Item 1.01. Entry into a Material Definitive Agreement" -->
| Item 1.01. | Entry into a Material Definitive Agreement. |
On July 3, 2008, Quicksilver Resources Inc. (Quicksilver) entered into a Purchase and Sale
Agreement (the Royalty PSA) with Nortex Minerals, L.P., Petrus Investment, L.P., Petrus
Development, L.P., and Perot Investment Partners, Ltd. (collectively, the Royalty Sellers) to
acquire certain royalty and related interests in various oil and gas properties (the Royalties)
relating to the Barnett Shale formation from the Royalty Sellers for a purchase price payable at
closing of $306,826,638 in cash and a number of shares of Quicksilvers common stock having a value
of $94,556,000. The number of shares of common stock to be issued to cover the stock portion of
the purchase price will be determined by dividing $94,556,000 by the volume-weighted average, for
each of the fifteen (15) consecutive trading days immediately prior to the third business day prior
to the closing date, of the per share volume-weighted average prices of Quicksilvers common stock.
The aggregate purchase price to be paid under the Royalty PSA, including the stock component, is
subject to certain purchase price adjustments.
Contemporaneously with the execution of the Royalty PSA, Quicksilver entered into a Purchase
and Sale Agreement (the Working Interest PSA and, collectively with the Royalty PSA, the
Purchase Agreements) with Hillwood Oil & Gas, L.P., Burtex Minerals, L.P., Chief Resources, LP,
Chief Resources Alliance Pipeline LLC, Chief Oil & Gas LLC, Hillwood Alliance Operating Company,
L.P., Berry Barnett, L.P., Collins and Young, L.L.C., and Mark Rollins (collectively, the Working
Interest Sellers and, together with the Royalty Sellers, the Sellers) to acquire an interest and
other rights in and to various oil and gas properties relating to the Barnett Shale formation,
including certain wells, equipment and other assets associated therewith (collectively, the
Interests) from the Working Interest Sellers for a purchase price payable at closing of
$693,173,362 in cash and a number of shares of Quicksilvers common stock having a value of
$212,444,000. The number of shares of common stock to be issued to cover the stock portion of the
purchase price will be determined by dividing $212,444,000 by the volume-weighted average, for each
of the fifteen (15) consecutive trading days immediately prior to the third business day prior to
the closing date, of the per share volume-weighted average prices of Quicksilvers common stock.
The aggregate purchase price to be paid under the Working Interest PSA, including the stock
component, is subject to certain purchase price adjustments.
The transactions (collectively, the Transaction) contemplated by the Purchase Agreements are
expected to close on August 8, 2008, subject to expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the
satisfaction or waiver of other customary closing conditions. Possession of the Royalties or Interests, as
applicable, will be transferred at the respective closings, but certain associated financial
benefits and burdens will be transferred effective as of April 1, 2008.
The Purchase Agreements contain customary representations, warranties, covenants,
indemnification obligations and closing conditions. Subject to certain conditions and exceptions,
each of the Purchase Agreements may be terminated prior to closing in the event that (a) the
parties to the agreement mutually consent to the termination, (b) the closing under the agreement
has not occurred prior to the close of business on October 1, 2008, (c) there is a failure to
perform certain covenants, (d) there is a material breach, or (e) there exists certain title and/or
environmental defects as applicable.
The foregoing summary is not intended to be complete and is qualified in its entirety by the
full text of the Royalty PSA and the Working Interest PSA, copies of which are attached as Exhibits
10.1 and 10.2, respectively, and are incorporated herein by reference.
| Item 2.02. | Results of Operations and Financial Condition. |
On July 7, 2008,
Quicksilver issued a press release that included an operational update regarding
estimated total average daily production and aggregate unit expenses for the second quarter of
2008. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by
reference. The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, is
being furnished to the Securities and Exchange Commission and shall not be deemed filed for the
purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liabilities of that Section.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The disclosure under Item 1.01 is incorporated herein by reference. The issuance of shares of
Quicksilvers common stock pursuant to the Purchase Agreements will be undertaken in reliance on
exemptions from registration provided under Section 4(2) of the Securities Act of 1933.
Quicksilver relied on these exemptions from registration based in part on representations made by
the Sellers in the Purchase Agreements, as to, among other matters, status as accredited investors,
access to information and investment intent.
| Item 7.01. | Regulation FD Disclosure. |
Quicksilver will host a
conference call on July 7, 2008, at 11:00 a.m. eastern time, to
discuss the details of the Transaction. A related slide presentation providing maps and other data
relating to the Transaction is attached as Exhibit
99.2 and is incorporated herein by reference. The information contained
in this Item 7.01, including Exhibit 99.2 attached hereto, is being furnished to the
Securities and Exchange Commission and shall not be deemed filed for the purpose of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that
Section.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit Number |
Description | |||
| 10.1 | Purchase and Sale Agreement, dated as of July 3, 2008, among
Nortex Minerals, L.P., Petrus Investment, L.P., Petrus
Development, L.P., and Perot Investment Partners, Ltd., as
Sellers, and Quicksilver Resources Inc., as Purchaser. |
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| 10.2 | Purchase and Sale Agreement, dated as of July 3, 2008, among
Hillwood Oil & Gas, L.P., Burtex Minerals, L.P., Chief Resources,
LP, Hillwood Alliance Operating Company, L.P., Chief Resources
Alliance Pipeline LLC, Chief Oil & Gas LLC, Berry Barnett, L.P.,
Collins and Young, L.L.C. and Mark Rollins, as Sellers, and
Quicksilver Resources Inc., as Purchaser. |
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| 99.1 | Press release dated July 7, 2008. |
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| 99.2 | Slide presentation in connection with July 7, 2008 conference call. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| QUICKSILVER RESOURCES INC. |
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| By: | /s/ John C. Cirone | |||
| John C. Cirone | ||||
| Senior Vice President, General Counsel and Secretary | ||||
Date: July 7, 2008
INDEX TO EXHIBITS
| Exhibit Number |
Description | |||
| 10.1 | Purchase and Sale Agreement, dated as of July 3, 2008, among
Nortex Minerals, L.P., Petrus Investment, L.P., Petrus
Development, L.P., and Perot Investment Partners, Ltd., as
Sellers, and Quicksilver Resources Inc., as Purchaser. |
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| 10.2 | Purchase and Sale Agreement, dated as of July 3, 2008, among
Hillwood Oil & Gas, L.P., Burtex Minerals, L.P., Chief Resources,
LP, Hillwood Alliance Operating Company, L.P., Chief Resources
Alliance Pipeline LLC, Chief Oil & Gas LLC, Berry Barnett, L.P.,
Collins and Young, L.L.C. and Mark Rollins, as Sellers, and
Quicksilver Resources Inc., as Purchaser. |
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| 99.1 | Press release dated July 7, 2008. |
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| 99.2 | Slide presentation in connection with July 7, 2008 conference call. |
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