Attached files
| file | filename |
|---|---|
| EX-10.1 - GAS GATHERING AGREEMENT - Crestwood Midstream Partners LP | exh10_1.htm |
| EX-99.1 - QUICKSILVER GAS SERVICES LP PRESS RELEASE - Crestwood Midstream Partners LP | exh99_1.htm |
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, DC
20549
_______________
FORM
8-K
CURRENT
REPORT
Pursuant to Section
13 or 15(d) of the
Securities Exchange
Act of 1934
Date of report (Date of earliest event
reported): January 4,
2010
QUICKSILVER
GAS SERVICES LP
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
001-33631
|
56-2639586
|
||
|
(State or Other Jurisdiction of
Incorporation)
|
(Commission File
Number)
|
(IRS Employer Identification
No.)
|
777 West Rosedale
Street
Fort Worth, Texas
76104
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code:
(817)
665-8620
_______________
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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| Item 1.01. |
Entry
into a Material Definitive
Agreement.
|
On
January 6, 2010, Cowtown Pipeline Partners L.P. (“Pipeline Partners”), an
indirect wholly-owned subsidiary of Quicksilver Gas Services LP (the
“Partnership”), assumed all of the rights and obligations of Cowtown Pipeline
L.P. (“Pipeline”), an indirect wholly-owned subsidiary of Quicksilver Resources
Inc., under the Gas Gathering Agreement, effective December 1, 2009, between
Pipeline and Quicksilver Resources. Pipeline Partners assumed these
rights and obligations under the Gas Gathering Agreement in connection with the
closing of the acquisition described in Item 2.01 of this Current Report on Form
8-K.
The Gas
Gathering Agreement governs the receipt, gathering and delivery by Pipeline
Partners of natural gas produced by Quicksilver Resources from the Alliance
Airport area in Tarrant and Denton Counties, Texas, in return for a monthly fee
paid by Quicksilver Resources based on the volume of natural gas that is
received, gathered and delivered. The Gas Gathering Agreement has a
primary term of ten years that continues for successive one-year renewal periods
thereafter unless terminated by either party.
The
foregoing description of the Gas Gathering Agreement is qualified in its
entirety by reference to the Gas Gathering Agreement, which is attached as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference
into this Item 1.01.
Quicksilver
Gas Services GP LLC (the “General Partner”), an indirect wholly-owned subsidiary
of Quicksilver Resources and sole general partner of the Partnership, holds a
1.6% general partner interest and incentive distribution rights in the
Partnership. Quicksilver Resources indirectly holds a 59.4% limited
partner interest in the Partnership. Certain directors and officers
of the General Partner serve as directors and/or officers of Quicksilver
Resources.
Item
1.02. Termination of a Material Definitive Agreement.
On
January 6, 2010, the Option, Right of First Refusal, and Waiver in Amendment to
Omnibus Agreement and Gas Gathering and Processing Agreement, dated June 9,
2009, among Quicksilver Resources, the Partnership, the General Partner,
Pipeline Partners and Cowtown Gas Processing Partners L.P. (“Processing
Partners”), an indirect wholly-owned subsidiary of the Partnership (the
“Alliance Option Agreement”), was terminated by agreement of the parties in
connection with the closing of the acquisition described in Item 2.01 of this
Current Report on Form 8-K.
The
Alliance Option Agreement (i) waived certain rights of the General Partner, the
Partnership, and related parties to purchase midstream assets located in and
around the Alliance Airport area in Tarrant County, Texas (the “Alliance
Midstream Assets”), as those rights are defined and described in the Omnibus
Agreement, dated August 10, 2007, among the Partnership, the General Partner and
Quicksilver Resources, and the Sixth Amended and Restated Gas Gathering and
Processing Agreement, dated September 1, 2008, among Quicksilver Resources,
Pipeline Partners and Processing Partners; (ii) permitted Quicksilver Resources
and related parties to own and operate the Alliance Midstream Assets; and (iii)
granted the Partnership an option and right of first refusal to purchase the
Alliance Midstream Assets and certain additional midstream assets located in
Denton County, Texas. The Alliance Option Agreement was attached as
Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed on June 9,
2009.
The
discussion of the of the relationships between entities in Item 1.01 of this
Current Report on Form 8-K is incorporated by reference into this Item
1.02.
Item
2.01. Completion of Acquisition or Disposition of
Assets.
On
January 6, 2010, the Partnership and Pipeline Partners completed the previously
announced acquisition of various gas gathering pipeline and related properties
located in the Alliance Airport area of Tarrant and Denton Counties, Texas, from
Pipeline for an aggregate cash purchase price of approximately $95 million,
which is subject to final adjustment pursuant to the purchase
agreement. In addition, Pipeline Partners has agreed to lease certain
gathering assets from Pipeline through December 29, 2011. Pipeline
Partners also succeeded as a party to the Alliance Gas Gathering Agreement, as
discussed in Item 1.01 of this Current Report on Form 8-K. The
Conflicts Committee, consisting solely of independent members of the Board of
Directors of the General Partner, and the full Board of Directors of the General
Partner, unanimously approved the terms of the acquisition, including the
purchase price.
On
January 6, 2010, the Partnership issued a press release announcing the
completion of the acquisition described above. A copy of the press
release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference into this Item 2.01.
The
discussion of the of the relationships between entities in Item 1.01 of this
Current Report on Form 8-K is incorporated by reference into this Item
2.01.
Item
8.01. Other Events.
On
January 4, 2009, the underwriters of the Partnership’s previously announced
public offering of 4,000,000 common units representing limited partnership
interests exercised their option to purchase an additional 549,200 common
units.
| Item 9.01. |
Financial
Statements and
Exhibits.
|
(d) Exhibits.
|
Exhibit Number
|
Description
|
|
| 99.1 | Press release dated January 6, 2010. |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
QUICKSILVER
GAS SERVICES LP
|
||
|
By:
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Quicksilver Gas Services GP LLC, | |
| its General Partner | ||
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By:
|
/s/
Philip Cook
|
|
|
Philip
Cook
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||
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Senior Vice
President – Chief
Financial Officer
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Date:
January ___, 2010
INDEX TO
EXHIBITS