PostRock Energy Corporation Announces Approval of Recombination Transaction by Quest Entity Shareholders and Unitholders
March 05 2010 - 2:30AM
Quest Resource Corporation (Nasdaq:QRCP) ("QRCP"), Quest Energy
Partners, L.P. (Nasdaq:QELP) ("QELP"), and Quest Midstream
Partners, L.P. ("QMLP") today announced their respective
shareholders and unitholders have approved the previously announced
recombination transaction of their companies under PostRock Energy
Corporation ("PostRock"), a new corporation that wholly owns all
three entities. The recombination is scheduled to close later
today. Shares of PostRock are to begin trading on the Nasdaq
Global Market on Monday, March 8, 2010 under the symbol "PSTR."
David C. Lawler, President and Chief Executive Officer of
PostRock, said, "We are pleased to announce that the shareholders
of QRCP and the unitholders of QELP and QMLP voted to approve the
recombination of the Quest entities under PostRock and that the
recombination is scheduled to be effective later today. We thank
each of our stakeholders for their support of the recombination and
look forward to building a strong future for PostRock. We believe
the recombination will make our company more competitive by
allowing us to increase our development activity, further reduce
costs, improve operational efficiency, and simplify our
organizational structure."
Under the terms of the merger agreement, each share of QRCP will
be exchanged for 0.0575 common shares of PostRock, each common unit
of QELP (other than those owned by QRCP) will be exchanged for
0.2859 common shares of PostRock, and each common unit of QMLP will
be exchanged for 0.4033 common shares PostRock.
Computershare Trust Company, N.A. is acting as exchange agent
for QRCP shareholders and QELP and QMLP unitholders and can be
contacted at (800) 884-4225 for investors within the United States
and Canada and (781) 575-4706 for investors outside of the United
States and Canada.
About PostRock Energy Corp.
PostRock is a vertically integrated energy company that owns:
more than 2,800 wells and nearly 2,200 miles of natural gas
gathering pipelines and is the largest producer of natural gas in
the Cherokee Basin of southeast Kansas and northeast Oklahoma;
nearly 400 natural gas and oil producing wells and undeveloped
acreage in the Appalachian Basin of the northeastern United States;
and over 1,100 miles of interstate natural gas transmission
pipelines in Oklahoma, Kansas, and Missouri. For more
information, visit PostRock's website at www.pstr.com.
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 PostRock believes that the expectations
reflected in such forward-looking statements are reasonable, they
can give no assurance that such expectations will prove to be
correct. Actual results may differ materially due to a variety
of factors, some of which may not be foreseen by
PostRock. These risks and other risks are detailed in
PostRock's filings with the Securities and Exchange Commission,
including risk factors listed in PostRock's Registration Statement
on Form S-4 and other filings with the SEC. You can find
PostRock's filings with the SEC at www.pstr.com or
www.sec.gov. By making these forward-looking statements,
PostRock undertakes no obligation to update these statements for
revisions or changes after the date of this release.
Additional Information
In connection with the recombination, PostRock filed a
registration statement on Form S-4 with the SEC, which was declared
effective on February 5, 2010. The registration statement
covers the shares of PostRock common stock to be issued to QRCP
stockholders, QELP common unitholders (other than QRCP) and QMLP
common unitholders in the recombination and includes a joint proxy
statement/prospectus. INVESTORS ARE URGED TO CAREFULLY READ THE
REGISTRATION STATEMENT AND THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC
REGARDING THE TRANSACTION CONTEMPLATED BY THE MERGER AGREEMENT,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PARTIES TO THE
MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER
AGREEMENT. Investors may obtain a free copy of the registration
statement and the definitive joint proxy statement/prospectus and
other documents containing information about the parties to the
merger agreement, without charge, at the SEC's web site at
www.sec.gov, QRCP's web site at www.qrcp.net, and QELP's web site
at www.qelp.net. Copies of the registration statement and the
definitive joint proxy statement/prospectus may also be obtained
for free by directing a request to Quest Resource Corporation,
Quest Energy Partners, L.P. or Quest Midstream Partners, L.P. at
210 Park Avenue, Suite 2750, Oklahoma City, OK 73102; Attn: Jack
Collins, Telephone: (405) 600-7704.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities 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.
CONTACT: PostRock Energy Corporation
Jack Collins, EVP Finance/Corporate Development
(405) 702-7460
www.pstr.com
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