PostRock Energy Corp

Filed for Chapter 11 in Oklahoma on 1 April 2016, explicitly for an orderly wind-down and sale of everything, with the Constellation holding company put into Chapter 7 liquidation. All five directors resigned on the appointment of a trustee, and the company told shareholders outright that they would lose their entire investment. Unlike the leverage-driven failures of the previous decade, this one the company blamed on the collapse in oil prices and persistently low gas prices, and the record supports it: three borrowing-base cuts in eleven months took the facility from $176 million to $39 million while the debt stayed put. Ends the corporate line that ran from Quest Resource through the 2010 recombination.

bankruptcy or receivership

Closed the Jericho Buckmanville sale for $12.9 million and paid it to the lenders. The last completed transaction before the company filed for bankruptcy three months later.

material agreement

Agreed to sell Oklahoma assets to Jericho Buckmanville Oil for $13 million, all of it going to the banks, as the first outcome of the strategic review Evercore had been running since early 2015. Against a $37 million borrowing-base shortfall it was never going to be enough.

material agreement

The November redetermination halved the borrowing base again, from $76 million to $39 million, against $76.2 million drawn: a $37.2 million shortfall the company had thirty days to explain how it would cover. The lenders named the causes plainly as falling oil and gas prices, expiring hedges and depletion. This is the moment the crash becomes terminal.

material agreement

PostRock Energy Corp's exchange filed to remove a class of its securities from listing.

listing compliance notice

Nasdaq confirmed the delisting after the company declined both to file a compliance plan and to withdraw voluntarily, with trading suspended from 9 September 2015. A third deficiency, on free-float market value below $5 million, arrived in the same week. PSTR moved to the pink sheets with no guarantee a market maker would quote it.

listing compliance notice

Nasdaq said equity had fallen below the $10 million minimum, and the company replied that it would not even file a plan to fix it and expected to be delisted to the over-the-counter market. Giving up the listing without a fight, three months before the final borrowing-base cut.

listing compliance notice

The May borrowing-base redetermination cut the facility to $76 million and left a $10.38 million shortfall to be cleared by December, with no ability to redraw anything repaid. The first crash-driven cut of the cycle, and the company was now selling assets and hedges simply to stay inside its own credit limit.

material agreement

Voided five years of accounts, from the September 2010 quarter through September 2014, because White Deer's preferred stock had been shown as temporary equity when it should always have been a liability. The error flowed from the same cashless-exercise feature that let the warrants and preferred interact, and it turns years of reported results more negative, though it does not change equity, per-share figures or cash. A second restatement for a company whose predecessor had already restated 2005 to 2008.

financial restatement

A second Nasdaq notice within a month: the market value of shares not held by insiders had fallen below $15 million. With White Deer holding most of the stock, the free float was too small to meet the exchange's minimum regardless of what the business did.

listing compliance notice

Nasdaq warned that the shares had traded under $1 for thirty straight days, giving until May 2015 to recover. The company had already called a shareholder meeting to approve a ten-for-one reverse split, an admission that the price would not recover on its own.

listing compliance notice

Swapped $35.0 million of White Deer's redeemable preferred, due for cash redemption in 2018, for 32.1 million new shares at $1.09. It removed a hard cash obligation from a company that could not have met it, at the cost of handing the fund 43.1 million shares outright; $5,075 of preferred still remained.

capital raising announcement

Settled the Delaware lawsuit it had brought over its Constellation Energy Partners stake, agreeing a $21.6 million target recovery: it sold its Class A units to Sanchez Energy Partners immediately for $7.3 million and would sell the remaining 5.5 million Class B units through the year, with Sanchez covering up to $5 million of any shortfall. An orderly exit from a three-year, roughly $24 million attempt to control a partnership it never got control of.

material agreement

Bought back the accumulated dividend warrants: White Deer gave up warrants over 22.2 million shares, struck at an average $3.23 and far out of the money with the stock at $1.31, for 1.1 million shares. It cut the fund's fully diluted stake from about 69% to 57% and its voting power from 64% to 51%, the first reduction since 2010, though it stayed in control.

capital raising announcement

Agreed to buy about 22,000 net acres of producing oil leasehold in central Oklahoma from West Star and Shalco for $10 million, mostly paid in 4.5 million of its own shares. Its first real acquisition of oil rather than gas assets, and it was buying with paper because it had no cash to spare.

asset acquisition disposition

Sold the KPC pipeline, its entire midstream segment and 1,120 miles of interstate gas line, to MV Pipelines for $53.5 million cash plus up to $4 million of earn-outs, with the proceeds going straight to the banks. This is the sale the June credit amendment had demanded; it cut the borrowing base to $120 million and left about $15.7 million of headroom. The pipeline half of the 2010 merger was now gone.

asset acquisition disposition

The lenders cut the borrowing base again, to $176 million against $166.5 million drawn, and tightened the screws: a 1.5% penalty rate on borrowings above a $120 million target, a $1 million monthly reduction in the base, and new liens on the KPC interstate pipeline and the Constellation units. The company had $0.3 million of cash. If it could not sign a sale agreement for the pipeline by a set date, White Deer was contractually on the hook for another $7.5 million of equity to pay the banks down.

material agreement

White Deer put in a further $7.5 million for 2.2 million shares at $3.44, and the filing also records that the December preferred dividend was paid not in cash but in more warrants and voting preferred stock. Its 12% coupon was compounding into ever more of the company rather than leaving the building as cash, which is the mechanism by which its ownership climbs towards 70%.

capital raising announcement

Spent another $6.0 million cash buying 2.79 million more Constellation Energy Partners units, lifting its stake to 26.4% of the votes. Having failed to buy control outright in August, it was accumulating towards it instead, in a partnership it did not operate, while its own credit facility was under pressure.

material agreement

The June deal was cancelled by mutual agreement after Constellation Energy Partners' board said its Delaware counsel had barred it from discussing approval while the deal stood. PostRock instead bought the management company, holding 14.9% of the votes, for $6.6 million cash, 1 million shares and warrants. No termination fees were paid.

asset acquisition disposition

Agreed to buy Constellation Energy's entire stake in Constellation Energy Partners, a listed gas partnership, for $11.25 million cash plus $11.25 million in stock and warrants. The attraction was control: the package included every Class A, C and D interest, which carried the management rights, alongside 24.5% of the ordinary units.

asset acquisition disposition

Completed the Magnum Hunter sale for $39.6 million after adjustments, and $12.1 million of the cash plus 3.0 million of the Magnum Hunter shares went straight to Royal Bank of Canada to release its liens, cutting that term loan to $13.3 million. The asset sale was in substance a debt repayment; the company kept very little of the proceeds.

asset acquisition disposition

Agreed to sell its West Virginia oil and gas properties to Magnum Hunter's Triad Hunter subsidiary for $39.75 million, half cash and half in 3.2 million Magnum Hunter shares, in two closings. Retreating from the Appalachian assets the Quest group had bought in 2008 to concentrate on the Cherokee Basin gas business.

material agreement

Sold control to private equity: White Deer Energy put in $60 million for preferred stock paying a 12% compounding dividend, mandatory redemption in seven and a half years, and warrants that could take it to about 70% of the common at $3.15 a share. It was the rescue the over-levered post-merger balance sheet needed, but it made an outside fund both the company's largest owner and the holder of a redeemable claim ahead of every ordinary shareholder.

capital raising announcement

Bought three more months on the $8 million revolver at the services subsidiary, pushing its maturity to October 2010, and separately agreed to settle the securities class actions and derivative suits arising from the Quest-era misconduct for about $1.4 million. The litigation left over from the Jerry Cash affair was finally being priced and closed out.

material agreement

Royal Bank of Canada, as agent, cut the Quest Cherokee credit facility's borrowing base to $125 million against $138.6 million drawn, a $13.6 million deficiency. The company said it intended to repay it in two equal monthly installments from cash on hand.

debt financing

The three-way recombination closed on 5 March 2010: Quest Resource Corporation, Quest Energy Partners and Quest Midstream all became subsidiaries of the new PostRock Energy Corporation, and trading began on Nasdaq as PSTR. Former Quest Midstream unitholders took 44% of the new company, Quest Energy unitholders 33% and Quest Resource shareholders just 23%, so the public company that emerged from the Jerry Cash misappropriation scandal and the 2005-2008 restatement was owned mostly by the pipeline side. David Lawler stayed as chief executive and Eddie LeBlanc as finance chief.

business combination

Nasdaq certified PostRock Energy Corp's securities for listing, clearing them to begin trading.

listing compliance notice

Amendment No. 4 to the registration statement for the planned recombination of Quest Resource (QRCP), Quest Energy Partners (QELP) and Quest Midstream Partners (QMLP) under a new company, PostRock Energy Corporation. The filing says all three entities are in difficult economic circumstances and that the boards believe recombining improves their ability to avoid bankruptcy. It sets expected ownership at about 23% for former QRCP stockholders, 33% for former QELP unitholders (other than QRCP) and 44% for former QMLP unitholders, with votes at QRCP and QELP meetings on 9 March 2010 and a planned Nasdaq listing as 'PSTR'. The terms continue the earlier S-4 drafts; the text provided shows no change in the percentages.

business combination

PostRock Energy Corporation, a new Delaware company, first filed to register up to 8,055,000 shares to recombine Quest Resource (QRCP), Quest Energy Partners (QELP) and Quest Midstream Partners (QMLP). Afterwards former QRCP holders would own about 23%, QELP holders (other than QRCP) about 33% and QMLP holders about 44%, and the boards say the three companies are in difficult economic circumstances and that recombining would substantially enhance their ability to avoid bankruptcy. Shares are expected to list on Nasdaq as 'PSTR'; meeting dates were still blank.

business combination