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): June 18, 2009
QUICKSILVER RESOURCES INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | | 001-14837 | | 75-2756163 |
| (State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
777 West Rosedale Street
Fort Worth, Texas 76104
(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 June 18, 2009, Quicksilver Resources Inc. (“Quicksilver”) entered into an underwriting agreement with Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., as representatives of the several underwriters named therein, in connection with the offer and sale of $600 million aggregate principal amount of Quicksilver’s 11¾% Senior Notes due 2016 (the “Underwriting Agreement”). The Underwriting Agreement includes the terms and conditions of the offer and sale of the notes, indemnification and contribution obligations and other terms and conditions customary in agreements of this type. The foregoing disclosure is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
The notes will be issued under an Indenture, dated as of December 22, 2005, as supplemented by the Seventh Supplemental Indenture contemplated to be entered into among Quicksilver, its subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee.
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 Quicksilver and Quicksilver’s affiliates in the ordinary course of business for fees and expenses. In particular, affiliates of Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., BNP Paribas Securities Corp., Scotia Capital (USA) Inc., Calyon Securities (USA) Inc., RBS Securities Inc., TD Securities (USA) LLC, BBVA Securities Inc., CIBC World Markets Corp., Comerica Securities, Inc., KeyBanc Capital Markets Inc., SG Americas Securities, LLC and U.S. Bancorp Investments, Inc. are lenders to Quicksilver under its senior secured revolving credit facility.
Quicksilver intends to use all of the net proceeds from this offering, and a portion of the net proceeds from its previously announced sale of 27.5% of Quicksilver’s Alliance leasehold interests to Eni US Operating Co. Inc. and Eni Petroleum US LLC, to repay the remaining indebtedness under its second lien term loan due 2013.
In connection with its proposed offer and sale of its Senior Notes due 2016, Quicksilver is filing (i) as Exhibit 4.1 to this Current Report on Form 8-K the form of Seventh Supplemental Indenture proposed to be entered into in connection with the offer and sale and (ii) as Exhibit 5.1 and 23.1 the opinion and consent of Davis Polk & Wardwell related to the offering of the Senior Notes. The Seventh Supplemental Indenture will supplement the Indenture, dated as of December 22, 2005, between Quicksilver and The Bank of New York Mellon Trust Company, N.A., as trustee.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | | Description |
| | |
| | |
| | |
| | Consent of Davis Polk & Warwdell (included in Exhibit 5.1 hereof). |
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/ Philip Cook |
| | | Philip Cook |
| | | Senior Vice President - |
| | | Chief Financial Officer |
Date: June 24, 2009
INDEX TO EXHIBITS
| Exhibit Number | | Description |
| | |
| | |
| | |
| | Consent of Davis Polk & Warwdell (included in Exhibit 5.1 hereof). |
