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8-K - FORM 8-K - QR Energy, LP | h84538e8vk.htm |
EX-2.1 - EX-2.1 - QR Energy, LP | h84538exv2w1.htm |
EX-99.2 - EX-99.2 - QR Energy, LP | h84538exv99w2.htm |
Exhibit 99.1
QR Energy to Acquire $577 Million of Properties in Core Areas
HOUSTON, TX(Marketwire September 12, 2011) QR Energy, LP (QRE or QR Energy) (NYSE:
QRE) announced today that it has signed a definitive agreement to acquire oil and natural gas
properties from its sponsor, Quantum Resources Fund (QRF) for a purchase price of $577 million.
The transaction consists of the issuance by QRE to QRF of $350 million of Convertible Preferred
Units and cash of $227 million from borrowings under QREs existing bank credit facility, subject
to lender approval of an increase in the facilitys borrowing base. The transaction is expected to
close on or about October 1, 2011, subject to third party approvals and customary closing
conditions.
Transaction Highlights
| Properties located in existing core areas: Permian Basin, Ark-La-Tex and Mid-Continent | ||
| Net production of 8,000 Boed expected for the fourth quarter of 2011 | ||
| Total proved reserves of 37.1 MMBoe are 65% proved developed and 41% liquids (oil and NGLs) | ||
| More than 1,500 producing oil and natural gas wells | ||
| Inventory of low risk development opportunities | ||
| Reserve life (R/P) of 12.7 years | ||
| 77% operated by value based on standardized measure | ||
| Expected to be immediately accretive to Distributable Cash Flow per unit |
Chief Executive Officer Alan L. Smith commented, This acquisition from our sponsor has assets that
fit our investment criteria of mature, longer life properties and more than doubles QR Energys
production and reserves. The properties are located in our existing core areas and offer an
inventory of low risk development projects that will supplement our
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production in the years to
come. We are pleased to be able to finance the transaction with a combination of equity and bank
debt, and we expect the transaction to deliver significant accretion to our unitholders.
Asset Profile
QR Energy estimates that the acquisition properties contain approximately 37.1 MMBoe of proved
reserves as of October 1, 2011, based on internal estimates using spot oil and natural gas prices
as of September 2, 2011 ($86.48/Bbl and $3.87/MMBtu). The proved reserves are 65% proved developed
and contain 41% liquids. Operations include 1,574 gross and 960 net wells on approximately 109,305
net acres concentrated in Texas, Oklahoma and New Mexico. They provide numerous low risk
development opportunities.
Transaction Financing
As part of the total consideration, QR Energy will issue to QRF $350 million of Convertible
Preferred Units (16.7 million units) at a par value of $21.00 per unit. For the first three years,
the Convertible Preferred Units will receive a quarterly cash distribution equal to a 4.0% annual
coupon on the par value of $21.00. After three years, the quarterly cash distribution will be
equal to the greater of (a) $0.475 per unit or (b) the cash distribution payable on each common
unit for such quarter.
QRF may convert the Convertible Preferred Units to common units on a one-to-one basis during the
first two years after the issuance date following 30 consecutive trading days during which the
volume-weighted average price for common units equals or exceeds $27.30 per common unit. In
addition, QRF may convert the Convertible Preferred Units to common units on a one-to-one basis
anytime after two years from the issuance date.
If QRF has not converted the Convertible Preferred Units to common units by the third anniversary,
QR Energy may force their conversion at $21.00 provided that conversion is in the 30 calendar days
following 30 consecutive trading days during which the volume-weighted average price for common
units equals or exceeds (1) $30.00, provided that (a) an effective shelf registration statement
covering re-sales for the converted units is in place or (2) $27.30, provided that (a) from
directly above is satisfied plus (b) the arrangement for one or more investment banks to underwrite
the converted unit sale following conversion (with proceeds equal to not less than $27.30 less (i)
a standard underwriting discount and (ii) a customary discount not to exceed 5% of $27.30). For
both (1) and (2) above, the conversion will have a value of not less than $100 million in the
aggregate (provided that if less than $100 million remains outstanding, such conversion will relate
to all remaining Class C Convertible Preferred Units then outstanding).
QR Energy may force conversion after the fifth anniversary at $21.00 and (a) in the 30 calendar
days following 30 consecutive trading days during which the volume-weighted average price for
common units equals or exceeds $27.30 and (b) subject to having an
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effective shelf registration
statement covering re-sales for the converted units in place. The conversion will have a value of
not less than $100 million in the aggregate (provided that if less than $100 million remains
outstanding, such conversion will relate to all remaining Class C Convertible Preferred Units then
outstanding).
The debt financing for the transaction is estimated to be approximately $234 million including
estimated transaction fees, which will be funded with borrowings under the Partnerships revolving
credit facility. These borrowings are subject to lender approval of a $300 million increase in QR
Energys borrowing base related to the pending acquisition of additional oil and gas properties,
resulting in a total borrowing base of $630 million effective upon closing.
Commodity Derivative Summary
Upon closing of the transaction, QR Energys sponsor will novate oil and natural gas
derivative contracts to QR Energy. QR Energys pro forma oil and natural gas derivative contracts
are expected to be at the following notional volumes and prices:
Crude Oil (NYMEX - WTI) | Natural Gas (NYMEX - Henry Hub) | |||||||||||||||||||||||||||||||||||||||
Swap | Floor | Ceiling | Swap | Floor | Ceiling | |||||||||||||||||||||||||||||||||||
Swaps | Price | Collars | Price | Price | Swaps | Price | Collars | Price | Price | |||||||||||||||||||||||||||||||
Term | Bbls/d | ($/Bbl) | Bbls/d | ($/Bbl) | ($/Bbl) | MMBtu/d | ($/MMBtu) | MMBtu/d | ($/MMBtu) | ($/MMBtu) | ||||||||||||||||||||||||||||||
4Q11 |
4,199 | $ | 97.24 | | | | 35,142 | $ | 5.78 | | | | ||||||||||||||||||||||||||||
2012 |
4,025 | $ | 98.72 | | | | 30,392 | $ | 5.86 | 2,623 | $ | 6.50 | $ | 8.60 | ||||||||||||||||||||||||||
2013 |
4,143 | $ | 98.23 | | | | 29,674 | $ | 6.07 | 2,466 | $ | 6.50 | $ | 8.65 | ||||||||||||||||||||||||||
2014 |
3,711 | $ | 97.70 | 425 | $ | 90.00 | $ | 106.50 | 25,907 | $ | 6.23 | 4,966 | $ | 5.74 | $ | 7.51 | ||||||||||||||||||||||||
2015 |
2,940 | $ | 97.27 | 1,025 | $ | 90.00 | $ | 110.00 | 6,100 | $ | 5.52 | 18,000 | $ | 5.00 | $ | 7.48 | ||||||||||||||||||||||||
2016 |
270 | $ | 97.63 | | | | | | | | |
Guidance
The fourth quarter 2011 guidance set forth below is subject to all cautionary statements and
limitations described below and under the Forward-Looking Statements section of this press
release. In addition, estimates for QR Energys future production volumes are based
on, among other things, assumptions of capital expenditure levels and the assumption that market
demand and prices for oil and natural gas will continue at levels that allow for economic
production of these products. The production, transportation and marketing of oil and natural gas
are extremely complex and are subject to disruption due to transportation and processing
availability, mechanical failure, human error, weather, and numerous other factors. Estimates are
based on certain other assumptions, such as well performance, which may vary significantly from QR
Energys assumptions. Operating costs, which include major maintenance costs, vary in response to
changes in prices of services and materials used in
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the operation of properties and the amount of
maintenance required. Operating costs, including taxes, utilities and service company costs move
directionally with increases and decreases in commodity prices and QR Energy cannot fully predict
such future commodity prices or operating costs. Capital expenditures are based on current
expectations as to the level of capital expenditures that will be justified based upon the other
assumptions set forth below as well as expectations about other operating and economic factors not
set forth below. The guidance set forth below does not constitute any form of guarantee, assurance
or promise that the matters indicated will actually be achieved. Rather, the guidance simply sets
forth QR Energys best estimate today for these matters. Estimates are based upon current
expectations about the future and based upon both stated and unstated assumptions. Actual
conditions and assumptions may change over the course of the year.
Based upon current estimates and assuming the completion on October 1, 2011 of the acquisition
described above, QR Energy expects the following production results for the fourth quarter 2011:
4Q 2011 | ||
Average net daily production (Boed) |
13,200 - 13,400 | |
LOE per Boe |
$11.50 - $12.50 | |
Maintenance capital expenditures ($ millions) |
$12.5 |
Webcast and Conference Call
QR Energy will host a webcast and conference call today at 10 a.m. central time to discuss the
transaction. Presentation slides for the call have been posted on QR Energys Investor Relations
website at http://ir.qrenergylp.com.
Interested parties may join the webcast by visiting QR Energys Investor Relations website at
http://ir.qrenergylp.com and clicking on the webcast link or the conference call by dialing
(877) 741-4240 or (719) 325-4747 five minutes before the call begins and providing the passcode
5642907.
The webcast will be available on QR Energys Investor Relations website at
http://ir.qrenergylp.com for 14 days following the call.
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About QR Energy, LP
QR Energy, LP is a publicly traded partnership engaged in the acquisition, production and
development of onshore crude oil and natural gas properties in the United States. QR Energy is
headquartered in Houston, Texas. For more information, visit QR Energys website at
www.qrenergylp.com.
Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of the federal
securities laws. QR Energy believes that its expectations and forecasts are based on
reasonable assumptions. No assurance, however, can be given that such expectations and forecasts
will prove to have been correct. A number of factors could cause actual results to differ
materially from the expectations and forecasts, anticipated results or other forward-looking
information expressed in this press release, including risks and uncertainties regarding future
results, capital expenditures, liquidity and financial market conditions, insufficient cash from
operations, adverse market conditions and governmental regulations. For a more complete list of
these risk factors, please read QR Energys filings with the Securities and Exchange Commission
(the SEC), which are available on QR Energys Investor Relations website at
http://ir.qrenergylp.com or on the SECs website at www.sec.gov.
Reserve Disclosures
The SEC permits oil and gas companies, in their filings with the SEC, to disclose only
reserves as defined by SEC rules. Estimates of reserves in this communication are based on
economic assumptions with regard to commodity prices (NYMEX spot oil and natural gas prices as of
September 2, 2011 of $86.48/Bbl and $3.87/MMBtu held flat) that differ from the prices required by
the SEC (historical 12 month average) to be used in calculating
reserves estimates prepared in accordance with SEC definitions and guidelines. In addition, the
estimates of reserves in this press release were prepared by our internal reserve engineers and are
based on various assumptions, including assumptions related to oil and natural gas prices as
discussed above, drilling and operating expenses, capital expenditures, taxes and availability of
funds. Our internal estimates of proved reserves may differ materially from the estimates of our
proved reserves as of December 31, 2011 that will be prepared by Miller & Lents, Ltd. as a result
of the SEC pricing and other assumptions employed by an independent reserve engineering firm.
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Investor Contacts:
Taylor B. Miele
Investor Relations Specialist
(713) 452-2990
Investor Relations Specialist
(713) 452-2990
Cedric W. Burgher
Chief Financial Officer
(713) 452-2200
Chief Financial Officer
(713) 452-2200
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