Quest Resource Corp. Announces Joint Venture Agreement, Debt Repayment, and Affiliate Loan Amendments
November 07 2008 - 7:30AM
Marketwired
Quest Resource Corporation (NASDAQ: QRCP) ("QRCP") today announced
the sale of a 50% interest in its operations in Wetzel County, West
Virginia to a private entity for $6.1 million. Included in the sale
were approximately 4,500 net undeveloped acres, three wells in
various stages of completion (two horizontal wells and one vertical
well) and existing pipelines and facilities. QRCP will act as
operator and all future development costs will be equally split
between the private party and QRCP. Tudor, Pickering, Holt &
Co. Securities, Inc. acted as QRCP's advisor for the joint venture
sale.
Net proceeds from the sale were used to repay approximately $2.2
million on the company's term loan with the remainder available to
fund capital expenditures and overhead costs. With the repayment,
the term loan has a balance of $29 million with the next quarterly
principal payment of $1.5 million due on September 30, 2009. QRCP
has now completed $12.9 million of asset sales and repaid $6.5
million of debt. Under the terms of its amended loan agreement,
after repaying the $6.5 million of debt, QRCP is permitted to
retain up to the next $20 million of net cash proceeds from asset
sales completed before January 31, 2009 to fund capital
expenditures and working capital. Net cash proceeds above this
amount or received after this date are required to be used to repay
the term loan.
On November 5, 2008, Quest Energy Partners, L.P. (NASDAQ: QELP)
and Quest Midstream Partners, L.P. entered into agreements with
their lenders to amend their credit agreements. Among other terms
of the amendments, the lenders agreed to waive any potential
non-compliance in prior periods that was a direct or indirect
consequence of the questionable transfer of approximately $10
million of funds from the Quest entities to an entity controlled by
QRCP's former chief executive officer. The entities paid a 25 basis
point amendment fee on committed amounts of the facilities. Also
under the terms of the amendments, the interest rate for the
primary credit agreement of each entity was increased to a variable
level that is currently 6.875% per annum while the variable rate
for Quest Energy Partners' second lien term loan was increased to
12.5% per annum. The maturity date for Quest Energy Partner's
second lien term loan was extended to September 30, 2009.
Also on November 5, 2008, the lenders under Quest Energy
Partners' revolving credit agreement reconfirmed the borrowing base
of $190 million. After giving effect to the amendments and the
reconfirmation of the borrowing base, Quest Midstream Partners and
Quest Energy Partners each have $7 million of availability under
their respective revolving credit facilities. Neither Quest Energy
nor Quest Midstream have made any borrowing under their revolving
credit facilities since the Quest entities announced the
questionable transfer of funds on August 25, 2008. The full
amendments to the loan agreements were filed with the Securities
and Exchange Commission on November 7, 2008.
Management Comment
David Lawler, president of QRCP, said, "We believe this joint
venture agreement improves our liquidity while keeping us
positioned to capture the potential associated with the Marcellus
Shale formation in Wetzel County, West Virginia. We recently
completed drilling the horizontal section of one well in Wetzel
County and commenced drilling on the horizontal section of the
second well. We continue to pursue other transactions to further
improve our liquidity and generate additional funding for our
development plans in the Marcellus Shale play."
About Quest Resource Corporation
Quest Resource Corporation is a fully integrated E&P company
that owns: the right to develop approximately 105,000 net acres in
the Appalachian Basin of the northeastern United States, including
approximately 97,000 acres prospective for the Marcellus Shale;
100% of the general partner and a 57% limited partner interest in
Quest Energy Partners, L.P. (NASDAQ: QELP); and 85% of the general
partner and a 36% limited partner interest in Quest Midstream
Partners, L.P. Quest Resource operates and controls Quest Energy
Partners and Quest Midstream Partners through its ownership of
their general partners. For more information, visit the Quest
Resource website at www.qrcp.net, the Quest Energy Partners website
at www.qelp.net, and the Quest Midstream Partners website at
www.qmlp.net.
Forward-Looking Statements
Opinions, forecasts, projections or statements other than
statements of historical fact, are forward-looking statements that
involve risks and uncertainties. Forward-looking statements in this
announcement are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Although Quest
believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such
expectations will prove to be correct. In particular, the forward
looking statements made in this release are based upon a number of
financial and operating assumptions that are subject to a number of
risks, including the results of Quest's ongoing internal
investigation into the questionable transfers by Quest's former CEO
mentioned in this press release, the ongoing worldwide crisis in
the capital markets, uncertainty involved in exploring for and
developing new natural gas reserves, the sale prices of natural gas
and oil, labor and raw material costs, the availability of
sufficient capital resources to carry out the anticipated level of
new well development and construction of related pipelines,
environmental issues, weather conditions, competition and general
market conditions. Actual results may differ materially due to a
variety of factors, some of which may not be foreseen by Quest.
These risks, and other risks are detailed in Quest Resource
Corporation's filings with the Securities and Exchange Commission,
including risk factors listed in their latest annual reports on
Form 10-K and other filings with the Securities and Exchange
Commission. You can find Quest Resource Corporation's filings with
the Securities and Exchange Commission at www.qrcp.net or at
www.sec.gov. By making these forward-looking statements, Quest
undertakes no obligation to update these statements for revisions
or changes after the date of this release.
Company Contact: Jack Collins Interim CFO Phone: (405) 702-7460
Website: www.qrcp.net
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