LAFAYETTE, La., Sept. 14, 2016 /PRNewswire/ — PetroQuest Energy, Inc. (NYSE: PQ) announced today the early participation results of its previously announced private exchange offers (the “Exchange Offers”) and consent solicitation (the “Consent Solicitation”) to Eligible Holders (as defined below) of its outstanding 10% Senior Notes due 2017 (CUSIP No. 716748 AA6) (the “2017 Notes”) and its outstanding 10% Second Lien Senior Secured Notes due 2021 (CUSIP 716748 AE8 / U7167U AB0) (the “2021 Notes” and together with the 2017 Notes, the “Old Notes”) for up to (i) $280.295 million aggregate principal amount of its newly issued 10% Second Lien Senior Secured PIK Notes due 2021 (the “New Notes”), and (ii) 3,517,000 shares of its common stock (the “Shares”). In the Consent Solicitation, the Company is soliciting consents from the holders of the 2021 Notes to adopt certain amendments to the indenture governing the 2021 Notes (the “2021 Notes Indenture”) and the registration rights agreement with respect to the 2021 Notes (the “2021 Registration Rights Agreement”).
As of 5:00 p.m., New York City time, on September 13, 2016 (the “Extended Early Tender Date”), approximately $243.5 million in aggregate principal amount of the Old Notes, representing 86.86% of the outstanding aggregate principal amount of Old Notes, had been validly tendered (and not validly withdrawn), and holders of approximately $130.5 million in aggregate principal amount of the 2021 Notes, representing 90.2% of the outstanding aggregate principal amount of the 2021 Notes, had consented to the amendments to the 2021 Notes Indenture and 2021 Registration Rights Agreement. PetroQuest intends to execute a supplemental indenture to the 2021 Notes Indenture governing the Old Notes to implement the amendments to the 2021 Notes Indenture and a waiver with respect to the registration rights in the 2021 Registration Rights Agreement.
Withdrawal rights previously expired on September 8, 2016 at 5:00 p.m., New York City time. Accordingly, Eligible Holders who have previously tendered their Old Notes can no longer validly withdraw those notes from the Exchange Offers and Consent Solicitation, except to the extent required by law.
For each $1,000 principal amount of Old Notes validly tendered and not validly withdrawn prior to the Extended Early Tender Date, Eligible Holders will be eligible to receive the “Total Exchange Consideration” set forth in the table below, which includes the “Early Tender Premium.” For each $1,000 in principal amount of the Old Notes validly tendered after the Extended Early Tender Date, Eligible Holders will be eligible to receive only the “Exchange Consideration” set forth in the table below.
The following table sets forth the exchange consideration for the Old Notes:
| Title/CUSIP Number of Old Notes | Maturity Date | Aggregate Principal Amount Outstanding | Exchange Consideration(1) | Early Tender Premium(1) | Total Exchange Consideration(1)(2) | |||
| 10% Senior Notes due 2017 / 716748 AA6 | September 1, 2017 | $135.6 million | $1,000 principal amount of New Notes | Portion of 3,517,000 shares of common stock on a pro rata basis with all Eligible Holders who validly tender 2017 Notes and 2021 Notes prior to the Early Tender Date, rounded down to the nearest whole share(3) | $1,000 principal amount of New Notes and portion of 3,517,000 shares of common stock on a pro rata basis with all Eligible Holders who validly tender 2017 Notes and 2021 Notes prior to the Early Tender Date(3) | |||
| 10% Second Lien Senior Secured Notes due 2021 / 716748 AE8 / U7167U AB0 | February 15, 2021 | $144.7 million | $1,000 principal amount of New Notes | Portion of 3,517,000 shares of common stock on a pro rata basis with all Eligible Holders who validly tender 2017 Notes and 2021 Notes prior to the Early Tender Date, rounded down to the nearest whole share(3) | $1,000 principal amount of New Notes and portion of 3,517,000 shares of common stock on a pro rata basis with all Eligible Holders who validly tender 2017 Notes and 2021 Notes prior to the Early Tender Date(3) | |||
| (1) For each $1,000 principal amount of Old Notes accepted for exchange. (2) Includes Early Tender Premium. (3) Based on the valid tender of 86% of the total combined outstanding aggregate principal amount of the Old Notes prior to the Extended Early Tender Date, each Eligible Holder will receive approximately 14.5901 shares of common stock for each $1,000 principal amount of Old Notes accepted for exchange, with the total aggregate amount of shares of common stock received by each such Eligible Holder rounded down to the nearest whole share. |
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The Exchange Offers and Consent Solicitation are being made upon the terms and subject to the conditions set forth in the Confidential Offering Memorandum and Consent Solicitation Statement (as it may be amended, modified or supplemented from time to time, the “Offering Memorandum”) and related letter of transmittal and consent (the “Letter of Transmittal”), each datedAugust 25, 2016.
The Exchange Offers and Consent Solicitation will expire at 11:59 p.m., New York City time, on September 22, 2016, unless extended (the “Expiration Date”). The closing of the Exchange Offers and Consent Solicitation is subject to, and conditioned upon, the satisfaction or waiver of conditions set out in the Offering Memorandum and Letter of Transmittal.
Any 2021 Notes not tendered and exchanged for New Notes and Shares pursuant to the Exchange Offer with respect to the 2021 Notes prior to the Expiration Date will remain outstanding and the holders will be subject to the terms of the supplemental indenture implementing the amendments to the 2021 Notes Indenture and the waiver of registration rights contained in the 2021 Registration Rights Agreement.
