LAFAYETTE, La., Feb. 17, 2016 /PRNewswire/ — PetroQuest Energy, Inc. (NYSE: PQ) announced today that it has closed its previously announced private exchange offer (the “Exchange Offer”) to Eligible Holders (as defined below) of its outstanding 10% Senior Notes due 2017 (CUSIP No. 716748 AA6) (the “Old Notes”) for the consideration set forth below, and related consent solicitation (the “Consent Solicitation”) to adopt certain amendments and waivers to the indenture governing the Old Notes (the “Indenture Amendments”).
At the closing, and in satisfaction of the consideration for $214,379,000 in aggregate principal amount of the Old Notes, representing approximately 61% of the outstanding aggregate principal amount of Old Notes, validly tendered (and not validly withdrawn) in the Exchange Offer, PetroQuest (i) paid approximately $53.6 million of cash, (ii) issued $144,674,000 aggregate principal amount of its newly issued 10% Second Lien Senior Secured Notes (the “New Notes”) and (iii) issued 4,287,580 shares of its common stock (the “Shares”). PetroQuest also paid in cash accrued and unpaid interest on Old Notes accepted in the Exchange Offer from the applicable last interest payment date to, but not including, February 17, 2016. Interest on the New Notes will accrue from February 17, 2017.
Any Old Notes not tendered and exchanged for cash, New Notes and Shares pursuant to the Exchange Offer remain outstanding and the holders are subject to the terms of the supplemental indenture implementing the Indenture Amendments.
The New Notes and the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any State or other jurisdiction, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements. The Exchange Offer was made, and the New Notes and the Shares were offered and issued, only to holders of Old Notes (1) in the United States, who are “qualified institutional buyers” as defined in Rule 144A under the Securities Act (“QIBs”), in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and (2) outside the United States, who are persons other than U.S. persons as defined in Rule 902 under the Securities Act in offshore transactions in compliance with Regulation S under the Securities Act.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the New Notes or the Shares, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About the Company
PetroQuest Energy, Inc. is an independent energy company engaged in the exploration, development, acquisition and production of oil and natural gas reserves in Texas, Oklahoma, Louisiana and the shallow waters of the Gulf of Mexico. PetroQuest’s common stock trades on the New York Stock Exchange under the ticker PQ.
