Attached files
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): December
11, 2009
QUICKSILVER
GAS SERVICES LP
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-33631
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56-2639586
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||
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(State or Other Jurisdiction of
Incorporation)
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(Commission File
Number)
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(IRS Employer Identification
No.)
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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):
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¨
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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
December 11, 2009, Quicksilver Gas Services LP, a Delaware limited partnership
(the “Partnership”) and Quicksilver Gas Services GP LLC, a Delaware limited
liability company and sole general partner of the Partnership, entered into an
underwriting agreement (the “Underwriting Agreement”) with Wells Fargo
Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Citigroup Global Markets Inc., UBS Securities LLC and Barclays Capital Inc.
relating to the public offering of 4,000,000 common units representing limited
partner interests in the Partnership at the public offering price less
underwriting discounts and commissions. Pursuant to the Underwriting
Agreement, the Partnership has also granted the underwriters a 30-day option to
purchase up to an additional 600,000 common units at the same
price. The Underwriting Agreement contains customary representations,
warranties and agreements by the Partnership, and customary conditions to
closing, indemnification obligations of the Partnership and the underwriters,
including for liabilities under the Securities Act of 1933, other obligations of
the parties and termination provisions. The foregoing description of
the Underwriting Agreement does not purport to be complete and is qualified in
its entirety by reference to the full text of the Underwriting Agreement, which
is filed as Exhibit 1.1 to this Current Report on Form
8-K and is incorporated herein by reference.
Certain
of the underwriters and their affiliates have, from time to time, performed, and
may in the future perform, various financial, advisory, commercial banking and
investment banking services for the Partnership and the Partnership’s affiliates
in the ordinary course of business for customary fees and
expenses. Affiliates of most of the underwriters are lenders under
the Partnership’s existing senior secured credit facility.
| Item 8.01. |
Other
Events.
|
In
connection with the offering, the Partnership is filing (i) as Exhibit 5.1 and 23.1 to this Current Report on Form 8-K,
the opinion and consent of Davis Polk & Wardwell LLP and (ii) as Exhibit 8.1 and 23.2 to this Current Report on Form 8-K,
the opinion and consent of Fulbright & Jaworski L.L.P.
| Item 9.01. |
Financial
Statements and
Exhibits.
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(d) Exhibits.
2
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.
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QUICKSILVER
GAS SERVICES LP
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By:
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Quicksilver Gas Services GP LLC, | |
| its General Partner | ||
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By:
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/s/
Philip Cook
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Philip
Cook
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Senior Vice
President -
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Chief
Financial Officer
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Date:
December 16, 2009
INDEX TO
EXHIBITS