LAFAYETTE, La., Sept. 9, 2016 /PRNewswire/ -- PetroQuest
Energy, Inc. (NYSE: PQ) announced today the early participation
results of its previously announced private exchange offers (the
"Exchange Offers") and consent solicitation (the "Consent
Solicitation") to Eligible Holders (as defined below) for its
outstanding 10% Senior Notes due 2017 (CUSIP No. 716748 AA6) (the
"2017 Notes") and its outstanding 10% Second Lien Senior Secured
Notes due 2021 (CUSIP 716748 AE8 / U7167U AB0) (the "2021 Notes"
and together with the 2017 Notes, the "Old Notes") for up to (i)
$280.295 million aggregate principal
amount of its newly issued 10% Second Lien Senior Secured PIK Notes
due 2021 (the "New Notes"), and (ii) 3,517,000 shares of its common
stock (the "Shares"). In the Consent Solicitation, the Company is
soliciting consents from the holders of the 2021 Notes to adopt
certain amendments to the indenture governing the 2021 Notes (the
"2021 Notes Indenture") and the registration rights agreement with
respect to the 2021 Notes (the "2021 Registration Rights
Agreement").
As of 5:00 p.m., New York City time, on September 8, 2016 (the "Initial Early Tender
Date"), approximately $240.5 million
in aggregate principal amount of the Old Notes, representing 85.8%
of the outstanding aggregate principal amount of the Old Notes, had
been validly tendered (and not validly withdrawn), and holders of
approximately $127.5 million in
aggregate principal amount of the 2021 Notes, representing 88.1% of
the outstanding aggregate principal amount of the 2021 Notes had
consented to the amendments to the 2021 Notes Indenture and 2021
Registration Rights Agreement.
PetroQuest also announced today that it has extended the Initial
Early Tender Date to 5:00 p.m.,
New York City time, on
September 13, 2016 (as extended, the
"Early Tender Date"). All other terms of the Exchange Offers
and Consent Solicitation, as previously announced, will remain
unchanged.
Withdrawal rights expired on September 8,
2016 at 5:00 p.m.,
New York City time. Accordingly,
Eligible Holders who have previously tendered their Old Notes can
no longer validly withdraw those notes from the Exchange Offers and
Consent Solicitation, except to the extent required by law.
For each $1,000 principal amount
of Old Notes validly tendered and not validly withdrawn prior to
the Early Tender Date, Eligible Holders will be eligible to receive
the "Total Exchange Consideration" set forth in the table below,
which includes the "Early Tender Premium." For each $1,000 in principal amount of the Old Notes
validly tendered after the Early Tender Date, Eligible Holders will
be eligible to receive only the "Exchange Consideration" set forth
in the table below.
The following table sets forth the exchange consideration for
the Old Notes:
Title/CUSIP
Number of Old
Notes
|
Maturity
Date
|
Aggregate
Principal Amount
Outstanding
|
Exchange
Consideration(1)
|
Early Tender
Premium(1)
|
Total Exchange
Consideration(1)(2)
|
10% Senior Notes due
2017 / 716748 AA6
|
September 1,
2017
|
$135.6
million
|
$1,000 principal
amount of New Notes
|
Portion of 3,517,000
shares of common stock on a pro rata basis with all Eligible
Holders who validly tender 2017 Notes and 2021 Notes prior to the
Early Tender Date, rounded down to the nearest whole
share(3)
|
$1,000 principal
amount of New Notes and portion of 3,517,000 shares of common stock
on a pro rata basis with all Eligible Holders who validly tender
2017 Notes and 2021 Notes prior to the Early Tender
Date(3)
|
10% Second Lien
Senior Secured Notes due 2021 / 716748 AE8 / U7167U AB0
|
February 15,
2021
|
$144.7
million
|
$1,000 principal
amount of New Notes
|
Portion of 3,517,000
shares of common stock on a pro rata basis with all Eligible
Holders who validly tender 2017 Notes and 2021 Notes prior to the
Early Tender Date, rounded down to the nearest whole
share(3)
|
$1,000 principal
amount of New Notes and portion of 3,517,000 shares of common stock
on a pro rata basis with all Eligible Holders who validly tender
2017 Notes and 2021 Notes prior to the Early Tender
Date(3)
|
________________
|
(1) For each
$1,000 principal amount of Old Notes accepted for
exchange.
|
(2) Includes
Early Tender Premium.
|
(3) Assuming the valid tender (without
valid withdrawal) of 100% of the total combined outstanding
aggregate principal amount of the Old Notes prior to the Early
Tender Date, each Eligible Holder would receive approximately
12.547495 shares of common stock for each $1,000 principal amount
of Old Notes accepted for exchange, with the total aggregate amount
of shares of common stock received by each such Eligible Holder
rounded down to the nearest whole share. Assuming the valid
tender (without valid withdrawal) of 90% of the total combined
outstanding aggregate principal amount of the Old Notes prior to
the Early Tender Date, each Eligible Holder would receive
approximately 13.941661 shares of common stock for each $1,000
principal amount of Old Notes accepted for exchange, with the total
aggregate amount of shares of common stock received by each such
Eligible Holder rounded down to the nearest whole share.
|
The Exchange Offers and Consent Solicitation are being made upon
the terms and subject to the conditions set forth in the
Confidential Offering Memorandum and Consent Solicitation Statement
(the "Offering Memorandum") and related letter of transmittal and
consent (the "Letter of Transmittal"), each dated August 25, 2016.
The Exchange Offers and Consent Solicitation will expire at
11:59 p.m., New York City time, on September 22,
2016, unless extended (the "Expiration Date"). The closing of
the Exchange Offers and Consent Solicitation is subject to, and
conditioned upon, the satisfaction or waiver of conditions set out
in the Offering Memorandum and Letter of Transmittal, including,
among other things, the valid tender (without valid withdrawal) of
at least 90% of the total combined outstanding aggregate principal
amount of the 2017 Notes and the 2021 Notes, subject to
PetroQuest's right to amend or terminate the Exchange Offers and
Consent Solicitation prior to the Expiration Date. The
Company has entered into support agreements with certain
institutional holders, representing approximately 80% of the total
aggregate principal amount of the Old Notes, in favor of the
Exchange Offers and Consent Solicitation, which support agreements
will not become effective until support agreements have been
executed by holders that collectively hold no less than 87% of the
total aggregate principal amount of the Old Notes.
The New Notes and the Shares have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or with
any securities regulatory authority of any State or other
jurisdiction. The New Notes and the Shares may not be offered or
sold in the United States or to or
for the account or benefit of any U.S. persons except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. The Exchange
Offers will be made, and the New Notes and the Shares are being
offered and will be issued, only to holders of Old Notes (1) in
the United States, who are
"qualified institutional buyers" as defined in Rule 144A under the
Securities Act ("QIBs"), in a private transaction in reliance upon
the exemption from the registration requirements of the Securities
Act provided by Section 4(a)(2) thereof and (2) outside
the United States, who are persons
other than U.S. persons as defined in Rule 902 under the Securities
Act in offshore transactions in compliance with Regulation S under
the Securities Act. The complete terms and conditions of the
Exchange Offers and Consent Solicitation, as well as the terms of
the New Notes and the Shares, are described in the Offering
Memorandum and Letter of Transmittal, copies of which may be
obtained by "Eligible Holders" by contacting D.F. King & Co., Inc., the information agent
for the Exchange Offers and Consent Solicitation, at 48 Wall
Street, 22nd Floor, New York, New
York 10005, (212) 269-5550 (collect) or (800) 848-3409
(toll free) or via the following website:
http://www.dfking.com/petroquest.
This news release does not constitute an offer to purchase the
New Notes or the Shares or a solicitation of Consents to amend the
2021 Notes Indenture or the 2021 Registration Rights Agreement. The
Exchange Offers and Consent Solicitation are made solely pursuant
to the Offering Memorandum and Letter of Transmittal. The Exchange
Offers and Consent Solicitation are not being made to holders of
Old Notes in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities, blue sky or
other laws of such jurisdiction.
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, Louisiana and the shallow waters of the
Gulf of Mexico. PetroQuest's
common stock trades on the New York Stock Exchange under the ticker
PQ.
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 the Company 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 successfully consummate the Exchange Offers and
Consent Solicitation; the timing of the settlement and the size of
the Exchange Offers and Consent Solicitation; our ability to
successfully close the previously disclosed commitment facility or
receive any proceeds from draws thereunder; the sufficiency of our
current liquidity; the expected payment of the interest due on the
2017 Notes prior to the end of the 30-day grace period for payment
of interest under the indenture governing the 2017 Notes; our
ability to comply with the forbearance agreement with the lender
under the Company's senior secured bank credit facility; the
volatility of oil and natural gas prices and significantly
depressed oil prices since the end of 2014; our indebtedness and
the significant amount of cash required to service our
indebtedness; our ability to improve our liquidity position and
refinance or restructure our indebtedness, including the 2017 Notes
and the 2021 Notes; the potential need to sell assets or seek
bankruptcy protection; our estimate of the sufficiency of our
existing capital sources, including availability under our bank
credit facility and the result of any borrowing base
redetermination; our ability to post additional collateral to
satisfy our offshore decommissioning obligations; our ability to
hedge future production to reduce our exposure to price volatility
in the current commodity pricing market; ceiling test write-downs
resulting, and that could result in the future, from lower oil and
natural gas prices; our ability to raise additional capital to fund
cash requirements for future operations; limits on our growth and
our ability to finance our operations, fund our capital needs and
respond to changing conditions imposed by our bank credit facility
and restrictive debt covenants; our ability to find, develop and
produce oil and natural gas reserves that are economically
recoverable and to replace reserves and sustain production;
approximately 50% 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 stock price; and our ability to
meet the continued listing standards of the New York Stock Exchange
with respect to our common stock or to cure any deficiency with
respect thereto. 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.
Click here for more information:
"http://www.petroquest.com/news.html?=BizID=1690&1=1"
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/petroquest-energy-announces-results-of-the-exchange-offers-and-consent-solicitation-as-of-the-early-tender-date-and-extension-of-the-early-tender-date-300325344.html
SOURCE PetroQuest Energy, Inc.