LAFAYETTE, La., Sept. 27, 2016 /PRNewswire/ — PetroQuest Energy, Inc. (NYSE: PQ) announced today that it has closed its previously announced private exchange offers (the “Exchange Offers”) 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 the consideration set forth below, and related consent solicitation (the “Consent Solicitation”) to adopt certain amendments to the indenture governing the 2021 Notes (the “Indenture Amendments”) and the registration rights agreement with respect to the 2021 Notes (the “2021 Registration Rights Agreement”).
At the closing, and in satisfaction of the consideration of $243,468,000 in aggregate principal amount of the Old Notes, representing approximately 86.9% of the outstanding aggregate principal amount of Old Notes, validly tendered (and not validly withdrawn) in the Exchange Offers, PetroQuest issued (i) $243,468,000 in aggregate principal amount of its newly issued 10% Second Lien Senior Secured PIK Notes due 2021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”). PetroQuest also paid, in cash, accrued and unpaid interest on Old Notes accepted in the Exchange Offer from the last applicable interest payment date to, but not including, September 27, 2016. Interest on the New Notes will accrue from September 27, 2016.
Following the consummation of the Exchange Offers, there are $22,650,000 in aggregate principal amount of the 2017 Notes outstanding and $14,177,000 million in aggregate principal amount of the 2021 Notes outstanding.
On September 23, 2016, the Company made the interest payment previously due on September 1, 2016 with respect to the 2017 Notes, which payment was made prior to the expiration of the 30 day grace period for payment of interest under the indenture governing the 2017 Notes.
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 Offers were 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, 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.