Attached files
file | filename |
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EX-99.1 - EX-99.1 - PETROQUEST ENERGY INC | d624219dex991.htm |
EX-10.3 - EX-10.3 - PETROQUEST ENERGY INC | d624219dex103.htm |
EX-10.2 - EX-10.2 - PETROQUEST ENERGY INC | d624219dex102.htm |
EX-10.1 - EX-10.1 - PETROQUEST ENERGY INC | d624219dex101.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): September 14, 2018
PetroQuest Energy, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-32681 | 72-1440714 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
400 E. Kaliste Saloom Rd., Suite 6000 Lafayette, Louisiana |
70508 | |||||
(Address of Principal Executive Offices) | (Zip Code) |
Registrants Telephone Number, Including Area Code: (337) 232-7028
(Former Name or Former Address, if Changed Since Last Report)
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 communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. | Entry into a Material Definitive Agreement. |
Forbearance Agreement under Multidraw Term Loan Agreement
Effective as of September 14, 2018, PetroQuest Energy, Inc. (the Company) and certain of its subsidiaries entered into a Forbearance Agreement (the Loan Forbearance Agreement) with Wells Fargo Bank, N.A., as administrative agent (the Agent) for the lenders party thereto from time to time (the Lenders), and the Lenders, with respect to the Multidraw Term Loan Agreement dated as of August 31, 2018 (as amended, supplemented, or modified from time to time, the Loan Agreement). Pursuant to the Loan Forbearance Agreement, the Agent and the Lenders agreed to forbear from taking any action with respect to certain anticipated events of default occurring under the Loan Agreement as a result of the non-payment by the Company of interest with respect to the Companys 10% Second Lien Secured Senior Notes due 2021 (the 2021 Notes) and the Companys 10% Second Lien Senior Secured PIK Notes due 2021 (the 2021 PIK Notes and together with the 2021 Notes, the Notes) when due and payable on August 15, 2018 and such non-payment continuing for a period of 30 days, under the Indentures (as defined below) governing the Notes.
The Loan Forbearance Agreement is effective from September 14, 2018 until the earlier to occur of (i) 11:59 p.m. Eastern time on September 28, 2018 or (ii) the occurrence of any specified forbearance default, which includes, among other things, any event of default under the Loan Agreement other than the anticipated events of default or a breach by the Company or certain of its subsidiaries of the Loan Forbearance Agreement.
The foregoing description of the Loan Forbearance Agreement is not complete and is qualified in its entirety by reference to the complete document, which is attached hereto as Exhibit 10.1 to this Form 8-K, and is incorporated herein by reference.
Forbearance Agreements under 2021 Notes and 2021 PIK Notes Indentures
Effective as of September 14, 2018, the Company and certain of its subsidiaries entered into (i) a Forbearance Agreement (the 2021 Notes Forbearance Agreement) with certain holders (the 2021 Notes Supporting Holders) of approximately $7,343,000 in aggregate principal amount (representing approximately 77.9% of the outstanding principal amount) of the 2021 Notes issued pursuant to the Indenture (as amended, supplemented, or modified from time to time, the 2021 Notes Indenture), dated as of February 17, 2016, by and among the Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral trustee, and (ii) a Forbearance Agreement (the 2021 PIK Notes Forbearance Agreement and together with the 2021 Notes Forbearance Agreement, the Notes Forbearance Agreements) with certain holders (the 2021 PIK Notes Supporting Holders and together with the 2021 Notes Supporting Holders, the Supporting Holders) of approximately $194,559,842 in aggregate principal amount (representing approximately 70.7% of the outstanding principal amount) of the 2021 PIK Notes issued pursuant to the Indenture (as amended, supplemented, or modified from time to time, the 2021 PIK Notes Indenture and together with the 2021 Notes Indenture, the Indentures), dated as of September 27, 2016, by and among the Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral trustee.
Pursuant to the Notes Forbearance Agreements, the Supporting Holders have agreed to forbear from exercising their rights and remedies under the Indentures or the related security documents with respect to certain anticipated events of default occurring under the Indentures as a result of the non-payment by the Company of interest with respect to the Notes when due and payable on August 15, 2018 and such non-payment continuing for a period of 30 days, until the earlier of (i) 11:59 p.m. Eastern time on September 28, 2018 and (ii) the date the Notes Forbearance Agreements otherwise terminate in accordance with the terms therein. Pursuant to the Notes Forbearance Agreements, the Supporting Holders have agreed to not deliver any notice or
instruction in respect of the exercise of any of the rights and remedies otherwise available under the Indenture or the related security documents with respect to such anticipated events of default. The Supporting Holders have also agreed to not transfer any ownership in the Notes held by any of the Supporting Holders during the Forbearance Period other than to potential transferees currently parties to, or who agree in writing to be bound by, the Notes Forbearance Agreements.
The foregoing descriptions of the 2021 Notes Forbearance Agreement and the 2021 PIK Notes Forbearance Agreement are not complete and are qualified in their entirety by reference to the complete documents, which are attached hereto as Exhibits 10.2 and 10.3, respectively, to this Form 8-K, and are incorporated herein by reference.
Item 8.01. | Other Events. |
On September 14, 2018, the Company issued a news release announcing the Companys entry into the Loan Forbearance Agreement and the Notes Forbearance Agreements. A copy of the news release is filed herewith as Exhibit 99.1 and incorporated by reference into this Form 8-K.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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.
Date: September 14, 2018
PETROQUEST ENERGY, INC. |
/s/ J. Bond Clement |
J. Bond Clement |
Executive Vice President, Chief Financial Officer and Treasurer |