As filed with the Securities and Exchange Commission on
September 14, 2009.
Registration No. 333-161680
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Amendment No. 1
to
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
QUICKSILVER GAS SERVICES
LP
(Exact Name of Registrant as
Specified in Its Charter)
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Delaware
(State or Other Jurisdiction
of
Incorporation or Organization)
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56-2639586
(I.R.S. Employer
Identification Number)
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777 West Rosedale Street
Fort Worth, Texas 76104
(817) 665-8620
(Address, Including Zip Code,
and Telephone Number, Including Area Code, of Registrants
Principal Executive Offices)
Thomas F. Darden
777 West Rosedale Street
Fort Worth, Texas 76104
(817) 665-8620
(Name, Address, Including Zip
Code, and Telephone Number, Including Area Code, of Agent For
Service)
Copy to:
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John C. Cirone, Esq.
Senior Vice President, General Counsel and Secretary
Quicksilver Gas Services GP LLC
777 West Rosedale Street
Fort Worth, Texas 76104
(817) 665-8620
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Richard D. Truesdell Jr.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
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Approximate date of commencement of proposed sale to the
public:
From time to time after the effective
date of this registration statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
check the following
box.
o
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following
box.
þ
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering.
o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering.
o
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following
box.
o
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following
box.
o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated
filer
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Accelerated
filer
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Non-accelerated
filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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CALCULATION
OF REGISTRATION FEE(1)
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Proposed Maximum
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Proposed Maximum
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Title of Each Class of
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Amount to be
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Aggregate Price
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Aggregate Offering
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Amount of
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Securities to be Registered*
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Registered(1)
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Per Unit(1)
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Price(1)(2)
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Registration Fee
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Common Units
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Debt Securities
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Warrants
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Purchase Contracts
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Units
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Total
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$150,000,000(3)
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$8,370(4)
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(1)
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Not applicable pursuant to
Form S-3 General Instruction II(D).
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(2)
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Estimated solely for the purpose of
determining the registration fee in accordance with
Rule 457(o) under the Securities Act of 1933, and based
upon the maximum aggregate offering price of all securities
being registered.
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(3)
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There are being registered
hereunder a presently indeterminate number of common units,
warrants, purchase contracts and units and an indeterminate
principal amount of debt securities. In no event will the
aggregate initial offering price of all securities offered from
time to time pursuant to the prospectus included as a part of
this registration statement exceed $150,000,000. The common
units consist of units representing limited partner interests.
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The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the
U.S. Securities and Exchange Commission, acting pursuant to
said Section 8(a), may determine.
The
information in this prospectus is not complete and may be
changed. A registration statement relating to these securities
has been filed with the Securities and Exchange Commission.
These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these
securities in any jurisdiction where the offer or sale is not
permitted.
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SUBJECT TO COMPLETION, DATED
SEPTEMBER 14, 2009
PROSPECTUS
QUICKSILVER GAS SERVICES
LP
$150,000,000
Common Units, Debt
Securities,
Warrants, Purchase Contracts
and Units
We may offer from time to time common units, debt securities,
warrants, purchase contracts or units. In addition, certain
selling securityholders to be identified in a prospectus
supplement may offer and sell these securities from time to
time, in amounts, at prices and on terms that will be determined
at the time the securities are offered. We may offer the
securities separately or together, in separate series or classes
and in amounts, at prices and on terms described in one or more
offerings.
Our common units are listed on the New York Stock Exchange under
the trading symbol KGS.
We will provide the specific terms of the securities in
supplements to this prospectus.
We urge you to carefully read this prospectus and the
accompanying prospectus supplement, together with the documents
we incorporate by reference, which will describe the specific
terms of these securities, before you make your investment
decision.
Investing in these securities involves certain
risks. See Risk Factors in our most
recent annual report on
Form 10-K,
which is incorporated by reference herein, as well as in any
other recently filed quarterly or current reports and, if any,
in the relevant prospectus supplement.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities, or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus
is ,
2009
You should rely only on the information contained in or
incorporated by reference in this prospectus or any related
prospectus supplement or free writing prospectus. We have not
authorized anyone to provide you with different information. We
are not making an offer of these securities in any state where
the offer is not permitted. You should not assume that the
information contained in or incorporated by reference in this
prospectus is accurate as of any date other than the date on the
front of this prospectus. The terms Quicksilver Gas
Services, the Company, we,
us and our refer to Quicksilver Gas
Services LP and its subsidiaries.
TABLE OF
CONTENTS
ii
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement that we
filed with the Securities and Exchange Commission, or the SEC,
utilizing a shelf registration process. Under this
shelf process, we may sell up to $150,000,000 of any combination
of the securities described in this prospectus in one or more
offerings. This prospectus provides you with a general
description of the securities we may offer. Each time we sell
securities, we will provide a prospectus supplement that will
contain specific information about the terms of that offering.
The prospectus supplement may also add, update or change
information contained in this prospectus. You should carefully
read both this prospectus and any applicable prospectus
supplement together with additional information described under
the heading Where You Can Find More Information
before deciding to invest in any of the securities being offered.
We have filed or incorporated by reference exhibits to the
registration statement of which this prospectus forms a part.
You should read the exhibits carefully for provisions that may
be important to you.
QUICKSILVER
GAS SERVICES LP
We are a master limited partnership engaged in the business of
gathering and processing natural gas and natural gas liquids,
produced from the Barnett Shale formation in the Fort Worth
Basin located in North Texas. We provide services under
contracts, whereby we receive fees for performing gathering and
processing services. We do not take title to the natural gas or
associated NGLs that we gather and process and therefore avoid
direct commodity price exposure. Our assets include:
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The Cowtown System, which includes:
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the Cowtown Pipeline, which consists of a pipeline gathering
system and gas compression facilities in the southern portion of
the Fort Worth Basin and gathers natural gas produced by
our customers and delivers it for processing;
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the Cowtown Plant, in Hood County, Texas, which consists of two
natural gas processing units that extract NGLs from the natural
gas stream and deliver customers residue gas to
unaffiliated pipelines for transport and sale
downstream; and
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the Corvette Plant in Hood County, Texas, which was placed in
service during the first quarter 2009, and consists of a natural
gas processing unit that extracts NGLs from the natural gas
stream and delivers our customers residue gas to
unaffiliated pipelines for transport and sale downstream.
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The Lake Arlington Dry System, located in Tarrant County, Texas,
which consists of a gathering system and a gas compression
facility. This system is connected to affiliated pipelines for
transport and sale downstream.
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Our principal and administrative offices are located at
777 West Rosedale Street, Fort Worth, Texas 76104 and
our telephone number is
(817) 665-8620.
Our website address is www.kgslp.com. Our website and the
information contained therein or connected thereto shall not be
deemed to be incorporated into this prospectus or the
registration statement of which they form a part.
USE OF
PROCEEDS
Unless otherwise indicated in a prospectus supplement, the net
proceeds from the sale of the securities will be used for
general corporate purposes. In the case of a sale by a selling
securityholder, we will not receive any of the proceeds from
such sale.
1
RATIO OF
EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed
charges for the periods indicated.
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June 30,
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December 31,
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December 31,
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December 31,
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December 31,
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December 31,
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Period ended
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2009
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2008
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2007
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2006
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2005
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2004*
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Ratio of earnings to fixed charges
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3.8
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3.1
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x
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2.8
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8.8
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x
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7.9
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2,586.0x
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*
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Period from January 21, 2004 (Inception) to
December 31, 2004
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DESCRIPTION
OF SECURITIES
This prospectus contains a summary of the securities that we may
sell. These summaries are not meant to be a complete description
of each security. However, this prospectus and the accompanying
prospectus supplement contain the material terms of the
securities being offered.
DESCRIPTION
OF THE COMMON UNITS
The following is a brief description of our common units. Please
read the description of our common units, our second amended and
restated agreement of limited partnership, dated as of
February 19, 2008, or our partnership agreement, and our
cash distribution policy contained in registration statement on
Form 8-A
filed on March 17, 2009, including any amendment or report
filed for the purpose of updating the description, which are
incorporated herein by reference, for more information on the
common units, our partnership agreement and our cash
distribution policy.
The
Units
The common units and the subordinated units are separate classes
of limited partner interests in us. The holders of units are
entitled to participate in partnership distributions and
exercise the rights or privileges available to limited partners
under our partnership agreement.
Transfer
Agent and Registrar
Duties.
Mellon Investor Services serves as
registrar and transfer agent for the common units. We will pay
all fees charged by the transfer agent for transfers of common
units except the following that must be paid by unitholders:
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surety bond premiums to replace lost or stolen certificates,
taxes and other governmental charges;
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special charges for services requested by a common
unitholder; and
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other similar fees or charges.
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There will be no charge to unitholders for disbursements of our
cash distributions. We will indemnify the transfer agent, its
agents and each of their stockholders, directors, officers and
employees against all claims and losses that may arise out of
acts performed or omitted for its activities in that capacity,
except for any liability due to any gross negligence or
intentional misconduct of the indemnified person or entity.
Resignation or Removal.
The transfer agent may
resign, by notice to us, or be removed by us. The resignation or
removal of the transfer agent will become effective upon our
appointment of a successor transfer agent and registrar and its
acceptance of the appointment. If no successor has been
appointed and has accepted the appointment within 30 days
after notice of the resignation or removal, our general partner
may act as the transfer agent and registrar until a successor is
appointed.
2
Transfer
of Common Units
By transfer of common units in accordance with our partnership
agreement, each transferee of common units shall be admitted as
a limited partner with respect to the common units transferred
when such transfer and admission is reflected in our books and
records. Each transferee:
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represents that the transferee has the capacity, power and
authority to become bound by our partnership agreement;
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automatically agrees to be bound by the terms and conditions of,
and is deemed to have executed, our partnership
agreement; and
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gives the consents and approvals contained in our partnership
agreement.
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A transferee will become a substituted limited partner of our
partnership for the transferred common units automatically upon
the recording of the transfer on our books and records. Our
general partner will cause any transfers to be recorded on our
books and records no less frequently than quarterly.
We may, at our discretion, treat the nominee holder of a common
unit as the absolute owner. In that case, the beneficial
holders rights are limited solely to those that it has
against the nominee holder as a result of any agreement between
the beneficial owner and the nominee holder.
Common units are securities and are transferable according to
the laws governing transfers of securities. In addition to other
rights acquired upon transfer, the transferor gives the
transferee the right to become a substituted limited partner in
our partnership for the transferred common units.
Until a common unit has been transferred on our books, we and
the transfer agent may treat the record holder of the unit as
the absolute owner for all purposes, except as otherwise
required by law or stock exchange regulations.
DESCRIPTION
OF DEBT SECURITIES
The debt securities that we may offer by this prospectus consist
of notes, debentures, or other evidences of indebtedness of
Quicksilver Gas Services, which we refer to as debt
securities. We may issue debt securities in one or more
series under an indenture, dated as of August 28, 2009,
between us and The Bank of New York Mellon Trust Company,
N.A., as trustee. A copy of the indenture which is included as
an exhibit to the registration statement of which this
prospectus is a part, is incorporated herein by reference.
Except as otherwise defined in this prospectus, capitalized
terms used in this prospectus have the meanings given to them in
the indenture.
The provisions of the indenture will generally be applicable to
all of the debt securities. Selected provisions of the indenture
are described in this prospectus. Additional or different
provisions that are applicable to a particular series of debt
securities will, if material, be described in a prospectus
supplement relating to the offering of debt securities of that
series. These provisions may include, among other things and to
the extent applicable, the following:
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the title of the debt securities;
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the extent, if any, to which the debt securities are
subordinated in right of payment to other indebtedness of
Quicksilver Gas Services;
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any limit on the aggregate principal amount of the debt
securities;
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the persons to whom any interest on the debt securities will be
payable, if other than the registered holders thereof on the
regular record date therefor;
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the date or dates on which the principal of the debt securities
will be payable;
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the rate or rates at which the debt securities will bear
interest, if any, and the date or dates from which interest will
accrue;
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the dates on which interest will be payable and the regular
record dates for interest payment dates;
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the place or places where the principal of and any premium and
interest on the debt securities will be payable;
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the period or periods, if any, within which, and the price or
prices at which, the debt securities may be redeemed, in whole
or in part, at our option;
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our obligation, if any, to redeem or purchase the debt
securities pursuant to sinking fund or similar provisions and
the terms and conditions of any such redemption or purchase;
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the denominations in which the debt securities will be issuable,
if other than denominations of $1,000 and any integral multiple
thereof;
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the currency, currencies or currency units, if other than
currency of the United States of America, in which payment of
the principal of and any premium or interest on the debt
securities will be payable, and the terms and conditions of any
elections that may be made available with respect thereto;
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any index or formula used to determine the amount of payments of
principal of and any premium or interest on the debt securities;
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whether the debt securities are to be issued in whole or in part
in the form of one or more global securities and, if so, the
identity of the depositary, if any, for the global securities;
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the terms and conditions, if any, pursuant to which the debt
securities are convertible into or exchangeable for the common
stock or other securities of Quicksilver Gas Services or any
other person;
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the principal amount (or any portion of the principal amount) of
the debt securities which will be payable upon any declaration
of acceleration of the maturity of the debt securities pursuant
to an event of default; and
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the applicability to the debt securities of the provisions
described in Defeasance below.
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We may issue debt securities at a discount from their stated
principal amount. Federal income tax considerations and other
special considerations applicable to any debt security issued
with original issue discount (an original issue discount
security) may be described in an applicable prospectus
supplement.
If the purchase price of any series of the debt securities is
payable in a foreign currency or currency unit or if the
principal of or any premium or interest on any series of the
debt securities is payable in a foreign currency or currency
unit, the restrictions, elections, general tax considerations,
specific terms, and other information with respect to the debt
securities and the applicable foreign currency or currency unit
will be set forth in an applicable prospectus supplement.
Unless otherwise indicated in an applicable prospectus
supplement:
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the debt securities will be issued only in fully registered form
(without coupons) in denominations of $1,000 or integral
multiples thereof; and
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payment of principal, premium, if any, and interest on the debt
securities will be payable, and the exchange, conversion, and
transfer of debt securities will be registrable, at our office
or agency maintained for those purposes and at any other office
or agency maintained for those purposes. No service charge will
be made for any registration of transfer or exchange of the debt
securities, but we may require payment of a sum sufficient to
cover any tax or other governmental charge imposed in connection
therewith.
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Global
Securities
The debt securities of a series may be issued in whole or in
part in the form of one or more global securities that will be
deposited with, or on behalf of, a depositary or its nominee
identified in an applicable prospectus supplement. Unless and
until it is exchanged in whole or in part for debt securities in
registered form, a global security may not be registered for
transfer or exchange except:
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by the depositary to a nominee of the depositary;
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by a nominee of the depositary to the depositary or another
nominee of the depositary;
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by the depositary or any nominee of the depositary to a
successor depositary or a nominee of the successor
depositary; or
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in any other circumstances described in an applicable prospectus
supplement.
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The specific terms of the depositary arrangement with respect to
any debt securities to be represented by a global security will
be described in an applicable prospectus supplement. We expect
that the following provisions will apply to depositary
arrangements.
Unless otherwise specified in an applicable prospectus
supplement, any global security that represents debt securities
will be registered in the name of the depositary or its nominee.
Upon the deposit of a global security with or on behalf of the
depositary for the global security, the depositary will credit,
on its book-entry registration and transfer system, the
respective principal amounts of the debt securities represented
by the global security to the accounts of institutions that are
participants in such system. The accounts to be credited will be
designated by the underwriters or agents of the debt securities
or by us, if the debt securities are offered and sold directly
by us.
Ownership of beneficial interests in debt securities represented
by a global security will be limited to participants in the
book-entry registration and transfer system of the applicable
depositary or persons that may hold interests through those
participants. Ownership of those beneficial interests by
participants will be shown on, and the transfer of ownership
will be effected only through, records maintained by the
depositary or its nominee for such global security. Ownership of
such beneficial interests by persons that hold through such
participants will be shown on, and the transfer of such
ownership will be effected only through, records maintained by
the participants. The laws of some jurisdictions require that
specified purchasers of securities take physical delivery of
their securities in definitive form. These laws may impair your
ability to transfer beneficial interests in a global security.
So long as the depositary for a global security, or its nominee,
is the registered owner of the global security, the depositary
or the nominee, as the case may be, will be considered the sole
owner or holder of the debt securities represented by the global
security for all purposes under the indenture. Unless otherwise
specified in an applicable prospectus supplement, owners of
beneficial interests in the global security will not be entitled
to have any of the debt securities represented by the global
security registered in their names, will not receive or be
entitled to receive physical delivery of any such debt
securities in certificated form, and will not be considered the
owners or holders of the debt securities for any purpose under
the indenture. Accordingly, each person owning a beneficial
interest in debt securities represented by a global security
must rely on the procedures of the applicable depositary and, if
the person is not a participant in the book-entry registration
and transfer system of the applicable depositary, on the
procedures of the participant through which the person owns its
interest, to exercise any rights of an owner or holder of debt
securities under the indenture.
We understand that, under existing industry practices, if an
owner of a beneficial interest in debt securities represented by
a global security desires to give any notice or take any action
that an owner or holder of debt securities is entitled to give
or take under the indenture:
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the applicable depositary would authorize its participants to
give the notice or take the action; and
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the participants would authorize persons owning the beneficial
interests through the participants to give the notice or take
the action or would otherwise act upon the instructions of the
persons owning the beneficial interests.
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Principal of and any premium and interest on debt securities
represented by a global security will be payable in the manner
described in an applicable prospectus supplement. Payment of
principal of, and any premium or interest on, debt securities
represented by a global security will be made to the applicable
depositary or its nominee, as the case may be, as the registered
owner or the holder of the global security. None of us, the
trustee, any paying agent, or the registrar for debt securities
represented by a global security will have any responsibility or
liability for any aspect of the records relating to or payments
made on account of beneficial ownership interests in those debt
securities or for maintaining, supervising, or reviewing any
records relating to those beneficial ownership interests.
5
Certain
Covenants of Quicksilver Gas Services
Maintenance of Office or Agency.
We will be
required to maintain an office or agency in each place of
payment for each series of debt securities for notice and demand
purposes and for the purposes of presenting or surrendering debt
securities for payment, registration of transfer, or exchange.
Paying Agents, Etc.
If we act as our own
paying agent with respect to any series of debt securities, on
or before each due date of the principal of or interest on any
of the debt securities of that series, we will be required to
segregate and hold in trust for the benefit of the persons
entitled to payment a sum sufficient to pay the amount due and
to notify the trustee promptly of our action or failure to act.
If we have one or more paying agents for any series of debt
securities, prior to each due date of the principal of or
interest on any debt securities of that series, we will be
required to deposit with a paying agent a sum sufficient to pay
the amount due and, unless the paying agent is the trustee, to
promptly notify the trustee of our action or failure to act. All
moneys paid by us to a paying agent for the payment of principal
of or interest on any debt securities that remain unclaimed for
two years after the principal or interest has become due and
payable may be repaid to us, and thereafter the holder of those
debt securities may look only to us for payment thereof.
Existence.
We will be required to, and will be
required to cause our subsidiaries to, preserve and keep in full
force and effect our and their existence, charter rights,
statutory rights, and franchises, except to the extent that the
failure to do so would not have a material adverse effect.
Restrictive Covenants.
Any restrictive
covenants applicable to any series of debt securities will be
described in an applicable prospectus supplement.
Events of
Default
The following are Events of Default under the indenture with
respect to debt securities of any series:
(1) failure to pay principal of or premium, if any, on any
debt security of that series when due;
(2) failure to pay any interest on any debt security of
that series when due, which failure continues for 30 calendar
days;
(3) failure to make any sinking fund payment when and as
due by the terms of any debt security of that series;
(4) failure to redeem any debt security of that series when
required to do so under the terms thereof;
(5) failure to perform, or breach of, any other of our
covenants in the indenture (other than a covenant included in
the indenture solely for the benefit of a series of debt
securities other than that series), which failure or breach
continues for 60 calendar days after written notice thereof has
been given to us as provided in the indenture;
(6) any nonpayment at maturity or other default (beyond any
applicable grace period) under any agreement or instrument
relating to any other of our or certain of our
subsidiaries indebtedness, the unpaid principal amount of
which is not less than $15 million, which default results
in the acceleration of the maturity of the indebtedness prior to
its stated maturity or occurs at the final maturity thereof;
(7) specified events of bankruptcy, insolvency, or
reorganization involving us or certain of our
subsidiaries; and
(8) any other Event of Default provided with respect to
debt securities of that series.
Pursuant to the Trust Indenture Act, the trustee is
required, within 90 calendar days after the occurrence of a
default in respect of any series of debt securities, to give to
the holders of the debt securities of that series notice of all
uncured defaults known to it, except that:
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in the case of a default in the performance of any covenant of
the character contemplated in clause (5) above, no notice
will be given until at least 30 calendar days after the
occurrence of the default; and
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other than in the case of a default of the character
contemplated in clause (1), (2), or (3) above, the trustee
may withhold notice if and so long as it in good faith
determines that the withholding of notice is in the interests of
the holders of the debt securities of that series.
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If an Event of Default described in clause (7) above
occurs, the principal of, premium, if any, and accrued interest
on the debt securities of that series will become immediately
due and payable without any declaration or other act on the part
of the trustee or any holder of the debt securities of that
series. If any other Event of Default with respect to debt
securities of any series occurs and is continuing, either the
trustee or the holders of at least 25% in principal amount of
the debt securities of that series may declare the principal
amount of all debt securities of that series to be due and
payable immediately. However, at any time after a declaration of
acceleration with respect to debt securities of any series has
been made, but before a judgment or decree based on such
acceleration has been obtained, the holders of a majority in
principal amount of the debt securities of that series may,
under specified circumstances, rescind and annul such
acceleration. See Modification and
Waiver below.
Subject to the duty of the trustee to act with the required
standard of care during an Event of Default, the trustee will
have no obligation to exercise any of its rights or powers under
the indenture at the request or direction of the holders of debt
securities, unless holders of debt securities shall have
furnished to the trustee reasonable security or indemnity.
Subject to the provisions of the indenture, including those
requiring security or indemnification of the trustee, the
holders of a majority in principal amount of the debt securities
of any series will have the right to direct the time, method,
and place of conducting any proceeding for any remedy available
to the trustee, or exercising any trust or power conferred on
the trustee, with respect to the debt securities of that series.
No holder of a debt security of any series will have any right
to institute any proceeding with respect to the indenture or for
any remedy thereunder unless:
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the holder has previously given to the trustee written notice of
a continuing Event of Default;
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the holders of at least 25% in aggregate principal amount of the
outstanding debt securities of the same series have requested
the trustee to institute a proceeding in respect of the Event of
Default;
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the holder or holders have furnished reasonable indemnity to the
trustee to institute the proceeding as trustee;
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the trustee has not received from the holders of a majority in
principal amount of the outstanding debt securities of the same
series a direction inconsistent with the request; and
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the trustee has failed to institute the proceeding within 60
calendar days.
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However, the limitations described above do not apply to a suit
instituted by a holder of a debt security for enforcement of
payment of the principal of and interest on such debt security
on or after the applicable due dates for the payment of such
principal and interest.
We are required to furnish to the trustee annually a statement
as to our performance of our obligations under the indenture and
as to any default in our performance.
Any additional Events of Default with respect to any series of
debt securities, and any variations from the foregoing Events of
Default applicable to any series of debt securities, will be
described in an applicable prospectus supplement.
Modification
and Waiver
In general, modifications and amendments of the indenture may be
made by us and the trustee with the consent of the holders of
not less than a majority in principal amount of the debt
securities of each series affected thereby. However, no
modification or amendment of the indenture may, without the
consent of the holder of each debt security affected thereby:
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change the stated maturity of, or any installment of principal
of, or interest on, any debt security;
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reduce the principal amount of, the rate of interest on, or the
premium, if any, payable upon the redemption of, any debt
security;
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reduce the amount of principal of an original issue discount
security payable upon acceleration of the maturity thereof;
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change the place or currency of payment of principal of, or
premium, if any, or interest on any debt security;
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impair the right to institute suit for the enforcement of any
payment on or with respect to any debt security on or after the
stated maturity or prepayment date thereof; or
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reduce the percentage in principal amount of debt securities of
any series required for modification or amendment of the
indenture or for waiver of compliance with certain provisions of
the indenture or for waiver of certain defaults.
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The holders of at least a majority in principal amount of the
debt securities of any series may, on behalf of the holders of
all debt securities of that series, waive our compliance with
specified covenants of the indenture. The holders of at least a
majority in principal amount of the debt securities of any
series may, on behalf of the holders of all debt securities of
that series, waive any past default under the indenture with
respect to that series, except:
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a default in the payment of the principal of, or premium, if
any, or interest on, any debt security of that series; or
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a default of a provision of the indenture that cannot be
modified or amended without the consent of the holder of each
debt security of that series.
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Defeasance
Unless otherwise specified in a prospectus supplement applicable
to a particular series of debt securities and except as
described below, upon compliance with the applicable
requirements described below, we:
(1) will be deemed to have been discharged from our
obligations with respect to the debt securities of that
series; or
(2) will be released from our obligations to comply with
certain covenants described under Certain
Covenants of Quicksilver Gas Services above with respect
to the debt securities of that series, and the occurrence of an
event described in any of clauses (3), (4), (5), (6), and
(8) under Events of Default above
will no longer be an Event of Default with respect to the debt
securities of that series except to the limited extent described
below.
Following any defeasance described in clause (1) or
(2) above, we will continue to have specified obligations
under the indenture, including obligations to register the
transfer or exchange of debt securities of the applicable
series; replace destroyed, stolen, lost, or mutilated debt
securities of the applicable series; maintain an office or
agency in respect of the debt securities of the applicable
series; and hold funds for payment to holders of debt securities
of the applicable series in trust. In the case of any defeasance
described in clause (2) above, any failure by us to comply
with our continuing obligations may constitute an Event of
Default with respect to the debt securities of the applicable
series as described in clause (5) under
Events of Defaults above.
In order to effect any defeasance described in clause (1)
or (2) above, we must irrevocably deposit with the trustee,
in trust, money or specified government obligations (or
depositary receipts therefor) that through the payment of
principal and interest in accordance with their terms will
provide money in an amount sufficient to pay all of the
principal of, premium, if any, and interest on the debt
securities of such series on the dates such payments are due in
accordance with the terms of such debt securities. In addition:
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no Event of Default or event which with the giving of notice or
lapse of time, or both, would become an Event of Default under
the indenture shall have occurred and be continuing on the date
of such deposit;
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no Event of Default described in clause (7) under
Events of Default above or event that
with the giving of notice or lapse of time, or both, would
become an Event of Default described in such clause (7)
shall have occurred and be continuing at any time on or prior to
the 90th calendar day following the date of deposit;
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in the event of any defeasance described in clause (1)
above, we shall have delivered an opinion of counsel, stating
that (a) we have received from, or there has been published
by, the IRS a ruling or (b) there has been a
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change in applicable federal law, in either case to the effect
that, among other things, the holders of the debt securities of
such series will not recognize gain or loss for United States
federal income tax purposes as a result of such deposit or
defeasance and will be subject to United States federal income
tax in the same manner as if such defeasance had not
occurred; and
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in the event of any defeasance described in clause (2)
above, we shall have delivered an opinion of counsel to the
effect that, among other things, the holders of the debt
securities of such series will not recognize gain or loss for
United States federal income tax purposes as a result of such
deposit or defeasance and will be subject to United States
federal income tax in the same manner as if such defeasance had
not occurred.
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If we fail to comply with our remaining obligations under the
indenture with respect to the debt securities of the applicable
series following a defeasance described in clause (2) above
and the debt securities of that series are declared due and
payable because of the occurrence of any undefeased Event of
Default, the amount of money and government obligations on
deposit with the trustee may be insufficient to pay amounts due
on the debt securities of that series at the time of the
acceleration resulting from such Event of Default. However, we
will remain liable in respect of such payments.
Satisfaction
and Discharge
We, at our option, may satisfy and discharge the indenture
(except for specified obligations of us and the trustee,
including, among others, the obligations to apply money held in
trust) when:
(1) all of our debt securities previously authenticated and
delivered under the indenture (subject to specified exceptions
relating to debt securities that have otherwise been satisfied
or provided for) have been delivered to the trustee for
cancellation; or
(2) all of our debt securities not previously delivered to
the trustee for cancellation have become due and payable, will
become due and payable at their stated maturity within one year,
or are to be called for redemption within one year under
arrangements satisfactory to the trustee for the giving of
notice of redemption by the trustee, and we have deposited or
caused to be deposited with the trustee as trust funds for such
purpose an amount sufficient to pay and discharge the entire
indebtedness on such debt securities, for principal and any
premium and interest to the date of such deposit (in the case of
debt securities which have become due and payable) or to the
stated maturity or redemption date, as the case may be;
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we have paid or caused to be paid all other sums payable by us
under the indenture; and
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we have delivered to the trustee an officers certificate
and an opinion of counsel, each to the effect that all
conditions precedent relating to the satisfaction and discharge
of the indenture have been satisfied.
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Limitations
on Merger and Other Transactions
Prior to the satisfaction and discharge of the indenture, we may
not consolidate with or merge with or into any other person, or
transfer all or substantially all of our properties and assets
to another person unless:
(1) we are the continuing or surviving person in the
consolidation or merger; or
(2) the person (if other than us) formed by the
consolidation or into which we are merged or to which all or
substantially all of our properties and assets are transferred
is a corporation, partnership, limited liability company,
business trust, trust or other legal entity organized and
validly existing under the laws of the United States, any State
thereof, or the District of Columbia, and expressly assumes, by
a supplemental indenture, all of our obligations under the debt
securities and the indenture;
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immediately after the transaction and the incurrence or
anticipated incurrence of any indebtedness to be incurred in
connection therewith, no Event of Default exists; and
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an officers certificate is delivered to the trustee to the
effect that both of the conditions set forth above have been
satisfied and an opinion of outside counsel has been delivered
to the trustee to the effect that the first condition set forth
above has been satisfied.
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The continuing, surviving, or successor person will succeed to
and be substituted for us with the same effect as if it had been
named in the indenture as a party thereto, and thereafter the
predecessor person will be relieved of all obligations and
covenants under the indenture and the debt securities.
Governing
Law
The indenture is, and the debt securities will be, governed by,
and construed in accordance with, the laws of the State of New
York.
Regarding
the Trustee
The indenture contains specified limitations on the right of the
trustee, should it become our creditor within three months of,
or subsequent to, a default by us to make payment in full of
principal of or interest on any series of debt securities issued
pursuant to the indenture when and as the same becomes due and
payable, to obtain payment of claims, or to realize for its own
account on property received in respect of any such claim as
security or otherwise, unless and until such default is cured.
However, the trustees rights as our creditor will not be
limited if the creditor relationship arises from, among other
things:
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the ownership or acquisition of securities issued under any
indenture or having a maturity of one year or more at the time
of acquisition by the trustee;
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specified advances authorized by a receivership or bankruptcy
court of competent jurisdiction or by the indenture;
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disbursements made in the ordinary course of business in its
capacity as indenture trustee, transfer agent, registrar,
custodian, or paying agent or in any other similar capacity;
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indebtedness created as a result of goods or securities sold in
a cash transaction or services rendered or premises
rented; or
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the acquisition, ownership, acceptance, or negotiation of
specified drafts, bills of exchange, acceptances, or other
obligations.
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The indenture does not prohibit the trustee from serving as
trustee under any other indenture to which we may be a party
from time to time or from engaging in other transactions with
us. If the trustee acquires any conflicting interest within the
meaning of the Trust Indenture Act of 1939 and there is an
Event of Default with respect to any series of debt securities,
the trustee must eliminate the conflict or resign.
DESCRIPTION
OF WARRANTS
We may issue warrants to purchase our securities or securities
of third parties or other rights, including rights to receive
payment in cash or securities based on the value, rate or price
of one or more specified commodities, currencies, securities or
indices, or any combination of the foregoing. Warrants may be
issued independently or together with any other securities and
may be attached to, or separate from, such securities. Each
series of warrants will be issued under a separate warrant
agreement to be entered into between us and a warrant agent. The
terms of any warrants to be issued and a description of the
material provisions of the applicable warrant agreement will be
set forth in the applicable prospectus supplement.
DESCRIPTION
OF PURCHASE CONTRACTS
We may issue purchase contracts for the purchase or sale of:
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securities issued by us or securities of third parties, a basket
of such securities, an index or indices of such securities or
any combination of the above as specified in the applicable
prospectus supplement;
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currencies; or
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commodities.
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Each purchase contract will entitle the holder thereof to
purchase or sell, and obligate us to sell or purchase, on
specified dates, such securities, currencies or commodities at a
specified purchase price, which may be based on a formula, all
as set forth in the applicable prospectus supplement. We may,
however, satisfy our obligations, if any, with respect to any
purchase contract by delivering the cash value of such purchase
contract or the cash value of the property otherwise deliverable
or, in the case of purchase contracts on underlying currencies,
by delivering the underlying currencies, as set forth in the
applicable prospectus supplement. The applicable prospectus
supplement will also specify the methods by which the holders
may purchase or sell such securities, currencies or commodities
and any acceleration, cancellation or termination provisions or
other provisions relating to the settlement of a purchase
contract.
The purchase contracts may require us to make periodic payments
to the holders thereof or vice versa, which payments may be
deferred to the extent set forth in the applicable prospectus
supplement, and those payments may be unsecured or prefunded on
some basis. The purchase contracts may require the holders
thereof to secure their obligations in a specified manner to be
described in the applicable prospectus supplement.
Alternatively, purchase contracts may require holders to satisfy
their obligations thereunder when the purchase contracts are
issued. Our obligation to settle such pre-paid purchase
contracts on the relevant settlement date may constitute
indebtedness. Accordingly, pre-paid purchase contracts will be
issued under the Indenture.
DESCRIPTION
OF UNITS
As specified in the applicable prospectus supplement, we may
issue units consisting of one or more common units, purchase
contracts, warrants, debt securities or any combination of such
securities.
FORMS OF
SECURITIES
Each security will be represented either by a certificate issued
in definitive form to a particular investor or by one or more
global securities representing the entire issuance of
securities. Certificated securities in definitive form and
global securities will be issued in registered form. Definitive
securities name you or your nominee as the owner of the
security, and in order to transfer or exchange these securities
or to receive payments other than interest or other interim
payments, you or your nominee must physically deliver the
securities to the trustee, registrar, paying agent or other
agent, as applicable. Global securities name a depositary or its
nominee as the owner of the debt securities, warrants or units
represented by these global securities. The depositary maintains
a computerized system that will reflect each investors
beneficial ownership of the securities through an account
maintained by the investor with its broker/dealer, bank, trust
company or other representative, as we explain more fully below.
Registered
global securities
We may issue the registered securities in the form of one or
more fully registered global securities that will be deposited
with a depositary or its nominee identified in the applicable
prospectus supplement and registered in the name of that
depositary or nominee. In those cases, one or more registered
global securities will be issued in a denomination or aggregate
denominations equal to the portion of the aggregate principal or
face amount of the securities to be represented by registered
global securities. Unless and until it is exchanged in whole for
securities in definitive registered form, a registered global
security may not be transferred except as a whole by and among
the depositary for the registered global security, the nominees
of the depositary or any successors of the depositary or those
nominees.
If not described below, any specific terms of the depositary
arrangement with respect to any securities to be represented by
a registered global security will be described in the prospectus
supplement relating to those securities. We anticipate that the
following provisions will apply to all depositary arrangements.
Ownership of beneficial interests in a registered global
security will be limited to persons, called participants, that
have accounts with the depositary or persons that may hold
interests through participants. Upon the issuance of
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a registered global security, the depositary will credit, on its
book-entry registration and transfer system, the
participants accounts with the respective principal or
face amounts of the securities beneficially owned by the
participants. Any dealers, underwriters or agents participating
in the distribution of the securities will designate the
accounts to be credited. Ownership of beneficial interests in a
registered global security will be shown on, and the transfer of
ownership interests will be effected only through, records
maintained by the depositary, with respect to interests of
participants, and on the records of participants, with respect
to interests of persons holding through participants. The laws
of some states may require that some purchasers of securities
take physical delivery of these securities in definitive form.
These laws may impair your ability to own, transfer or pledge
beneficial interests in registered global securities.
So long as the depositary, or its nominee, is the registered
owner of a registered global security, that depositary or its
nominee, as the case may be, will be considered the sole owner
or holder of the securities represented by the registered global
security for all purposes under the applicable indenture,
warrant agreement or unit agreement. Except as described below,
owners of beneficial interests in a registered global security
will not be entitled to have the securities represented by the
registered global security registered in their names, will not
receive or be entitled to receive physical delivery of the
securities in definitive form and will not be considered the
owners or holders of the securities under the applicable
indenture, warrant agreement or unit agreement. Accordingly,
each person owning a beneficial interest in a registered global
security must rely on the procedures of the depositary for that
registered global security and, if that person is not a
participant, on the procedures of the participant through which
the person owns its interest, to exercise any rights of a holder
under the applicable indenture, warrant agreement or unit
agreement. We understand that under existing industry practices,
if we request any action of holders or if an owner of a
beneficial interest in a registered global security desires to
give or take any action that a holder is entitled to give or
take under the applicable indenture, warrant agreement or unit
agreement, the depositary for the registered global security
would authorize the participants holding the relevant beneficial
interests to give or take that action, and the participants
would authorize beneficial owners owning through them to give or
take that action or would otherwise act upon the instructions of
beneficial owners holding through them.
Payments to holders with respect to securities, represented by a
registered global security registered in the name of a
depositary or its nominee will be made to the depositary or its
nominee, as the case may be, as the registered owner of the
registered global security. None of Quicksilver Gas Services,
the trustees, the warrant agents, the unit agents or any other
agent of Quicksilver Gas Services, agent of the trustees or
agent of the warrant agents or unit agents will have any
responsibility or liability for any aspect of the records
relating to payments made on account of beneficial ownership
interests in the registered global security or for maintaining,
supervising or reviewing any records relating to those
beneficial ownership interests.
We expect that the depositary for any of the securities
represented by a registered global security, upon receipt of any
payment of principal, premium, interest or other distribution of
underlying securities or other property to holders on that
registered global security, will immediately credit
participants accounts in amounts proportionate to their
respective beneficial interests in that registered global
security as shown on the records of the depositary. We also
expect that payments by participants to owners of beneficial
interests in a registered global security held through
participants will be governed by standing customer instructions
and customary practices, as is now the case with the securities
held for the accounts of customers or registered in street
name, and will be the responsibility of those participants.
If the depositary for any of these securities represented by a
registered global security is at any time unwilling or unable to
continue as depositary or ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, and a
successor depositary registered as a clearing agency under the
Securities Exchange Act of 1934 is not appointed by us within
90 days, we will issue securities in definitive form in
exchange for the registered global security that had been held
by the depositary. Any securities issued in definitive form in
exchange for a registered global security will be registered in
the name or names that the depositary gives to the relevant
trustee, warrant agent, unit agent or other relevant agent of
ours or theirs. It is expected that the depositarys
instructions will be based upon directions received by the
depositary from participants with respect to ownership of
beneficial interests in the registered global security that had
been held by the depositary.
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PLAN OF
DISTRIBUTION
Quicksilver Gas Services
and/or
the
selling securityholders, if applicable, may sell the securities
in one or more of the following ways (or in any combination)
from time to time:
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through underwriters or dealers;
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directly to a limited number of purchasers or to a single
purchaser; or
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through agents.
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The prospectus supplement will state the terms of the offering
of the securities, including:
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the name or names of any underwriters, dealers or agents;
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the purchase price of such securities and the proceeds to be
received by Quicksilver Gas Services, if any;
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any underwriting discounts or agency fees and other items
constituting underwriters or agents compensation;
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any initial public offering price;
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any discounts or concessions allowed or reallowed or paid to
dealers; and
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any securities exchanges on which the securities may be listed.
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Any public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time
to time.
If we
and/or
the selling securityholders, if applicable, use underwriters in
the sale, the securities will be acquired by the underwriters
for their own account and may be resold from time to time in one
or more transactions, including:
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negotiated transactions;
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at a fixed public offering price or prices, which may be changed;
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at market prices prevailing at the time of sale;
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at prices related to prevailing market prices; or
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at negotiated prices.
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Unless otherwise stated in a prospectus supplement, the
obligations of the underwriters to purchase any securities will
be conditioned on customary closing conditions and the
underwriters will be obligated to purchase all of such series of
securities, if any are purchased.
We
and/or
the selling securityholders, if applicable, may sell the
securities through agents from time to time. The prospectus
supplement will name any agent involved in the offer or sale of
the securities and any commissions we pay to them. Generally,
any agent will be acting on a best efforts basis for the period
of its appointment.
We
and/or
the selling securityholders, if applicable, may authorize
underwriters, dealers or agents to solicit offers by certain
purchasers to purchase the securities from Quicksilver Gas
Services at the public offering price set forth in the
prospectus supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the
future. The contracts will be subject only to those conditions
set forth in the prospectus supplement, and the prospectus
supplement will set forth any commissions we pay for
solicitation of these contracts.
Underwriters and agents may be entitled under agreements entered
into with Quicksilver Gas Services to indemnification by
Quicksilver Gas Services against certain civil liabilities,
including liabilities under the Securities Act, or to
contribution with respect to payments which the underwriters or
agents may be required to make. Underwriters and agents may be
customers of, engage in transactions with, or perform services
for Quicksilver Gas Services and its affiliates in the ordinary
course of business.
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Each series of securities will be a new issue of securities and
will have no established trading market other than the common
units, which are listed on the New York Stock Exchange. Any
underwriters to whom securities are sold for public offering and
sale may make a market in the securities, but such underwriters
will not be obligated to do so and may discontinue any market
making at any time without notice. The securities may or may not
be listed on a national securities exchange.
WHERE YOU
CAN FIND MORE INFORMATION
Quicksilver Gas Services files annual, quarterly and current
reports, proxy statements and other information with the
Securities and Exchange Commission under the Securities Exchange
Act of 1934, as amended. You may read and copy this information
at the following location of the Securities and Exchange
Commission:
Public
Reference Room
100 F Street, N.E.
Room 1580
Washington, D.C. 20549
You may also obtain copies of this information by mail from the
Public Reference Section of the Securities and Exchange
Commission, 100 F Street, N.E., Room 1580,
Washington, D.C. 20549, at prescribed rates. You may obtain
information on the operation of the Securities and Exchange
Commissions Public Reference Room by calling the
Securities and Exchange Commission at
1-800-SEC-0330.
The Securities and Exchange Commission also maintains an
Internet worldwide web site that contains reports, proxy
statements and other information about issuers like Quicksilver
Gas Services who file electronically with the Securities and
Exchange Commission. The address of the site is
http://www.sec.gov.
The Securities and Exchange Commission allows Quicksilver Gas
Services to incorporate by reference information
into this document. This means that Quicksilver Gas Services can
disclose important information to you by referring you to
another document filed separately with the Securities and
Exchange Commission. The information incorporated by reference
is considered to be a part of this document, except for any
information superseded by information that is included directly
in this document or incorporated by reference subsequent to the
date of this document.
This prospectus incorporates by reference the documents listed
below and any future filings that Quicksilver Gas Services makes
with the Securities and Exchange Commission under
Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (other than information in the
documents or filings that is deemed to have been furnished and
not filed), until all the securities offered under this
prospectus are sold.
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Securities and Exchange Commission Filings
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Period or Date Filed
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Annual Report on
Form 10-K
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|
|
Fiscal year ended December 31, 2008
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Quarterly Report on
Form 10-Q
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Quarterly period ended March 31, 2009 and June 30, 2009
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Current Report on
Form 8-K
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|
|
Filed on March 13, 2009, June 11, 2009 and September 2,
2009
|
The description of our common units contained in our
registration statement on
Form 8-A
filed on March 17, 2009, including any amendment or reports
filed for the purpose of updating the description.
Documents incorporated by reference are available from the
Securities and Exchange Commission as described above or from
Quicksilver without charge, excluding any exhibits to those
documents unless the exhibit
14
is specifically incorporated by reference as an exhibit in this
document. You can obtain documents incorporated by reference in
this document by requesting them in writing or by telephone at
the following address:
Investor
Relations Department
Quicksilver Gas Services LP
777 West Rosedale Street
Fort Worth, Texas 76104
(817) 665-8620
INFORMATION
CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements contained in this report and other materials
we file with the SEC, or in other written or oral statements
made or to be made by us, other than statements of historical
fact, are forward-looking statements as defined in
the Private Securities Litigation Reform Act of 1995.
Forward-looking statements reflect our current expectations or
forecasts of future events. Words such as may,
assume, forecast, position,
predict, strategy, expect,
intend, plan, aim,
estimate, anticipate,
believe, project, budget,
potential, or continue, and similar
expressions are used to identify forward-looking statements.
Forward-looking statements can be affected by assumptions used
or by known or unknown risks or uncertainties. Consequently, no
forward-looking statements can be guaranteed. Actual results may
vary materially. You are cautioned not to place undue reliance
on any forward-looking statements and should also understand
that it is not possible to predict or identify all such factors
and should not consider the following list to be a complete
statement of all potential risks and uncertainties. Factors that
could cause our actual results to differ materially from the
results contemplated by such forward-looking statements include:
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changes in general economic conditions;
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fluctuations in natural gas prices;
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failure or delays in Quicksilver Resources Inc. and third
parties achieving expected production from natural gas projects;
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competitive conditions in our industry;
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actions taken or non-performance by third parties, including
suppliers, contractors, operators, processors, transporters and
customers;
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fluctuations in the value of certain of our assets and
liabilities;
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changes in the availability and cost of capital;
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operating hazards, natural disasters, weather-related delays,
casualty losses and other matters beyond our control;
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construction costs or capital expenditures exceeding estimated
or budgeted amounts;
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the effects of existing and future laws and governmental
regulations; and
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the effects of future litigation.
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This list of factors is not exhaustive, and new factors may
emerge or changes to these factors may occur that would impact
our business. Additional information regarding these and other
factors may be contained in our filings with the SEC, especially
on
Forms 10-K,
10-Q
and
8-K.
All
such risk factors are difficult to predict and are subject to
material uncertainties that may affect actual results and may be
beyond our control.
VALIDITY
OF THE SECURITIES
The validity of the securities in respect of which this
prospectus is being delivered will be passed on for us by Davis
Polk & Wardwell LLP, New York, New York.
15
EXPERTS
The consolidated financial statements incorporated in this
prospectus by reference from the Quicksilver Gas Services LP and
subsidiaries (the Company) Annual Report on
Form 10-K
for the year ended December 31, 2008, and the effectiveness
of the Companys internal control over financial reporting
have been audited by Deloitte & Touche LLP, an
independent registered public accounting firm, as stated in
their reports, which are incorporated herein by reference. Such
consolidated financial statements have been so incorporated in
reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
The consolidated balance sheet of Quicksilver Gas Services GP
LLC and subsidiaries as of December 31, 2008, incorporated
in this prospectus by reference from the Quicksilver Gas
Services LP and subsidiaries Current Report on
Form 8-K
dated September 1, 2009, has been audited by
Deloitte & Touche LLP, an independent registered
public accounting firm, as stated in their report (which report
expresses an unqualified opinion and includes explanatory
paragraphs relating to the preparation of the consolidated
balance sheet of Quicksilver Gas Services GP LLC from the
separate records maintained by Quicksilver Resources Inc., and
to the adoption of Statement of Financial Accounting Standards
No. 160, Noncontrolling Interests in Consolidated
Financial Statements an amendment of
ARB 51, described in Note 2), which is
incorporated herein by reference. This consolidated balance
sheet has been so incorporated in reliance upon the report of
such firm given upon their authority as experts in accounting
and auditing.
16
Part II
Information
not required in prospectus
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|
Item 14.
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Other
expenses of issuance and distribution
|
The following table sets forth the costs and expenses to be
borne by the Registrant in connection with the offerings
described in this Registration Statement.
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Registration fee
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$
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8,370
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FINRA filing fee
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$
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15,500
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Transfer agent and trustee fees and expenses
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$
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12,500
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|
Printing
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|
$
|
20,000
|
|
Accounting fees and expenses
|
|
$
|
60,000
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|
Legal fees and expenses
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$
|
35,000
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|
Miscellaneous
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$
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20,000
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|
|
|
|
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Total
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$
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171,370
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Item 15.
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Indemnification
of directors and officers
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The section of the prospectus entitled The Partnership
Agreement Indemnification discloses that we
will generally indemnify officers, directors and affiliates of
the general partner to the fullest extent permitted by the law
against all losses, claims, damages or similar events and is
incorporated herein by this reference. Subject to any terms,
conditions or restrictions set forth in the partnership
agreement,
Section 17-108
of the Delaware Revised Uniform Limited Partnership Act empowers
a Delaware limited partnership to indemnify and hold harmless
any partner or other persons from and against all claims and
demands whatsoever.
We have entered into indemnification agreements with the
officers and directors of our general partner. Additionally, the
directors and officers of our general partner will be covered by
the indemnification provisions of Quicksilver Resources
Inc.s directors and officers insurance policy.
The proposed form of Underwriting Agreement filed as
Exhibit 1.1 to this Registration Statement provides for
indemnification of directors and officers of the general partner
by the underwriters against certain liabilities.
The following is a list of all exhibits filed as a part of this
registration statement on
Form S-3,
including those incorporated herein by reference.
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Exhibit
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No.
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Document
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1
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.1*
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Form of Underwriting Agreement
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3
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.1
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|
Certificate of Limited Partnership of Quicksilver Gas Services
LP (filed as Exhibit 3.1 to the Companys
Form S-1,
File
No. 33-140599,
filed February 12, 2007 and included herein by reference).
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|
3
|
.2
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|
Second Amended and Restated Agreement of Limited Partnership of
Quicksilver Gas Services LP, dated February 19, 2008 (filed
as Exhibit 3.1 to the Companys
Form 8-K
filed February 22, 2008 and included herein by reference).
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3
|
.3
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|
Certificate of Formation of Quicksilver Gas Services GP LLC
(filed as Exhibit 3.3 to the Companys
Form S-1,
File
No. 333-140599,
filed February 12, 2007 and included herein by reference).
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3
|
.4
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|
First Amended and Restated Limited Liability Company Agreement
of Quicksilver Gas Services GP LLC, dated July 24, 2007
(filed as Exhibit 3.4 to the Companys
Form S-1/A,
File
No. 333-140599,
filed July 25, 2007 and included herein by reference).
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4
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.1
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Form of Common Unit Certificate (filed as Exhibit 4.1 to
the Companys
Form S-1/A,
File
No. 333-140599,
filed July 17, 2007 and included herein by reference).
|
II-1
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Exhibit
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No.
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Document
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4
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.2**
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Indenture, dated as of August 28, 2009, between Quicksilver
Resources Inc. and The Bank of New York Mellon
Trust Company, N.A., as trustee
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4
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.3*
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Form of Senior Debt Securities
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4
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.4*
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Form of Subordinated Debt Securities
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4
|
.5*
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|
Form of Warrant Agreement
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|
4
|
.6*
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|
Form of Warrant Certificate
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|
4
|
.7*
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|
Form of Purchase Contract Agreement
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|
4
|
.8*
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|
Form of Purchase Contract
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|
4
|
.9*
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|
Form of Unit Agreement
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|
4
|
.10*
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|
Form of Unit Certificate
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|
5
|
.1**
|
|
Opinion of Davis Polk & Wardwell
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|
12
|
.1**
|
|
Statement Regarding Computation of Ratios of Earnings to Fixed
Charges
|
|
23
|
.1
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|
Consent of Deloitte & Touche LLP
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|
23
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.2
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Consent of Deloitte & Touche LLP
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23
|
.3
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|
Consent of Davis Polk & Wardwell LLP (included in
Exhibit 5.1)
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24
|
.1**
|
|
Powers of Attorney of Quicksilver Gas Services LP (included on
the signature page to the Registration Statement)
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|
25
|
.1**
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|
Statement of Eligibility of Trustee on
Form T-1
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|
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|
*
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|
To be filed, if necessary, by amendment or as an exhibit to a
Current Report on
Form 8-K.
|
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of securities registered hereby, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the
Calculation of Registration Fee table in the
effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided
,
however
, that paragraphs (i),
(ii) and (iii) above do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the
registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in this
II-2
registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under
the Securities Act of 1933 to any purchaser:
(A) Each prospectus filed by the registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the registration
statement as of the date the filed prospectus was deemed part of
and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering made
pursuant to Rule 415(a)(1)(i), (vii), or (x) for the
purpose of providing the information required by Section 10(a)
of the Securities Act of 1933 shall be deemed to be part of and
included in the registration statement as of the earlier of the
date such form of prospectus is first used after effectiveness
or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in
Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to
which that prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof;
provided
,
however
, that no
statement made in a registration statement or prospectus that is
part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective
date.
(5) That, for the purpose of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering
of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method
used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell
such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used
or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
(iv) any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrants annual report
pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, as amended (and, where
applicable, each filing of an employee benefit plans
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in
II-3
the registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial
bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this registration statement as
of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial
bona fide
offering thereof.
II-4
Signatures
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing an Amendment
No. 1 to
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Fort Worth, State of Texas, on September 14,
2009.
QUICKSILVER GAS SERVICES LP
By its general partner,
QUICKSILVER GAS SERVICES GP LLC
Name: Thomas F. Darden
Title: President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
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|
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|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
*
Glenn
Darden
|
|
Chairman of the Board and Director
|
|
September 14, 2009
|
|
|
|
|
|
/s/
Thomas
F. Darden
Thomas
F. Darden
|
|
President, Chief Executive Officer and Director (Principal
Executive Officer)
|
|
September 14, 2009
|
|
|
|
|
|
*
Jeff
Cook
|
|
Executive Vice President Chief Operating Officer and
Director
|
|
September 14, 2009
|
|
|
|
|
|
/s/
Philip
Cook
Philip
Cook
|
|
Senior Vice President Chief Financial Officer and
Director (Principal Financial Officer)
|
|
September 14, 2009
|
|
|
|
|
|
/s/
John
C. Regan
John
C. Regan
|
|
Vice President Chief Accounting Officer (Principal
Accounting Officer)
|
|
September 14, 2009
|
|
|
|
|
|
*
Alvin
Bledsoe
|
|
Director
|
|
September 14, 2009
|
|
|
|
|
|
*
Philip
D. Gettig
|
|
Director
|
|
September 14, 2009
|
|
|
|
|
|
*
John
W. Somerhalder II
|
|
Director
|
|
September 14, 2009
|
|
|
|
|
|
*By:
/s/
Thomas
F. Darden
Attorney-in-Fact
|
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|
II-5
Exhibit
index
|
|
|
|
|
Exhibit
|
|
|
No.
|
|
Document
|
|
|
1
|
.1*
|
|
Form of Underwriting Agreement
|
|
3
|
.1
|
|
Certificate of Limited Partnership of Quicksilver Gas Services
LP (filed as Exhibit 3.1 to the Companys
Form S-1,
File
No. 33-140599,
filed February 12, 2007 and included herein by reference).
|
|
3
|
.2
|
|
Second Amended and Restated Agreement of Limited Partnership of
Quicksilver Gas Services LP, dated February 19, 2008 (filed
as Exhibit 3.1 to the Companys
Form 8-K
filed February 22, 2008 and included herein by reference).
|
|
3
|
.3
|
|
Certificate of Formation of Quicksilver Gas Services GP LLC
(filed as Exhibit 3.3 to the Companys
Form S-1,
File
No. 333-140599,
filed February 12, 2007 and included herein by reference).
|
|
3
|
.4
|
|
First Amended and Restated Limited Liability Company Agreement
of Quicksilver Gas Services GP LLC, dated July 24, 2007
(filed as Exhibit 3.4 to the Companys
Form S-1/A,
File
No. 333-140599,
filed July 25, 2007 and included herein by reference).
|
|
4
|
.1
|
|
Form of Common Unit Certificate (filed as Exhibit 4.1 to
the Companys
Form S-1/A,
File
No. 333-140599,
filed July 17, 2007 and included herein by reference).
|
|
4
|
.2**
|
|
Indenture, dated as of August 28, 2009, between Quicksilver
Resources Inc. and The Bank of New York Mellon
Trust Company, N.A., as trustee
|
|
4
|
.3*
|
|
Form of Senior Debt Securities
|
|
4
|
.4*
|
|
Form of Subordinated Debt Securities
|
|
4
|
.5*
|
|
Form of Warrant Agreement
|
|
4
|
.6*
|
|
Form of Warrant Certificate
|
|
4
|
.7*
|
|
Form of Purchase Contract Agreement
|
|
4
|
.8*
|
|
Form of Purchase Contract
|
|
4
|
.9*
|
|
Form of Unit Agreement
|
|
4
|
.10*
|
|
Form of Unit Certificate
|
|
5
|
.1**
|
|
Opinion of Davis Polk & Wardwell
|
|
12
|
.1**
|
|
Statement Regarding Computation of Ratios of Earnings to Fixed
Charges
|
|
23
|
.1
|
|
Consent of Deloitte & Touche LLP
|
|
23
|
.2
|
|
Consent of Deloitte & Touche LLP
|
|
23
|
.3
|
|
Consent of Davis Polk & Wardwell LLP (included in
Exhibit 5.1)
|
|
24
|
.1**
|
|
Powers of Attorney of Quicksilver Gas Services LP (included on
the signature page to the Registration Statement)
|
|
25
|
.1**
|
|
Statement of Eligibility of Trustee on
Form T-1
|
|
|
|
*
|
|
To be filed, if necessary, by amendment or as an exhibit to a
Current Report on
Form 8-K.
|
II-6
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