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EX-10.1 - FIFTH FORBEARANCE AGREEMENT DATED FEBRUARY 16, 2016 - QUICKSILVER RESOURCES INCkwk8-k20160216ex101.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): February 16, 2016


QUICKSILVER RESOURCES INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation)
001-14837
(Commission
File Number)
75-2756163
(IRS Employer
Identification No.)

801 Cherry Street
Suite 3700, Unit 19
Fort Worth, Texas 76102
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (817) 665-5000

 
 
 


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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 1.01.
Entry into a Material Definitive Agreement.
On February 16, 2016, Quicksilver Resources Canada Inc. (“Quicksilver Canada”), a wholly owned subsidiary of Quicksilver Resources Inc. (the “Company”), entered into a Fifth Forbearance Agreement (the “Fifth Forbearance Agreement”) with JPMorgan Chase Bank, N.A., as global administrative agent (the “Global Administrative Agent”), JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian administrative agent (the “Canadian Administrative Agent” and, together with the Global Administrative Agent, the “Administrative Agents”) and the lenders party thereto relating to that certain Amended and Restated Credit Agreement dated as of December 22, 2011 by and among the Company, as parent, Quicksilver Canada, as borrower, the Canadian Administrative Agent, and the lenders parties thereto (as amended, supplemented or modified, the “Canadian Credit Agreement”). Under the Fifth Forbearance Agreement, the Administrative Agents and the requisite lenders agreed to, among other things, continue to forbear from exercising all of their rights and remedies in connection with specified defaults under the Canadian Credit Agreement related to the chapter 11 filings of the Company and certain of its subsidiaries (the “Debtors”) until the earlier of (i) April 1, 2016, (ii) the commencement against Quicksilver Canada or certain specified Canadian subsidiary guarantors (collectively, the “Non-Filers”) of any litigation in which the amounts involved, individually or in the aggregate, equal or exceed $5,000,000, that could reasonably be expected to have a material adverse effect on the validity or enforceability of the Canadian loan documents, the rights and remedies of the Canadian Administrative Agent and the Canadian secured parties under the Canadian loan documents and applicable law, or the business, operations, property or financial condition of the Non-Filers, taken as a whole, (iii) the acceleration of, or any other exercise of any rights or remedies in respect of, any other indebtedness of any Non-Filer the outstanding principal amount of which exceeds, individually or in the aggregate for such Non-Filer, $5,000,000, (iv) any Non-Filer taking any action to challenge the validity or enforceability of the Fifth Forbearance Agreement or any other Canadian loan document or any provision of the Fifth Forbearance Agreement or such documents, (v) the commencement by any Non-Filer of proceedings under bankruptcy, insolvency, receivership, restructuring or similar law, (vi) the occurrence of any termination event under the cash collateral order of the United States Bankruptcy Court for the District of Delaware, (vii) any failure by Quicksilver Canada to pay interest on the loans under the Canadian Credit Agreement at the applicable rate, (viii) any failure by the Company to pay interest on the loans under the Amended and Restated Credit Agreement, dated as of December 22, 2011 by and among the Company, as borrower, the guarantors party thereto, the Global Administrative Agent and the lenders parties thereto, at the applicable rate in accordance with the terms of the cash collateral order and the Waiver and Forbearance Agreement, dated March 16, 2015, by and among the Company, Quicksilver Canada, the guarantors party thereto, the Administrative Agents and the lenders party thereto,



and (ix) any failure by the Debtors to comply with their cash collateral and other obligations pursuant to paragraph 15 of the January 27, 2016 Bankruptcy Court Order approving the sale of certain assets to BlueStone Natural Resource II, LLC.
The foregoing description is a summary of the material terms of the Fifth Forbearance Agreement and does not purport to be complete, and is qualified in its entirety by reference to the Fifth Forbearance Agreement, a copy of which is attached to this Current Report in Form 8‑K as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description
10.1
Fifth Forbearance Agreement, dated February 16, 2016, among Quicksilver Resources Canada Inc. and the agents and lenders party thereto



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.

 
QUICKSILVER RESOURCES INC.

 
 
 
 
By:
/s/ Vanessa Gomez LaGatta
 
 
Vanessa Gomez LaGatta
 
 
Senior Vice President – Chief Financial Officer
and Treasurer

Date: February 22, 2016



INDEX TO EXHIBITS
Exhibit
Number
Description
10.1
Fifth Forbearance Agreement, dated February 16, 2016, among Quicksilver Resources Canada Inc. and the agents and lenders party thereto