S-4 that was filed with the Securities and Exchange Commission (“SEC”) on December 17, 2009. Berenson & Company acted as the financial advisor to each Quest entity in restructuring their debt obligations.
David C. Lawler, President and Chief Executive Officer of QRCP, QELP, and QMLP, said, “We are pleased to announce continued progress on the recombination of the Quest entities with the amendment of each entity’s credit facility along with the filing of PostRock’s amended registration statement on Form S-4. We thank each of our lenders for their support of the recombination and look forward to obtaining QRCP shareholder and QELP unitholder support for our proposed recombination. We believe the recombination will make our organization more competitive by allowing us to further reduce costs, increase operational efficiency, and simplify our organizational structure.
In conjunction with the amendments, QELP repaid $15 million of the $160 million outstanding on its senior revolving credit facility to reduce the amount outstanding to $145 million, and QMLP repaid $3 million of the $121.7 million outstanding on its revolving loan agreement to reduce the amount outstanding to $118.7 mm. The amendments converted the QELP senior revolving credit facility and the QMLP revolving loan agreement into term loans that do not allow for additional future borrowings. The QELP amendment and principal repayment eliminated the borrowing base deficiency that resulted from QELP’s semi-annual borrowing base redetermination in November. QELP’s next regularly scheduled borrowing base redetermination will occur on May 1, 2010. QELP has $29.8 million outstanding on its second lien senior term loan that now matures on March 31, 2011 (or July 11, 2010 if the Merger does not occur by July 10, 2010). Following the repayments, QELP’s cash balance was approximately $6.7 million and QMLP’s cash balance was approximately $5.8 million.
QRCP’s current cash balance is approximately $1.25 million and its total debt balance is $34.6 million. QRCP also has $3.7 million of availability under its $8 million revolving credit facility to fund its Marcellus Shale development projects in Appalachia and pay overhead, working capital, and other corporate costs.
PostRock’s initial registration statement on Form S-4 was filed with the SEC on October 6, 2009 and an amended registration statement on Form S-4 was filed with the SEC on December 17, 2009. As more fully described in the registration statement, PostRock’s strategy will be to create shareholder value by investing capital to increase proved reserves, production, and cash flow and increasing pipeline system revenue through expanded opportunities. PostRock will remain focused on reducing operating and overhead costs and is hopeful of achieving first year overhead cost savings, primarily as the result of the simplified structure.
With lender approval obtained, the recombination remains subject to, among other things, the approval by the stockholders of QRCP and the unitholders of QELP and QMLP. QRCP has, subject to certain conditions, agreed to vote the common (representing 26% of total common units outstanding) and subordinated units (representing 100% of total subordinated units outstanding) of QELP and QMLP it owns in favor of the Merger. In addition, the holders of a majority of the common units of QMLP have, subject to certain conditions, agreed to vote their common units in favor of the Merger. QRCP and QELP plan to mail to its stockholders and unitholders a joint proxy statement/prospectus regarding the Merger after the SEC declares the PostRock registration statement effective and anticipate holding the QRCP shareholder and QELP unitholder meetings to approve the Merger in the first quarter of 2010.
Under the terms of the Merger Agreement, each share of QRCP would be exchanged for 0.0575 shares of PostRock common stock, each common unit of QELP (other than those owned by QRCP) would be exchanged for 0.2859 shares of PostRock common stock, and each common unit of QMLP would be exchanged for 0.4033 shares of PostRock common stock. Upon completion of the Merger, the equity of PostRock would be owned approximately 44% by current QMLP equity holders, approximately 33% by current QELP equity holders, and approximately 23% by current QRCP equity holders. The transaction is expected to be tax free to QRCP’s shareholders and taxable to the unitholders of QELP and QMLP.
At closing, the board of directors of PostRock will be comprised of nine directors, — three existing independent directors of the board of directors of the general partner of QELP, three independent directors nominated by the board of directors of the general partner of QMLP, two existing independent directors of the board of directors of QRCP, and David C. Lawler, President and Chief Executive Officer of the Quest entities. Gary M. Pittman, current Chairman of the board of directors of QELP, is expected to serve as Chairman.