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| QRCP > SEC Filings for QRCP > Form 8-K on 7-Jul-2009 | All Recent SEC Filings |
7-Jul-2009
Entry into a Material Definitive Agreement, Material Modification to Rights o
QEAC will merge with and into QELP (the "QELP Merger"), with QELP surviving the QELP Merger and (i) each outstanding common unit of QELP (other than any common units owned by QRCP) will entitle the holder thereof to the right to receive 0.2859 shares of New Quest common stock, (ii) all of the outstanding general partner units of QELP held by QELP GP will be converted into one general partner unit and (iii) all of the outstanding incentive distribution rights and subordinated units of QELP will be cancelled for no consideration;
QMAC will merge with and into QMLP (the "QMLP Merger"), with QMLP surviving
the QMLP Merger and (i) each outstanding common unit of QMLP will entitle
the holder thereof to the right to receive 0.4033 shares of New Quest common
stock, (ii) all of the outstanding general partner units of QMLP will be
converted into (x) one general partner unit of QMLP and (y) a number of
shares of New Quest common stock equal to the product obtained by
multiplying the aggregate number of shares of New Quest common stock issued
to holders of QMLP common units in the QMLP Merger and 0.30612%, and
(iii) all of the outstanding incentive distribution rights and subordinated
units of QMLP will be cancelled for no consideration;
Following the QELP Merger, New Quest and QELP GP will convert QELP into a Delaware limited liability company ("OGLLC"), with OGLLC becoming a wholly owned direct subsidiary of New Quest;
Following the QMLP Merger, QMHC and QMLP GP will convert QMLP into a Delaware limited liability company ("PLLC"), with PLLC becoming a wholly owned direct subsidiary of QMHC;
Following the conversion of QMLP into PLLC, QMLP GP will merge with and into QRCP (the "QMLP GP Merger"), and each outstanding QMLP GP unit held by persons other than QRCP will entitle the holder thereof to the right to receive a number of shares of New Quest common stock equal to the quotient obtained by dividing the number of shares of New Quest common
stock to be received by QMLP GP in the QMLP Merger by the total number of QMLP GP units outstanding and held by persons other than QRCP; and
Following the QMLP GP Merger, QELP GP will merge with and into QRCP (the "QELP GP Merger"), and each outstanding QELP GP unit will be cancelled for no consideration.
At the time of the closing of the transactions contemplated by the Merger
Agreement, New Quest will change its name to a name which has not yet been
decided. Any fractional share of New Quest common stock to be issued in the QRCP
Merger, the QELP Merger or the QMLP Merger will be rounded up to the nearest
whole share of New Quest common stock.
At the closing of the transactions contemplated by the Merger Agreement,
the New Quest board of directors will consist of nine members, two of whom will
be designated by the current board of directors of QRCP and who are expected to
be William H. Damon III and Jon H. Rateau, three of whom will be designated by
the conflicts committee of the board of directors of QELP GP and who are
expected to be Gary M. Pittman, Mark A. Stansberry and J. Philip McCormick,
three of whom will be designated by the board of directors of QMLP GP and who
are expected to be Daniel Spears, Duke R. Ligon and Edward Russell and one of
whom shall be the principal executive officer of New Quest and who is expected
to be David C. Lawler. It is currently expected that Gary M. Pittman will be
chairman of the New Quest board of directors.
The Merger Agreement contains customary representations and warranties and
covenants by each of the parties. Completion of each of the transactions
contemplated by the Merger Agreement is conditioned upon, among other things:
Approval of the Merger Agreement by holders of at least a majority of the
outstanding shares of common stock of QRCP;
Approval and adoption of the Merger Agreement and the QELP Merger by holders of at least a majority of the outstanding QELP common units (other than common units owned by QELP GP and its affiliates), voting as a class, and by the holders of at least a majority of the outstanding QELP subordinated units, voting as a class;
Approval and adoption of the Merger Agreement and the QMLP Merger by holders of at least a majority of the outstanding QMLP common units (other than common units owned by QMLP GP and its affiliates), voting as a class, and by the holders of at least a majority of the outstanding QMLP subordinated units, voting as a class;
Absence of certain legal impediments prohibiting the transactions contemplated by the Merger Agreement;
Effectiveness of a registration statement on Form S-4 relating to the shares of New Quest common stock to be issued pursuant to the Merger Agreement;
Authorization for listing on the NASDAQ Stock Market of the shares of New Quest common stock to be issued pursuant to the Merger Agreement;
All necessary consents having been obtained under QRCP's, QELP's and QMLP's existing credit facilities;
New Quest and its subsidiaries having entered into one or more credit facilities reasonably acceptable to the board of directors of each of QRCP, QELP GP and QMLP GP;
Each of the parties having performed, in all material respects, all of its covenants and agreements contained in the Merger Agreement required to be performed on or before the closing of the transactions contemplated by the Merger Agreement and that the representations and warranties generally be true and correct as if made on the date of the closing of the transactions contemplated by the Merger Agreement, subject to a materiality standard set forth in the Merger Agreement;
None of the parties shall have suffered a material adverse effect, as contemplated by the Merger Agreement; and
Receipt of certain tax opinions.
The Merger Agreement contains provisions granting QRCP, QELP and QMLP the
right to terminate the Merger Agreement for certain reasons, including, among
others:
The mutual consent of QRCP, QELP and QMLP through action of their respective
boards of directors;
Any of the mergers contemplated by the Merger Agreement has not been consummated by March 31, 2010;
The failure to obtain the necessary approval of QRCP stockholders, QELP unitholders or QMLP unitholders;
A court or any governmental, regulatory or administrative agency of commission having issued a final or nonappealable order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the Merger Agreement;
One of the parties having breached any representation or warranty or failed to perform any covenant or agreement contained in the Merger Agreement or any representation or warranty shall have become untrue and the result being that a condition to closing has not been satisfied and is not cured within 30 days of receiving notice of such breach, failure or untruth; and
A change in the recommendation of the QRCP board of directors to the QRCP stockholders to vote in favor of the Merger Agreement occurs, a change in the QELP GP board of directors recommendation to the QELP unitholders to vote in favor of the Merger Agreement occurs or a change in the QMLP GP board of directors recommendation to the QMLP unitholders to vote in favor of the Merger Agreement occurs.
The foregoing summary does not purport to be complete and is subject to,
and is qualified in its entirety by, reference to the Merger Agreement, a copy
of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Support Agreement
. . .
(d) Exhibits
Exhibit Number Description
2.1 Agreement and Plan of Merger, dated as of July 2, 2009, by and among
New Quest Holdings Corp., Quest Resource Corporation, Quest Midstream
Partners, L.P., Quest Energy Partners, L.P., Quest Midstream GP, LLC,
Quest Energy GP, LLC, Quest Resource Acquisition Corp., Quest Energy
Acquisition, LLC, Quest Midstream Holdings Corp. and Quest Midstream
Acquisition, LLC.
4.1 Amendment No. 1 to the Rights Agreement, dated as of July 2, 2009,
between Quest Resource Corporation and Computershare Trust Company,
N.A., as successor rights agent to UMB Bank, N.A.
10.1 Support Agreement, dated as of July 2, 2009, by and among Quest
Resource Corporation, Quest Midstream Partners, L.P., Quest Energy
Partners, L.P. and each of the unitholders of Quest Midstream
Partners, L.P. party thereto.
10.2 Amendment No. 1 to Amended and Restated Investors' Rights Agreement,
effective as of July 1, 2009, by and among Quest Midstream Partners,
L.P., Quest Midstream GP, LLC, Quest Resource Corporation and the
Investors party thereto.
10.3 Amendment No. 2 to the Second Amended and Restated Agreement of
Limited Partnership of Quest Midstream Partners, L.P., dated July 1,
2009, by and among Quest Midstream GP, LLC, Quest Resource Corporation
and the Limited Partners party thereto.
10.4 Fifth Amendment to Amended and Restated Credit Agreement, dated as of
June 30, 2009, by and among Quest Resource Corporation, Royal Bank of
Canada and the Guarantors party thereto.
10.5 Fourth Amendment to Amended and Restated Credit Agreement, dated as of
June 30, 2009, by and among Quest Cherokee, LLC, Quest Energy
Partners, L.P., Quest Cherokee Oilfield Service, LLC, Royal Bank of
Canada, KeyBank National Association and the Required Lenders party
thereto.
10.6 Second Amendment to Second Lien Senior Term Loan Agreement, dated as
of June 30, 2009, by and among Quest Cherokee, LLC, Quest Energy
Partners, L.P., Quest Cherokee Oilfield Service, LLC, Royal Bank of
Canada, KeyBank National Association, Sociιtι Gιnιrale and the
Required Lenders party thereto.
99.1 Press Release dated July 6, 2009.
99.2 Press Release dated July 6, 2009.
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