Each one in plain English, with the numbers worked through for a shareholder.
3 May 2013material agreement▼ BadMajor
As part of the Tokyo Gas deal, Quicksilver's lenders slashed its global borrowing base from $850 million to $350 million, cut the minimum interest-coverage covenant to as low as 1.10x through 2014, capped senior secured leverage at 2.0x, allowed up to $800 million of new second-lien debt, and raised borrowing costs and collateral requirements -- the clearest borrowing-base redetermination of the crisis, resetting credit around a much smaller company.
Quicksilver agreed to sell 25% of its core Fort Worth Basin (Barnett Shale) assets to Tokyo Gas subsidiary TG Barnett Resources for $485 million cash -- monetizing a slice of its flagship asset to raise cash as its credit and accounting problems mounted.
The NYSE notified Quicksilver on March 19, 2013 that it had not timely filed its 2012 10-K, but its shares stayed listed. The company filed the 10-K on March 22, restating 2012 results to a full-year net loss of $2.4 billion.
Quicksilver said it would restate its first three 2012 quarters after finding 15 of its 2012 hedges lacked the documentation required for hedge accounting, forcing large swings into earnings -- roughly $255 million, $208 million and $4 million of added impairment in Q1-Q3 respectively -- on top of preliminary Q4/full-year 2012 results already flagged as incomplete. A serious, recurring accounting-controls failure, not a one-off correction.
8 Mar 2013security holder rights change● NeutralMajor
Quicksilver cut its poison pill's exercise price from $180 to $10 per one-thousandth of a preferred share and extended it from March 2013 to March 2016. It also tightened the exemption for the Darden family and related entities, which stay exempt only if their combined ownership percentage does not rise.
Southeastern Asset Management, Inc. I.D. No, Longleaf Partners Small-Cap Fund I.D. No, O. Mason Hawkins I.D. No. XXX-XX-XXXX reported a QUICKSILVER RESOURCES INC shareholding of 24,845,000 shares (14.40% of votes) in a periodic institutional filing.
Quicksilver amended its September 2012 report on the SWEPI agreement (the Shell subsidiary deal for the Sand Wash Basin joint venture) only to add exhibits to the agreement, which remain partly redacted under a confidential treatment request. No new terms, figures or business developments are reported.
Quicksilver formed a 50/50 joint venture with Shell subsidiary SWEPI to jointly develop over 850,000 acres in Colorado's Sand Wash Basin -- a new growth area -- while also announcing reduced letter-of-credit obligations to NOVA Gas Transmission on the Horn River pipeline project.
Quicksilver Energy, L.P, Pennsylvania Management, LLC, Glenn Darden, Thomas F. Darden, Anne Darden Self reported a QUICKSILVER RESOURCES INC shareholding of 39,843,621 shares (23.00% of votes) in a periodic institutional filing.
Quicksilver pushed back the target in-service date for its Horn River pipeline with NOVA Gas Transmission by more than a year, from May 2014 to August 2015, and restructured the schedule of letters of credit backing the project (rising to C$296.8 million by September 2014) -- a sign the Horn River build-out was slowing as gas prices stayed weak.
Quicksilver's audit committee declined to reappoint Deloitte & Touche as its auditor and hired Ernst & Young instead, after material weaknesses in its financial reporting controls were disclosed in its 2011 10-K and first two 2012 10-Qs -- confirming the accounting problems behind the earlier late filing.
QUICKSILVER RESOURCES INC shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
The NYSE notified Quicksilver it had missed the deadline to file its 2011 annual report and was now under the exchange's late-filer procedures; Quicksilver said it expected to file within about a month, and its shares stayed listed -- the first real sign of the accounting problems that would soon cost it its auditor.
Southeastern Asset Management, Inc. I.D. No, Longleaf Partners Small-Cap Fund I.D. No, O. Mason Hawkins I.D. No. XXX-XX-XXXX reported a QUICKSILVER RESOURCES INC shareholding of 17,560,000 shares (10.30% of votes) in a periodic institutional filing.
Quicksilver amended and restated its U.S. and Canadian credit agreements, which dated from September 2011, with an initial combined borrowing base of $1.075 billion ($775 million U.S., $300 million Canadian). The base is redetermined semi-annually against engineering reports.
Quicksilver formed a 50/50 midstream joint venture with private equity firm KKR (the Fortune Creek Partnership) to build gas-gathering infrastructure for its Horn River Basin production, receiving $125 million cash but guaranteeing at least $100 million a year of Horn River drilling spending through 2014 -- a real forward funding commitment layered on top of its existing debt.