Quest Resource Announces Commencement of Public Offering of Common Stock
June 24 2008 - 8:00AM
Marketwired
OKLAHOMA CITY, OK ("Quest") announced today that it has
commenced, subject to market conditions, an underwritten public
offering of approximately 8.4 million shares of its common stock,
par value $0.001 per share. Quest also intends to grant the
underwriters a 30-day option to purchase up to approximately 1.26
million additional shares to satisfy any over-allotments.
Quest intends to use approximately $70 million of the net
proceeds from this offering to fund a portion of the previously
announced $140 million acquisition, subject to closing adjustments,
of privately held PetroEdge Resources (WV) LLC ("PetroEdge"). The
remainder of the purchase price will be paid with the proceeds from
the sale to Quest Energy Partners, L.P. (NASDAQ: QELP) of
PetroEdge's interest in wellbores and related assets associated
with proved developed producing and proved developed non-producing
reserves for $70 million, subject to closing adjustments. Quest
intends to use the remaining portion of the net proceeds of the
offering, plus the net proceeds from a $35 million term loan to
refinance the company's existing revolving credit facility, to pay
fees and expenses related to the PetroEdge acquisition, and for
general corporate purposes, including drilling and development
activities. If the PetroEdge acquisition is not consummated after
this offering, the proceeds of the offering will be used for
general corporate purposes.
RBC Capital Markets and KeyBanc Capital Markets are serving as
joint book-running managers for the offering. Johnson Rice &
Company L.L.C., Stifel Nicolaus, Friedman Billings Ramsey, and
Wells Fargo Securities will act as co-managers for the
offering.
The offering is being made only by means of a prospectus and
related prospectus supplement, which will be filed with the
Securities and Exchange Commission. A copy of the prospectus and
prospectus supplement relating to the offering may be obtained from
the offices of: RBC Capital Markets Corporation, 3 World Financial
Center, 200 Vesey Street, 8th Floor, New York, NY 10281, Attn:
Equity Syndicate, Fax: (212) 428-6260, or KeyBanc Capital Markets
Inc., Attn: Prospectus Delivery Department, 800 Superior Avenue,
17th Floor, Cleveland, Ohio 44114, phone: (216) 563-2018.
This announcement is neither an offer to sell nor a solicitation
of an offer to buy any of these securities and shall not constitute
an offer, solicitation or sale in any jurisdiction in which such
offer, solicitation or sale is unlawful.
About Quest Resource Corporation
Quest Resource Corporation is an integrated E&P company that
owns 100% of the general partner and a 57% limited partner interest
in Quest Energy Partners, L.P. and 85% of the general partner and a
36% limited partner interest in Quest Midstream Partners, L.P.
Quest Resource operates and controls Quest Energy Partners and
Quest Midstream Partners through its ownership of their general
partners. For more information, visit the Quest Resource website at
www.qrcp.net.
Quest Energy Partners, L.P. was formed by Quest Resource
Corporation to acquire, exploit and develop natural gas and oil
properties and to acquire, own, and operate related assets. The
partnership owns more than 2,300 wells and is the largest producer
of natural gas in the Cherokee Basin, which is located in southeast
Kansas and northeast Oklahoma and holds a drilling inventory of
nearly 2,100 locations. For more information, visit the Quest
Energy Partners website at www.qelp.net.
Quest Midstream Partners, L.P. was formed by Quest Resource
Corporation to acquire and develop transmission and gathering
assets in the midstream natural gas and oil industry. The
partnership owns approximately 2,000 miles of natural gas gathering
pipelines and over 1,100 miles of interstate natural gas
transmission pipelines in Oklahoma, Kansas, and Missouri. For more
information, visit the Quest Midstream Partners website at
www.qmlp.net.
Forward-Looking Statements and Disclaimer
Opinions, forecasts, projections or statements other than
statements of historical fact, are forward-looking statements that
involve risks and uncertainties. Forward-looking statements in this
announcement are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Although Quest
believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such
expectations will prove to be correct. In particular, the forward
looking statements made in this release are based upon a number of
financial and operating assumptions that are subject to a number of
risks, including satisfaction of the conditions to closing
contained in the PetroEdge purchase agreement, the ability of Quest
and Quest Energy to finance the purchase of the PetroEdge assets,
the condition of the capital markets in the U.S., the negotiation
of a definitive purchase agreement relating to Quest Energy's
acquisition of PetroEdge's interest in wellbores and related assets
associated with the proved developed producing and proved developed
non-producing reserves, the uncertainty involved in exploring for
and developing new natural gas reserves, the sale prices of natural
gas and oil, labor and raw material costs, the availability of
sufficient capital resources to carry out the anticipated level of
new well development and construction of related pipelines,
environmental issues, weather conditions, competition and general
market conditions. Actual results may differ materially due to a
variety of factors, some of which may not be foreseen by Quest.
These risks, and other risks are detailed in Quest's filings with
the Securities and Exchange Commission, including risk factors
listed in Quest's latest annual report on Form 10-K and other
filings with the Securities and Exchange Commission. You can find
Quest's filings with the Securities and Exchange Commission at
www.qrcp.net or at www.sec.gov. By making these forward-looking
statements, Quest undertakes no obligation to update these
statements for revisions or changes after the date of this
release.
Company Contact: Jack Collins Investor Relations Phone: (405)
702-7460 Website: www.qrcp.net
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