Quicksilver wraps tenders for 11¾% notes due 2016, 8¼% notes due 2015

By Susanna Moon

Chicago, June 21 - Quicksilver Resources Inc. said investors had tendered $582,471,000, or about 98.6%, of its $590.62 million principal amount of 11¾% senior notes due 2016 and $425,233,000, or about 97.1%, of its $438 million principal amount of 8¼% senior notes due 2015.

The tender offers ended at 11:59 p.m. ET on June 20. The company began the offer to purchase three series of notes on May 23.

The company settled the tendered notes on June 21, according to an 8-K filing with the Securities and Exchange Commission.

The tender offer for the company's $350 million principal amount of 7 1/8% senior subordinated notes due 2016 was ended because the financing condition had not been met, as reported on June 12. Quicksilver priced a downsized offering of $525 million notes, reduced from a planned $675 million.

As of the early deadline at 5 p.m. ET on June 6, investors had tendered $582,237,000, or about 98.6%, of its 11¾% notes and $423,964,000, or about 96.8%, of its 8¼% notes.

As of the early tender date, holders had tendered $310,452,000, or 88.7%, of the 7 1/8% notes.

The company was also soliciting consents to amend the three series of notes to eliminate substantially all of the restrictive covenants and events of default contained in the note indentures.

For each $1,000 of early tendered notes, the total payout is $1,068.00 for the 11¾% notes and $1,027.90 for the 8¼% notes.

The total payout includes an early tender payment of $30.00 per $1,000 principal amount.

The company will also pay accrued interest up to but excluding the payment date.

The total payout would have been $1,015.63 for the 7 1/8% notes.

The tender offers were subject to a financing condition and a consent condition.

Credit Suisse Securities (USA) LLC (800 820-1653 or collect 212 325-2476), Citigroup Global Markets Inc. (800 558-3745 or collect 212 723-6106) and Deutsche Bank Securities Inc. (855 287-1922 or collect 212 250-7527) were the dealer managers. D.F. King & Co., Inc. (800 488-8035 or banks and brokers 212 269-5550) was the tender agent and information agent.

Consent bid for 9 1/8% notes

Quicksilver said on June 12 that it received consents from holders of a majority of its 9 1/8% senior notes due 2019, enough to amend the notes to allow the company to refinance the 7 1/8% notes, 11¾% notes and 8¼% notes, according to a previous press release.

The proposed amendments amended the notes terms to allow the company to incur debt that ranks equally in right of payment to but with longer maturities than the 9 1/8% notes.

The amendments also permit any refinancing of the 7 1/8% notes prior to maturity to be excluded from the covenant regarding limitation on restricted payments in the note indenture and give Quicksilver greater flexibility to incur secured and unsecured debt under offerings of debt securities in connection with the refinancing, the company said.

The solicitation ended at 5 p.m. ET on June 6, which is also the early tender deadline for the three note series.

The offer was conditioned on the company obtaining consents from at least a majority of the notes.

The consent payment was $40.00 in cash for each $1,000 principal amount of notes.

Settlement has been set for June 21.

Credit Suisse (800 820-1653 or collect 212 325-2476), Citigroup (800 558-3745 or collect 212 723-6106) and Deutsche Bank (855 287-1922 or collect 212 250-7527) were the solicitation agents. D.F. King & Co. (800 488-8035 or banks and brokers 212 269-5550) was the tabulation and information agent.

Quicksilver Resources is a Fort Worth-based natural gas and oil exploration and production company.

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