SECURITIES
AND EXCHANGE COMMISSION
|
Under
the Securities Exchange Act of 1934
(Amendment No.
1)*
|
Quicksilver
Gas Services LP
|
Common
Units Representing Limited Partner Interests
|
(Title
of Class of Securities)
|
John
C. Cirone
777
West Rosedale Street
Fort
Worth, Texas 76104
(817)
665-8620
|
(Name,
Address and Telephone Number of Person
Authorized
to
Receive
Notices and Communications)
|
|
December
16, 2009
|
(Date of Event Which
Requires Filing of This
Statement)
|
If the
filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
o
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see
the
Notes
).
CUSIP
No.
74839G
106
|
13D
|
Page
2 of 17 Pages
|
1.
|
NAME
OF REPORTING PERSON
Quicksilver Resources
Inc.
|
2.
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a)
¨
(b)
x
|
3.
|
SEC
USE ONLY
|
4.
|
SOURCE
OF FUNDS (see instructions)
Not
Applicable
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|
¨
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
7.
|
SOLE
VOTING POWER
0
|
NUMBER OF SHARES BENEFICIALLY OWNED BY
|
8.
|
SHARED
VOTING POWER*
5,696,752
common units
|
EACH
REPORTING PERSON WITH
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
|
10.
|
SHARED
DISPOSITIVE POWER*
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
|
12.
|
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions)
|
¨
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.5%
|
14.
|
TYPE
OF REPORTING PERSON (see instructions)
HC;
CO
|
*
|
Quicksilver
Resources Inc. may also be deemed to beneficially own 11,513,625
subordinated units representing limited partner interests in Quicksilver
Gas Services LP, which may be converted into common units on a one-for-one
basis upon the termination of the subordination period under certain
circumstances as set forth in the Second Amended and Restated Agreement of
Limited Partnership of Quicksilver Gas Services LP, which is incorporated
herein by reference.
|
CUSIP
No.
74839G
106
|
13D
|
Page 3
of 17 Pages
|
1.
|
NAME
OF REPORTING PERSON
Quicksilver Gas Services Holdings
LLC
|
2.
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
3.
|
SEC
USE ONLY
|
4.
|
SOURCE
OF FUNDS (see instructions)
Not
Applicable
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|
¨
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
7.
|
SOLE
VOTING POWER
0
|
NUMBER OF SHARES BENEFICIALLY OWNED BY
|
8.
|
SHARED
VOTING POWER*
5,696,752
common units
|
EACH
REPORTING PERSON WITH
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
|
10.
|
SHARED
DISPOSITIVE POWER*
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
|
12.
|
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions)
|
¨
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.5%
|
14.
|
TYPE
OF REPORTING PERSON (see instructions)
HC; OO
- limited liability
company
|
*
|
Quicksilver Gas Services Holdings LLC also owns 11,513,625
subordinated units representing limited partner interests in Quicksilver
Gas Services LP, which may be converted into common units on a one-for-one
basis upon the termination of the subordination period under certain
circumstances as set forth in the Second Amended and Restated Agreement of
Limited Partnership of Quicksilver Gas Services LP, which is incorporated
herein by reference.
|
CUSIP
No.
74839G
106
|
13D
|
Page 4
of 17 Pages
|
1.
|
NAME
OF REPORTING PERSON
Cowtown Gas Processing
L.P.
|
2.
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
3.
|
SEC
USE ONLY
|
4.
|
SOURCE
OF FUNDS (see instructions)
Not
Applicable
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|
¨
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
|
|
7.
|
SOLE
VOTING POWER
0
|
NUMBER OF SHARES BENEFICIALLY OWNED BY
|
8.
|
SHARED
VOTING POWER*
5,696,752
common units
|
EACH
REPORTING PERSON WITH
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
|
10.
|
SHARED
DISPOSITIVE POWER*
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
|
12.
|
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions)
|
¨
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.5%
|
14.
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
*
|
Cowtown
Gas Processing L.P. may also be deemed to beneficially own 11,513,625
subordinated units representing limited partner interests in Quicksilver
Gas Services LP, which may be converted into common units on a one-for-one
basis upon the termination of the subordination period under certain
circumstances as set forth in the Second Amended and Restated Agreement of
Limited Partnership of Quicksilver Gas Services LP, which is incorporated
herein by reference.
|
CUSIP
No.
74839G
106
|
13D
|
Page 5
of 17 Pages
|
1.
|
NAME
OF REPORTING PERSON
Cowtown Pipeline
L.P.
|
2.
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
3.
|
SEC
USE ONLY
|
4.
|
SOURCE
OF FUNDS (see instructions)
Not
Applicable
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|
¨
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
|
|
7.
|
SOLE
VOTING POWER
0
|
NUMBER OF SHARES BENEFICIALLY OWNED BY
|
8.
|
SHARED
VOTING POWER*
5,696,752
common units
|
EACH
REPORTING PERSON WITH
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
|
10.
|
SHARED
DISPOSITIVE POWER*
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
|
12.
|
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions)
|
¨
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.5%
|
14.
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
*
|
Cowtown
Pipeline L.P. may also be deemed to beneficially own 11,513,625
subordinated units representing limited partner interests in Quicksilver
Gas Services LP, which may be converted into common units on a one-for-one
basis upon the termination of the subordination period under certain
circumstances as set forth in the Second Amended and Restated Agreement of
Limited Partnership of Quicksilver Gas Services LP, which is incorporated
herein by reference.
|
CUSIP
No.
74839G
106
|
13D
|
Page 6
of 17 Pages
|
1.
|
NAME
OF REPORTING PERSON
Cowtown Pipeline Management,
Inc.
|
2.
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
3.
|
SEC
USE ONLY
|
4.
|
SOURCE
OF FUNDS (see instructions)
Not
Applicable
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|
¨
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
|
|
7.
|
SOLE
VOTING POWER
0
|
NUMBER OF SHARES BENEFICIALLY OWNED BY
|
8.
|
SHARED
VOTING POWER*
5,696,752
common units
|
EACH
REPORTING PERSON WITH
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
|
10.
|
SHARED
DISPOSITIVE POWER*
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
|
12.
|
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions)
|
¨
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.5%
|
14.
|
TYPE
OF REPORTING PERSON (see instructions)
CO
|
*
|
Cowtown
Pipeline Management, Inc. may also be deemed to beneficially own
11,513,625 subordinated units representing limited partner interests in
Quicksilver Gas Services LP, which may be converted into common units on a
one-for-one basis upon the termination of the subordination period under
certain circumstances as set forth in the Second Amended and Restated
Agreement of Limited Partnership of Quicksilver Gas Services LP, which is
incorporated herein by
reference.
|
CUSIP
No.
74839G
106
|
13D
|
Page 7
of 17 Pages
|
1.
|
NAME
OF REPORTING PERSON
Cowtown Pipeline Funding,
Inc.
|
2.
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
3.
|
SEC
USE ONLY
|
4.
|
SOURCE
OF FUNDS (see instructions)
Not
Applicable
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|
¨
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
7.
|
SOLE
VOTING POWER
0
|
NUMBER OF SHARES BENEFICIALLY OWNED BY
|
8.
|
SHARED
VOTING POWER*
5,696,752
common units
|
EACH
REPORTING PERSON WITH
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
|
10.
|
SHARED
DISPOSITIVE POWER*
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
|
12.
|
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions)
|
¨
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.5%
|
14.
|
TYPE
OF REPORTING PERSON (see instructions)
CO
|
*
|
Cowtown
Pipeline Funding, Inc. may also be deemed to beneficially own 11,513,625
subordinated units representing limited partner interests in Quicksilver
Gas Services LP, which may be converted into common units on a one-for-one
basis upon the termination of the subordination period under certain
circumstances as set forth in the Second Amended and Restated Agreement of
Limited Partnership of Quicksilver Gas Services LP, which is incorporated
herein by reference.
|
CUSIP
No.
74839G
106
|
13D
|
Page 8
of 17 Pages
|
1.
|
NAME
OF REPORTING PERSON
Quicksilver Gas Services GP
LLC
|
2.
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
3.
|
SEC
USE ONLY
|
4.
|
SOURCE
OF FUNDS (see instructions)
Not
Applicable
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|
¨
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
7.
|
SOLE
VOTING POWER
0
|
NUMBER OF SHARES BENEFICIALLY OWNED BY
|
8.
|
SHARED
VOTING POWER
0
|
EACH
REPORTING PERSON WITH
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
|
10.
|
SHARED
DISPOSITIVE POWER
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
|
12.
|
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions)
|
¨
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14.
|
TYPE
OF REPORTING PERSON (see instructions)
OO -
limited liability
company
|
*
|
Quicksilver Gas Services GP LLC, the sole general partner
of Quicksilver Gas Services LP, owns 469,944 general partner units and
incentive distribution rights (which represent the right to receive
increasing percentages of quarterly distributions in excess of specified
amounts) in Quicksilver Gas Services
LP.
|
TABLE
OF CONTENTS
Item 1.
Security and Issuer
Item 2.
Identity and Background
Item 3.
Source and Amount of Funds or Other Consideration
Item 4.
Purpose of Transaction
Item 5.
Interest in Securities of the Issuer
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Item 7.
Material to Be Filed as Exhibits
Signatures
Joint
Filing Statement
ITEM
1.
SECURITY AND
ISSUER
This
statement on Schedule 13D (“Schedule 13D”) relates to common units representing
limited partner interests of Quicksilver Gas Services LP, a Delaware limited
partnership (the “Issuer”), whose principal executive offices are located at 777
West Rosedale Street, Fort Worth, Texas 76104.
ITEM
2.
IDENTITY AND
BACKGROUND
(a)
This Schedule 13D is filed by (i) Quicksilver Resources Inc., a Delaware
corporation (“Quicksilver”), (ii) Quicksilver Gas Services Holdings LLC, a
Delaware limited liability company (“Holdings”), (iii) Cowtown Gas Processing
L.P., a Texas limited partnership (“Processing LP”), (iv) Cowtown Pipeline L.P.,
a Texas limited partnership (“Pipeline LP”), (v) Cowtown Pipeline Management,
Inc., a Texas corporation (“Management”), (vi) Cowtown Pipeline Funding, Inc., a
Delaware corporation (“Funding”) and (vii) Quicksilver Gas Services GP LLC, a
Delaware limited liability company (the “General Partner” and, together with
Quicksilver, Holdings, Processing LP, Pipeline LP, Management and Funding,
collectively, the “Reporting Persons”).
Quicksilver
owns directly or indirectly 100% of each of Holdings, Processing LP, Pipeline
LP, Management, Funding and the General Partner. Management is the sole general
partner of each of Processing LP and Pipeline LP, and Funding is the sole
limited partner of each of Processing LP and Pipeline LP. Processing LP and
Pipeline LP are the only members of Holdings. Holdings is the sole member of the
General Partner. The General Partner is the sole general partner of the Issuer.
Accordingly, the Reporting Persons are hereby filing a joint Schedule
13D.
(b)
The business address of each of the Reporting Persons is 777 West Rosedale
Street, Fort Worth, Texas 76104.
(c)
The principal business of Quicksilver is to engage in the development and
production of natural gas, natural gas liquids and crude oil. The principal
business of Holdings is to hold common and subordinated units in the Issuer and
hold member interests in the General Partner. The principal business of each of
Processing LP and Pipeline LP is to hold member interests in Holdings. The
principal business of Management is to hold general partner interests in each of
Processing LP and Pipeline LP. The principal business of Funding is to hold
limited partner interests in each of Processing LP and Pipeline LP. The
principal business of the General Partner is to hold the general partner units
and incentive distribution rights in the Issuer and to manage the business and
affairs of the Issuer.
(d) –
(e) During the past five years, none of the Reporting Persons has (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) nor (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of which was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f)
Not applicable.
In
accordance with the provisions of General Instruction C to Schedule 13D,
information concerning the general partners, executive officers, board of
directors and each person controlling the Reporting Persons, as applicable
(collectively, the “Listed Persons”), required by Item 2 of Schedule 13D is
provided on Schedule 1 and is incorporated by reference herein. To the Reporting
Persons’ knowledge, none of the persons listed on Schedule 1 as a director or
executive officer of Quicksilver, Holdings, Processing LP, Pipeline LP,
Management, Funding or the General Partner has been, during the last five years,
(i) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
ITEM
3.
SOURCE AND AMOUNT OF
FUNDS OR OTHER CONSOLIDATION
Not applicable.
ITEM 4.
PURPOSE OF
TRANSACTION
At the
closing of the Issuer’s public offering (the “Offering”) of 4,549,200 common
units representing limited partner interests of the Issuer, which includes
common units representing limited partner interests of the Issuer sold upon the
exercise of the underwriters’ over-allotment option, the Reporting Persons’
beneficial ownership in the Issuer’s limited partnership interest decreased to
60.4% and general partner interest to 1.6%. This Schedule 13D is
being filed to reflect such decrease. The Reporting Persons did not
acquire or dispose of any securities in the Issuer’s public
offering.
The
following describes plans or proposals that the Reporting Persons may have with
respect to the matters set forth in Item 4(a)-(j) of Schedule 13D:
(a) The
subordinated units owned of record by Holdings are convertible into common units
on a one-for-one basis upon the termination of the subordination period as set
forth in the Issuer’s Second Amended and Restated Limited Partnership Agreement
(the “Partnership Agreement”). The Issuer may grant options to purchase common
units, common unit appreciation rights, restricted common units and phantom
common units to employees, consultants, officers and directors of the General
Partner and its affiliates pursuant to the Issuer’s 2007 Equity Plan adopted by
the General Partner. The Issuer may acquire common units to issue pursuant to
the 2007 Equity Plan on the open market, directly from the Issuer, from other
Reporting Persons, or otherwise.
(b) None.
(c) None.
(d) The
General Partner has sole responsibility for conducting the Issuer’s business and
for managing its operations and is ultimately controlled by Quicksilver. Some of
Quicksilver’s executive officers and directors will also serve as executive
officers or directors of the General Partner. Neither the General Partner nor
its board of directors will be elected by the Issuer’s unitholders. Through its
indirect ownership in Holdings, the General Partner’s sole member, Quicksilver
has the right to elect the General Partner’s entire board of directors. The
Reporting Persons, however, have no current intention of changing the board of
directors or management of the General Partner.
(e) The
Reporting Persons, as direct and indirect owners of the General Partner of the
Issuer, may cause the Issuer to change its dividend policy or its
capitalization, through the issuance of debt or equity securities, from time to
time in the future. The Reporting Persons, however, have no current intention of
changing the present capitalization or dividend policy of the
issuer.
(f) None.
(g) None.
(h) None.
(i) None.
(j) Except
as described in this Item 4, the Reporting Persons do not have, as of the date
of this Schedule 13D, any other plans or proposals that relate to or would
result in any of the actions or events specified in clauses (a) through (i) of
Item 4 of Schedule 13D. The Reporting Persons may change their plans or
proposals in the future. In determining from time to time whether to sell the
common units reported as beneficially owned in this Schedule 13D (and in what
amounts) or to retain such securities, the Reporting Persons will take into
consideration such factors as they deem relevant, including the business and
prospects of the Issuer, anticipated future developments concerning the Issuer,
existing and anticipated market conditions from time to time, general economic
conditions, regulatory matters, and other opportunities available to the
Reporting Persons. The Reporting Persons reserve the right to acquire additional
securities of the Issuer in the open market, in privately negotiated
transactions (which may be with the Issuer or with third parties) or otherwise,
to dispose of all or a portion of their holdings of securities of the Issuer or
to change their intention with respect to any or all of the matters referred to
in this Item 4.
ITEM
5.
INTEREST IN
SECURITIES OF THE ISSUER
(a)
(1)
Holdings
is the record and beneficial owner of 5,696,752 common units, which based on
there being 16,988,466 common units outstanding as of January 7, 2010,
represents 33.5% of the outstanding common units. Holdings also is the record
owner of 11,513,625 subordinated units, which represent all of the outstanding
subordinated units as of January 7, 2010. Each subordinated unit may be
converted into one common unit upon the termination of the subordination period
as set forth in the Issuer’s Partnership Agreement. Holdings, as the sole member
of the General Partner, may also, pursuant to Rule 13d-3, be deemed to
beneficially own the 469,944 general partner units and the incentive
distribution rights (which represent the right to receive increasing percentages
of quarterly distributions in excess of specified amounts) in the Issuer held by
the General Partner.
(2) Quicksilver,
as the indirect 100% owner of Holdings, may, pursuant to Rule 13d-3, be deemed
to beneficially own the 5,696,752 common units held of record by Holdings, which
based on there being 16,988,466 common units outstanding as of January 7, 2010,
represents 33.5% of the outstanding common units. Quicksilver, as the indirect
100% owner of Holdings, may, pursuant to Rule 13d-3, be deemed to beneficially
own the aggregate 11,513,625 subordinated units held of record by Holdings,
which represent all of the outstanding subordinated units as of January 7, 2010.
Each subordinated unit may be converted into one common unit upon the
termination of the subordination period as set forth in the Issuer’s Partnership
Agreement. Quicksilver, as the indirect 100% owner of the General Partner, may
also, pursuant to Rule 13d-3, be deemed to beneficially own the 469,944 general
partner units and the incentive distribution rights (which represent the right
to receive increasing percentages of quarterly distributions in excess of
specified amounts) in the Issuer held by the General Partner.
(3) Processing
LP and Pipeline LP, as the only members of Holdings, may, pursuant to Rule
13d-3, be deemed to beneficially own the 5,696,752 common units held of record
by Holdings, which based on there being 16,988,466 common units outstanding as
of January 7, 2010, represents 33.5% of the outstanding common units. Processing
LP and Pipeline LP, as the only members of Holdings, may, pursuant to Rule
13d-3, be deemed to beneficially own the aggregate 11,513,625 subordinated units
held of record by Holdings, which represent all of the outstanding subordinated
units as of January 7, 2010. Each subordinated unit may be converted into one
common unit upon the termination of the subordination period as set forth in the
Issuer’s Partnership Agreement. Processing LP and Pipeline LP, as the only
members of Holdings, may also, pursuant to Rule 13d-3, be deemed to beneficially
own the 469,944 general partner units and the incentive distribution rights
(which represent the right to receive increasing percentages of quarterly
distributions in excess of specified amounts) in the Issuer held by the General
Partner.
(4) Management
and Funding, as the sole general partner and sole limited partner, respectively,
of each of Processing LP and Pipeline LP, may, pursuant to Rule 13d-3, be deemed
to beneficially own the 5,696,752 common units held of record by Holdings, which
based on there being 16,988,466 common units outstanding as of January 7, 2010,
represents 33.5% of the outstanding common units. Management and Funding, as the
sole general partner and sole limited partner, respectively, of each of
Processing LP and Pipeline LP, may, pursuant to Rule 13d-3, be deemed to
beneficially own the aggregate 11,513,625 subordinated units held of record by
Holdings, which represent all of the outstanding subordinated units as of
January 7, 2010. Each subordinated unit may be converted into one common unit
upon the termination of the subordination period as set forth in the Issuer’s
Partnership Agreement. Management and Funding, as the sole general partner and
sole limited partner, respectively, of each of Processing LP and Pipeline LP,
may also, pursuant to Rule 13d-3, be deemed to beneficially own the 469,944
general partner units and the incentive distribution rights (which represent the
right to receive increasing percentages of quarterly distributions in excess of
specified amounts) in the Issuer held by the General Partner.
(5) The
General Partner, as the sole general partner of the Issuer, does not
beneficially own any common units of the Issuer. However, the General Partner
does own 469,944 general partner units and the incentive distribution rights
(which represent the right to receive increasing percentages of quarterly
distributions in excess of specified amounts) in the Issuer.
(6) See
Schedule 1 for the aggregate number and percentage of common units beneficially
owned by the Listed Persons.
(b) The
information set forth in Items 7 through 11 of the cover pages hereto is
incorporated herein by reference. See Schedule 1 for the information applicable
to the Listed Persons.
(c) Except
as described in Schedule 1, none of the Reporting Persons or, to the Reporting
Persons’ knowledge, the Listed Persons has effected any transactions in the
common units during the past 60 days.
(d) The
Reporting Persons have the right to receive distributions from, and the proceeds
from the sale of, the respective common units reported by such persons on the
cover pages of this Schedule 13D and in this Item 5. See Schedule 1 for the
information applicable to the Listed Persons. Except for the foregoing and the
cash distributions described in Item 6 below, no other person is known by the
Reporting Persons to have the right to receive or the power to direct the
receipt of distributions from, or the proceeds from the sale of, common units
beneficially owned by the Reporting Persons or, to the Reporting Persons’
knowledge, the Listed Persons.
(e) Not
applicable.
ITEM 6.
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER
The
information provided or incorporated by reference in Item 4 is hereby
incorporated by reference herein.
Issuer’s
Partnership Agreement
The
General Partner, as the sole general partner of the Issuer, and Holdings, as a
limited partner of the Issuer, and all other limited partners of the Issuer are
party to the Partnership Agreement.
The
Issuer generally makes
cash
distributions, of which approximately 98% are paid to its
unitholders
pro
rata, including the General Partner and its affiliates, as the holders of an
aggregate 5,696,752 common units and 11,513,625 subordinated units, and 1.6% to
the General Partner. In addition, if distributions exceed the minimum quarterly
distribution and other higher target distribution levels, the General Partner is
entitled to increasing percentages of the distributions, up to 50% of the
distributions above the highest target distribution level.
Conversion
of Subordinated Units
The
subordination period generally will end if the Issuer has earned and paid at
least $0.3000 per quarter on each outstanding common unit, subordinated unit and
general partner unit for any three consecutive, non-overlapping four-quarter
periods ending on or after June 30, 2010. If the Issuer has earned and paid at
least $0.4500 per quarter (150% of the minimum quarterly distribution) on each
outstanding common unit, subordinated unit and general partner unit for any
four-quarter period, the subordination period will terminate automatically and
all of the subordinated units will convert into an equal number of common units.
The subordination period will also terminate automatically if the General
Partner is removed without cause and the units held by the General Partner and
its affiliates are not voted in favor of removal.
When the
subordination period ends, all remaining subordinated units will convert into
common units on a one-for-one basis, and the common units will no longer be
entitled to arrearages.
Issuance
of Additional Units
The
Partnership Agreement authorizes the Issuer to issue an unlimited number of
units on terms determined by the General Partner without unitholder
approval.
The
General Partner controls the Issuer and the unitholders have only limited voting
rights. Unitholders have no right to elect the General Partner or its directors.
The General Partner may not be removed, except by a vote of the holders of at
least 66 2/3% of the Issuer’s common and subordinated units, including common
and subordinated units owned by the General Partner and its affiliates. Upon
consummation of the Offering, the General Partner and its affiliates owned an
aggregate of 60.4% of the common and subordinated units. This will give the
General Partner the ability to prevent its involuntary removal.
If at any
time the General Partner and its affiliates own more than 80% of the outstanding
common units, the General Partner has the right, but not the obligation, to
purchase all of the remaining common units at a price not less than the then
current market price of the common units.
Pursuant to the Partnership Agreement,
the Issuer has agreed to register for resale under the Securities Act and
applicable state securities laws any common units, subordinated units or other
partnership securities proposed to be sold by the General Partner or any of its
affiliates or their assignees if an exemption from the registration requirements
is not otherwise available. These registration rights continue for two years
following any withdrawal or removal of Quicksilver Gas Services GP LLC as
general partner. The Issuer is obligated to pay all expenses incidental to the
registration, excluding underwriting discounts and fees.
The
General Partner’s Limited Liability Company Agreement
Under the
First Amended and Restated Limited Liability Company Agreement of the General
Partner (the “General Partner LLC Agreement”), Holdings has the right to elect
the members of the board of directors of the General Partner.
To the
Reporting Persons’ knowledge, there are no other contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities of
the Issuer.
References
to, and descriptions of, the Partnership Agreement of the Issuer as set forth in
this Item 6 are qualified in their entirety by reference to the Partnership
Agreement filed as Exhibit 3.1 to the Issuer’s current report on Form 8-K (File
No. 001-33631) filed with the Securities and Exchange Commission (the
“Commission”) on February 22, 2008 which is incorporated in its entirety in this
Item 6. References to, and descriptions of, the General Partner LLC Agreement as
set forth in this Item 6 are qualified in their entirety by reference to the
General Partner LLC Agreement filed as Exhibit 3.4 to Amendment No. 4 to the
Issuer’s registration statement on Form S-1 (File No. 333-140599) filed with the
Commission on July 25, 2007 which is incorporated in its entirety in this Item
6.
ITEM
7.
MATERIAL TO BE FILED
AS EXHIBITS
Exhibit
A
|
Second
Amended and Restated Agreement of
Limited Partnership of Quicksilver Gas Services LP (attached as Exhibit
3.1 to the Issuer’s current report on Form 8-K (File No. 001-33631) filed
with the Commission on
February 22,
2008
and incorporated herein in its entirety by
reference).
|
Exhibit
B
|
Omnibus
Agreement among Quicksilver Resources Inc., Quicksilver Gas Services GP
LLC and Quicksilver Gas Services LP (filed as Exhibit
10.4
to the Issuer’s current report on Form
8-K (File No. 001-33631) filed with the Commission on August 16, 2007 and
incorporated herein in its entirety by
reference).
|
Exhibit
C
|
First
Amended and Restated Limited Liability Company Agreement of Quicksilver
Gas Services GP LLC (attached as Exhibit 3.4 to Amendment No. 4 to the
Issuer’s registration statement on Form S-1 (File No. 333-140599) filed
with the Commission on July 25, 2007 and incorporated herein in its
entirety by reference).
|
Exhibit
D
|
Waiver, dated November 19, 2009, by Quicksilver
Gas Services GP LLC (attached as Exhibit 10.1 to the Issuer’s current
report on Form 8-K (File No. 001-33631) filed with the Commission on
November 23, 2009 and incorporated herein in its entirety by
reference).
|
Exhibit E
|
Waiver, dated November 19, 2009, by Quicksilver
Resources Inc. (attached as Exhibit 10.2 to the Issuer’s current report on
Form 8-K (File No. 001-33631) filed with the Commission on November 23,
2009 and incorporated herein in its entirety by
reference).
|
Exhibit F
|
Option, Right of First Refusal, and Waiver in
Amendment to Omnibus Agreement and Gas Gathering and Processing Agreement,
dated as of June 9, 2009, among Quicksilver Resources Inc., Quicksilver
Gas Services LP, Quicksilver Gas Services GP LLC, Cowtown Pipeline
Partners L.P. and Cowtown Gas Processing Partners L.P. (attached as
Exhibit 10.1 to the Issuer’s current report on Form 8-K (File No.
001-33631) filed with the Commission on June 11, 2009 and incorporated
herein in its entirety by
reference).
|
Exhibit G
|
Joint
Filing Statement (
attached
as Exhibit D to the Schedule 13D (File No. 005-83088) filed with the
Commission on August 24, 2007 and incorporated herein in its entirety by
reference filed herewith
).
|
SIGNATURES
After
reasonable inquiry and to the best of the knowledge and belief of the
undersigned, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: January 21,
2010
|
QUICKSILVER
RESOURCES INC.
|
|
|
|
|
|
|
By:
|
/s/ Thomas
F. Darden
|
|
|
|
Name:
|
Thomas
F. Darden
|
|
|
|
Title:
|
Chairman
of the Board
|
|
|
|
|
|
|
|
|
|
|
QUICKSILVER
GAS SERVICES HOLDINGS LLC
|
|
|
|
|
|
|
By:
|
/s/ Thomas
F. Darden
|
|
|
|
Name:
|
Thomas
F. Darden
|
|
|
|
Title:
|
President
and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
COWTOWN
GAS PROCESSING L.P.
|
|
|
|
|
|
|
By:
|
Cowtown
Pipeline Management, Inc., its general partner
|
|
|
|
|
|
|
By:
|
/s/ Thomas
F. Darden
|
|
|
|
Name:
|
Thomas
F. Darden
|
|
|
|
Title:
|
Chairman
of the Board
|
|
|
|
|
|
|
|
|
|
|
COWTOWN
PIPELINE L.P.
|
|
|
|
|
|
|
By:
|
Cowtown
Pipeline Management, Inc., its general partner
|
|
|
|
|
|
|
By:
|
/s/ Thomas
F. Darden
|
|
|
|
Name:
|
Thomas
F. Darden
|
|
|
|
Title:
|
Chairman
of the Board
|
|
|
|
|
|
|
|
|
|
|
COWTOWN
PIPELINE MANAGEMENT, INC.
|
|
|
|
|
|
|
By:
|
/s/ Thomas
F. Darden
|
|
|
|
Name:
|
Thomas
F. Darden
|
|
|
|
Title:
|
Chairman
of the Board
|
|
|
|
|
|
|
|
|
|
|
COWTOWN
PIPELINE FUNDING, INC.
|
|
|
|
|
|
|
By:
|
/s/ Thomas
F. Darden
|
|
|
|
Name:
|
Thomas
F. Darden
|
|
|
|
Title:
|
Chairman
of the Board
|
|
|
|
|
|
|
|
|
|
|
QUICKSILVER
GAS SERVICES GP LLC
|
|
|
|
|
|
|
By:
|
/s/ Thomas
F. Darden
|
|
|
|
Name:
|
Thomas
F. Darden
|
|
|
|
Title:
|
President
and Chief Executive Officer
|
|
|
|
|
|
Executive
Officers of Quicksilver Resources Inc.
Thomas F.
Darden
Address:
c/o Quicksilver Resources Inc., 777 West Rosedale Street, Fort Worth, Texas
76104
Principal
Occupation: Chairman of the Board
Citizenship:
USA
Amount
Beneficially Owned: 114,575 (less than 1%)* includes 23,837 common units
received on January 4, 2010 upon vesting of phantom units pursuant to the 2007
Equity Plan.
Glenn
Darden
Address:
c/o Quicksilver Resources Inc., 777 West Rosedale Street, Fort Worth, Texas
76104
Principal
Occupation: President and Chief Executive Officer
Citizenship:
USA
Amount
Beneficially Owned: 114,575 (less than 1%)* includes 23,837 common units
received on January 4, 2010 upon vesting of phantom units pursuant to the 2007
Equity Plan.
Anne
Darden Self
Address:
c/o Quicksilver Resources Inc., 777 West Rosedale Street, Fort Worth, Texas
76104
Principal
Occupation: Vice President-Human Resources
Citizenship:
USA
Amount
Beneficially Owned: 86,865 (less than 1%)* includes 4,811 common units received
on January 4, 2010 upon vesting of phantom units pursuant to the 2007 Equity
Plan.
Paul J.
Cook
Address:
c/o Quicksilver Resources Inc., 777 West Rosedale Street, Fort Worth, Texas
76104
Principal
Occupation: Executive Vice President-Operations
Citizenship:
USA
Amount
Beneficially Owned: 16,180 (less than 1%) includes 12,493 common units received
on January 4, 2010 upon vesting of phantom units pursuant to the 2007 Equity
Plan.
Philip
Cook
Address:
c/o Quicksilver Resources Inc., 777 West Rosedale Street, Fort Worth, Texas
76104
Principal
Occupation: Senior Vice President — Chief Financial Officer
Citizenship:
USA
Amount
Beneficially Owned: 14,748 (less than 1%) includes 10,747 common units received
on January 4, 2010 upon vesting of phantom units pursuant to the 2007 Equity
Plan.
John C.
Cirone
Address:
c/o Quicksilver Resources Inc., 777 West Rosedale Street, Fort Worth, Texas
76104
Principal
Occupation: Senior Vice President, General Counsel and Secretary
Citizenship:
USA
Amount
Beneficially Owned: 9,411 (less than 1%) includes 6,944 common units received on
January 4, 2010 upon vesting of phantom units pursuant to the 2007 Equity
Plan.
John C.
Regan
Address:
c/o Quicksilver Resources Inc., 777 West Rosedale Street, Fort Worth, Texas
76104
Principal
Occupation: Vice President, Controller and Chief Accounting Officer
Citizenship:
USA
Amount
Beneficially Owned: 2,616 (less than 1%) includes 2,616 common units received on
January 4, 2010 upon vesting of phantom units pursuant to the 2007 Equity
Plan.
Robert N.
Wagner
Address:
c/o Quicksilver Resources Inc., 777 West Rosedale Street, Fort Worth, Texas
76104
Principal
Occupation: Vice President — Reservoir Engineering
Citizenship:
USA
Amount
Beneficially Owned: 0
Board
of Directors of Quicksilver Resources Inc.
Thomas F.
Darden
(see
above)
Glenn
Darden
(see
above)
Anne
Darden Self
(see
above)
Steven M.
Morris
Address:
c/o Quicksilver Resources Inc., 777 West Rosedale Street, Fort Worth, Texas
76104
Principal
Occupation: President of Morris & Company, a private investment
firm
Citizenship:
USA
Amount
Beneficially Owned: 19,000 (less than 1%)
W.
Yandell Rogers, III
Address:
c/o Quicksilver Resources Inc., 777 West Rosedale Street, Fort Worth, Texas
76104
Principal
Occupation: Chief Executive Officer of Priest River Ltd. and Lewiston Atlas
Ltd., each a privately
-
owned holding
company
Citizenship:
USA
Amount
Beneficially Owned: 0
Mark J.
Warner
Address:
c/o Quicksilver Resources Inc., 777 West Rosedale Street, Fort Worth, Texas
76104
Principal
Occupation: Senior Director of Natural Resource Investments of The
University of Texas Investment Management Company
Citizenship:
USA
Amount
Beneficially Owned: 1,500
W. Byron Dunn
Address:
c/o Quicksilver Resources Inc., 777 West Rosedale Street, Fort Worth, Texas
76104
Principal
Occupation: Principal of Tubular Synergy Group L.P., a wholesale marketer of
steel tubular products
Citizenship:
USA
Amount
Beneficially Owned: 0
Executive
Officers of Quicksilver Gas Services Holdings LLC
Thomas F.
Darden
(see
above)
Paul J.
Cook
(see
above)
John C.
Cirone
(see
above)
Philip
Cook
(see
above)
John C.
Regan
(see
above)
Members
of Quicksilver Gas Services Holdings LLC
Cowtown
Gas Processing L.P.
See below
for information regarding Cowtown Pipeline Management, Inc., the general partner
of Cowtown Gas Processing L.P.
Cowtown
Pipeline L.P.
See below
for information regarding Cowtown Pipeline Management, Inc., the general partner
of Cowtown Pipeline L.P.
General
Partner of Cowtown Gas Processing L.P.
See below
for information regarding the board of directors and executive officers of
Cowtown Pipeline Management, Inc., the general partner of Cowtown Gas Processing
L.P.
General
Partner of Cowtown Pipeline L.P.
See below
for information regarding the board of directors and executive officers of
Cowtown Pipeline Management, Inc., the general partner of Cowtown Pipeline
L.P.
Executive
Officers of Cowtown Pipeline Management, Inc.
Glenn
Darden
(see
above)
Thomas F.
Darden
(see
above)
Paul J.
Cook
(see
above)
Philip
Cook
(see
above)
John C.
Cirone
(see
above)
John C.
Regan
(see above)
Board
of Directors of Cowtown Pipeline Management, Inc.
Glenn
Darden
(see
above)
Thomas F.
Darden
(see
above)
Philip
Cook
(see
above)
Executive
Officers of Cowtown Pipeline Funding, Inc.
Glenn
Darden
(see
above)
Thomas F.
Darden
(see
above)
Paul J.
Cook
(see
above)
Philip
Cook
(see
above)
John C.
Cirone
(see
above)
John C.
Regan
(see
above)
Board
of Directors of Cowtown Pipeline Funding, Inc.
Glenn
Darden
(see
above)
Thomas F.
Darden
(see
above)
Philip
Cook
(see
above)
Executive
Officers of Quicksilver Gas Services GP LLC
Glenn
Darden
(see
above)
Thomas F.
Darden
(see
above)
Paul J.
Cook
(see
above)
Philip
Cook
(see
above)
John C.
Cirone
(see
above)
John C.
Regan
(see
above)
Board of
Directors of Quicksilver Gas Services GP LLC
Glenn
Darden
(see
above)
Thomas F.
Darden
(see
above)
Paul J.
Cook
(see
above)
Philip
Cook
(see
above)
Alvin
Bledsoe
Address:
c/o Quicksilver Gas Services GP LLC, 777 West Rosedale Street, Fort Worth, Texas
76104
Principal
Occupation: Retired
Citizenship:
USA
Amount
Beneficially Owned: 48,412 (less than 1%) includes 2,478 common units received
on January 4, 2010 upon vesting of phantom units pursuant to the 2007 Equity
Plan.
Philip D.
Gettig
Address:
c/o Quicksilver Gas Services GP LLC, 777 West Rosedale Street, Fort Worth, Texas
76104
Principal
Occupation: Retired
Citizenship:
USA
Amount
Beneficially Owned: 8,317 (less than 1%) includes 2,478 common units received on
January 4, 2010 upon vesting of phantom units pursuant to the 2007 Equity
Plan.
John W.
Somerhalder II
Address:
c/o Quicksilver Gas Services GP LLC, 777 West Rosedale Street, Fort Worth, Texas
76104
Principal
Occupation: President, Chief Executive Officer and a Director of AGL Resources
Inc., a publicly-held energy services holding company whose principal business
is the distribution of natural gas
Citizenship:
USA
Amount
Beneficially Owned: 18,788 (less than 1%) includes 6,454 common units received
on January 4, 2010 upon vesting of phantom units pursuant to the 2007 Equity
Plan.
______________
*
|
76,100
of these common units are held by the Darden Irrecovable Asset Trust, of
which Thomas F. Darden, Glenn Darden and Anne Darden Self are
co-trustees
|
EXHIBIT
INDEX
Exhibit
A
|
Second
Amended and Restated Agreement of
Limited Partnership of Quicksilver Gas Services LP (attached as Exhibit
3.1 to the Issuer’s current report on Form 8-K (File No. 001-33631) filed
with the Commission on
February 22,
2008
and incorporated herein in its entirety by
reference).
|
Exhibit
B
|
Omnibus
Agreement among Quicksilver Resources Inc., Quicksilver Gas Services GP
LLC and Quicksilver Gas Services LP (filed as Exhibit
10.4
to the Issuer’s current report on Form
8-K (File No. 001-33631) filed with the Commission on August 16, 2007 and
incorporated herein in its entirety by
reference).
|
Exhibit
C
|
First
Amended and Restated Limited Liability Company Agreement of Quicksilver
Gas Services GP LLC (attached as Exhibit 3.4 to Amendment No. 4 to the
Issuer’s registration statement on Form S-1 (File No. 333-140599) filed
with the Commission on July 25, 2007 and incorporated herein in its
entirety by reference).
|
Exhibit
D
|
Waiver, dated November 19, 2009, by Quicksilver
Gas Services GP LLC (attached as Exhibit 10.1 to the Issuer’s current
report on Form 8-K (File No. 001-33631) filed with the Commission on
November 23, 2009 and incorporated herein in its entirety by
reference).
|
Exhibit E
|
Waiver, dated November 19, 2009, by Quicksilver
Resources Inc. (attached as Exhibit 10.2 to the Issuer’s current report on
Form 8-K (File No. 001-33631) filed with the Commission on November 23,
2009 and incorporated herein in its entirety by
reference).
|
Exhibit F
|
Option, Right of First Refusal, and Waiver in
Amendment to Omnibus Agreement and Gas Gathering and Processing Agreement,
dated as of June 9, 2009, among Quicksilver Resources Inc., Quicksilver
Gas Services LP, Quicksilver Gas Services GP LLC, Cowtown Pipeline
Partners L.P. and Cowtown Gas Processing Partners L.P. (attached as
Exhibit 10.1 to the Issuer’s current report on Form 8-K (File No.
001-33631) filed with the Commission on June 11, 2009 and incorporated
herein in its entirety by
reference).
|
Exhibit G
|
Joint
Filing Statement (
attached
as Exhibit D to the Schedule 13D (File No. 005-83088) filed with the
Commission on August 24, 2007 and incorporated herein in its entirety by
reference filed
herewith
).
|
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