Quest Resource Corporation (Nasdaq:QRCP – News; “QRCP”), Quest Energy Partners, L.P. (Nasdaq:QELP – News; “QELP”) and Quest Midstream Partners, L.P. (“QMLP”) have entered into a definitive merger agreement (the “Agreement”) pursuant to which the three companies would recombine. The recombination would be effected by forming a new, yet to be named, publicly-traded corporation (which we refer to as “NewGasCo” in this press release) that, through a series of mergers and entity conversions (collectively, the “Merger”), would wholly-own all three entities. The Agreement follows the execution of a non-binding letter of intent by the three Quest entities that was publicly announced on June 3, 2009.
NewGasCo’s strategy will be to create shareholder value through the efficient development of unconventional resource plays, including coalbed methane in the Cherokee Basin of southeast Kansas and northeast Oklahoma and the Marcellus Shale in the Appalachian Basin. NewGasCo will remain focused on reducing operating and overhead costs and anticipates significant first year overhead cost savings, primarily as the result of the simplified structure.
While the Quest entities anticipate completion of the Merger before year-end, it remains subject to the satisfaction of a number of conditions, including, among others, the arrangement of one or more satisfactory credit facilities for NewGasCo, the approval of the transaction by the stockholders of QRCP and the unitholders of QELP and QMLP, and consents from each entity’s existing lenders. There can be no assurance that these conditions will be met or that the Merger will occur.
QRCP has, subject to certain conditions, agreed to vote the common and subordinated units of QELP and QMLP it owns in favor of the Merger and the holders of approximately 43% of the common units of QMLP have, subject to certain conditions, agreed to vote their common units in favor of the Merger.
Under the terms of the Agreement, each share of QRCP would be exchanged for 0.0575 shares of NewGasCo common stock, each common unit of QELP (other than those owned by QRCP) would be exchanged for 0.2859 shares of NewGasCo common stock, and each common unit of QMLP would be exchanged for 0.4033 shares of NewGasCo common stock. Upon completion of the Merger, the equity of NewGasCo 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 NewGasCo will be comprised of nine directors, which will include three existing independent directors of the board of directors of the general partner of QELP, three existing directors of the board of directors of the general partner of QMLP, two existing independent directors of the board of directors of QRCP, and the 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 of NewGasCo’s board of directors at closing. David C. Lawler, current President and Chief Executive Officer of each Quest entity, is expected to serve as President and Chief Executive Officer of NewGasCo at closing and, in turn, will be a member of the board of directors of NewGasCo.
Stifel, Nicolaus & Company, Incorporated rendered its opinion to the conflicts committee of QELP’s general partner that the exchange ratio to be utilized to exchange the QELP common units in the Merger is fair, from a financial point of view to the holders of QELP common units (other than QRCP, the general partner of QELP and their respective affiliates). Mitchell Energy Advisors, LLC rendered its opinion on the fairness, from a financial point of view, of the merger consideration to be received by QRCP stockholders to the board of directors of QRCP. Morgan Stanley is acting as financial advisor to the board of directors of QMLP’s general partner in connection with the merger. Berenson & Company has been engaged by each Quest entity to act as their financial advisor in restructuring their current debt obligations into a form satisfactory for NewGasCo. Mayer Brown LLP is serving as legal advisor to the Conflicts Committee of QELP’s general partner, Stinson Morrison Hecker LLP is serving as legal advisor for QRCP, and Baker Botts LLP is serving as legal advisor to QMLP.