Item 1.01
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Entry into a Material Definitive Agreement.
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As previously reported by PetroQuest Energy, Inc. (PetroQuest, the Company, we, our, and
us) on November 6, 2018 (the Petition Date), the Company, PetroQuest Energy, L.L.C. (PQE) and certain of our wholly-owned direct and indirect subsidiaries (collectively, the Debtors) filed
voluntary petitions (the Petition, and the cases commenced thereby, the Chapter 11 Cases) seeking relief under Chapter 11 of Title 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for Southern
District of Texas (the Court) to pursue a Chapter 11 plan of reorganization (the Plan) under the caption In re
PetroQuest Energy Inc., et. al
(Case
No. 18-36322).
As previously reported, on November 6, 2018, the Company entered into a Restructuring Support Agreement (as amended, the
Restructuring Support Agreement) with (i) holders (the 2021 Noteholders) of 81.83% of our 10% Second Lien Secured Senior Notes due 2021 (the 2021 Notes) issued under that certain Indenture dated as of
February 17, 2016, among PetroQuest, the Subsidiary Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee and collateral trustee thereunder, (ii) holders (the 2021 PIK Noteholders and, together
with the 2021 Noteholders, the Supporting Noteholders) of 84.76% of our 10% Second Lien Senior Secured PIK Notes due 2021 (the 2021 PIK Notes) issued under that certain Indenture dated as of September 27, 2016, among
PetroQuest, the Subsidiary Guarantors (as defined therein) and Wilmington Trust, National Association, as indenture trustee and collateral trustee thereunder, and (iii) lenders, or investment advisors or managers for the account of the lenders
(collectively, and any successors or permitted assigns that become party thereto, the Supporting Lenders and collectively with the Supporting Noteholders, the Supporting Parties) under our multi-draw term loan agreement, by
and among PQE, PetroQuest, Wells Fargo Bank, National Association, as administrative agent, and lenders holding Term Loans (as defined therein) party thereto from time to time. Capitalized terms used but not otherwise defined herein shall have the
meanings given to such terms in the Restructuring Support Agreement.
The Restructuring Support Agreement contains certain milestones for
progress of the Chapter 11 Cases (the Milestones). On December 18, 2018, the Debtors entered into the First Amendment to the Restructuring Support Agreement by and among the Debtors and the Supporting Parties party thereto (the
RSA Amendment). Pursuant to the RSA Amendment, the Milestone by which (i) the Court shall enter an amended Final Cash Collateral Order was set for December 31, 2018, (ii) the Company shall have filed amended versions of the
Plan and Disclosure Statement was set for January 3, 2019, (iii) the Court shall enter an order finally approving the disclosure statement with respect to the Plan was set for January 7, 2019, (iv) the Confirmation Order shall be
entered by the Court was extended from December 21, 2018 to January 31, 2019 and (v) the Effective Date shall occur was extended from December 31, 2018 to February 8, 2019. The definition of a Company Termination
Event was also amended to extend the date by which the Effective Date shall occur from December 31, 2018 to February 8, 2019.
In connection with the RSA Amendment, on December 20, 2018, the Company filed the Debtors First Amended Chapter 11 Plan of
Reorganization (the First Amended Plan) and the Second Amended Disclosure Statement (the Second Amended Disclosure Statement and together with the First Amended Plan, the Revised Plan and Disclosure Statement)
with the Court.
The Revised Plan and Disclosure Statement provide, among other things, for the modification of the treatment of certain
claims and interests under the Revised Plan. Under the Revised Plan:
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Holders of claims relating to the 2021 Notes will be allowed in the aggregate amount of $9,427,000, plus any
accrued and unpaid interest thereon payable through the Petition Date. Each holder of 2021 Notes will receive (i) its
pro rata
share of 100% of the common stock in the reorganized
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