Quicksilver Gas Services Announces Closing of Sale of its General Partner to Crestwood Holdings Partners LLC, New Executive M...
02 10월 2010 - 4:08AM
Business Wire
Quicksilver Gas Services LP (NYSE:KGS) announced today that
Crestwood Holdings Partners LLC (“Crestwood”) has closed on the
purchase of all of Quicksilver Resources Inc.’s (NYSE:KWK)
(“Quicksilver Resources”) ownership interests in Quicksilver Gas
Services GP LLC (“Quicksilver GP”) and Quicksilver Gas Services LP
(“Quicksilver Gas Services”). Quicksilver Gas Services owns and
operates three natural gas gathering pipeline systems with related
natural gas processing, treating and compression assets located in
the Barnett Shale play of the Fort Worth basin in north Texas.
The transaction, announced on July 22, 2010, includes
Crestwood’s purchase of a 100% interest in Quicksilver GP,
5,696,752 common units and 11,513,625 subordinated units in
Quicksilver Gas Services and a note payable by Quicksilver Gas
Services which had a balance of approximately $58 million at
closing. Quicksilver Resources received from Crestwood $701 million
cash and has the right to receive additional cash payments from
Crestwood in 2012 and 2013 of up to $72 million in the aggregate.
The additional payments will be determined by an earn-out formula
which is based upon Quicksilver Gas Services’ actual gathering
volumes during 2011 and 2012. Quicksilver Resources is the largest
natural gas producer on the Quicksilver Gas Services pipeline
systems.
“Crestwood is pleased to complete our first midstream
acquisition,” said Robert G. Phillips, Crestwood’s President and
Chief Executive Officer. “The Quicksilver transaction represents a
great starting point for our disciplined growth strategy. The
assets, employees and producer customers we are acquiring in the
Barnett Shale form a solid platform for future deals in other shale
plays, and the new credit facility should provide the financial
capacity to support those growth objectives. I am particularly
pleased that four members of the previous board of directors have
agreed to join us going forward. They share our vision of building
a successful midstream business around a diversified portfolio of
high quality assets and a commitment to best in class customer
service,” Phillips added.
In connection with the transfer of Quicksilver Gas Services
general partner interest to Crestwood, Robert G. Phillips has been
named President, Chief Executive Officer and Chairman of the Board
of Directors of Quicksilver Gas Services GP LLC. Mr. Phillips,
founder of Crestwood, was formerly the Chief Executive Officer and
a director of Enterprise Products Partners LP and held numerous
executive management positions at El Paso Corporation including
Chairman and Chief Executive Officer of GulfTerra Energy Partners
LP prior to its merger with Enterprise. Additional Quicksilver Gas
Services executive management appointments include William G.
Manias, Chief Financial Officer and Secretary; Joel D. Moxley,
Senior Vice President - Operations and Commercial; and Terry M.
Morrison, Senior Vice President - Business Development. Mr. Manias
was formerly the Chief Financial Officer of Teppco Partners, LP and
GulfTerra. Mr. Moxley was formerly Senior Vice President -Gas
Processing for Crosstex Energy Services LP. Mr. Morrison was
formerly Vice President – Energy Marketing and Trading for Florida
Power & Light.
In addition to the new executive team, Quicksilver Gas Services
is pleased to announce that the Board of Directors of its general
partner has been expanded to nine members, including four current
members of its Board of Directors and five new members who have
been appointed by Crestwood. The current directors who will
continue their board service include Thomas F. (Toby) Darden,
formerly President, Chief Executive Officer and a director of
Quicksilver GP and currently Chairman and President of Quicksilver
Resources; John W. Somerhalder II, an independent director of
Quicksilver GP and currently President, Chief Executive Officer and
a director of AGL Resources; Alvin Bledsoe, an independent director
of Quicksilver GP and a retired senior engagement partner for
PriceWaterhouseCoopers; and Phillip D. Gettig, an independent
director and former senior executive of Union Pacific Resources
Company. Messrs. Somerhalder, Bledsoe and Gettig will continue in
their roles on Quicksilver’s Audit Committee and Conflicts
Committee.
Joining the current members on Quicksilver Gas Services GP LLC
Board of Directors are Mr. Phillips, who will serve as Chairman of
the Board; Timothy H. Day, Managing Director of First Reserve
Corporation; J. Hardy Murchison, Managing Director of First Reserve
Corporation; Michael G. France, Vice President of First Reserve
Corporation; and Joel C. Lambert, Associate General Counsel of
First Reserve Corporation.
As a part of the transaction, Crestwood has arranged for a new
Quicksilver Gas Services credit facility which became effective at
close. The $400 million, five-year revolving credit facility was
put in place by BNP Paribas Securities Corp, Banc of America
Securities LLC and RBC Capital Markets as joint lead arrangers and
joint book runners. BNP Paribas acted as the Administrative Agent,
Bank of America, N.A., and RBC Capital Markets acted as syndication
agents.
About Quicksilver Gas Services
Houston, Texas-based Quicksilver Gas Services is a
growth-oriented, midstream master limited partnership which owns
and operates 100% fee-based gathering, processing, treating and
compression assets servicing natural gas producers in the Barnett
Shale geologic formation in the Fort Worth Basin of north Texas.
For more information about Quicksilver Gas Services, visit
www.kgslp.com.
About Crestwood Holdings Partners LLC
Houston, Texas-based Crestwood Holdings Partners LLC is a
private energy company formed by affiliates of First Reserve
Corporation, a leading private equity fund manager with extensive
investments in the energy industry, and Crestwood Management LLC to
pursue the acquisition and development of North American midstream
assets and businesses. The company will utilize management’s
extensive industry experience and relationships to enable its
growth through the acquisition of strategic assets, the recruitment
of experienced midstream personnel and investment in midstream
organic infrastructure projects. For more information about
Crestwood Holdings Partners LLC, visit www.crestwoodlp.com
Forward-Looking Statements
The statements in this news release regarding future events,
occurrences, circumstances, activities, performance, outcomes and
results are forward-looking statements. Although these statements
reflect the current views, assumptions and expectations of
Quicksilver Gas Services LP’s management, the matters addressed
herein are subject to numerous risks and uncertainties, which could
cause actual activities, performance, outcomes and results to
differ materially from those indicated. Such forward-looking
statements include, but are not limited to, statements about the
benefits of the business combination transaction involving
Crestwood and Quicksilver Gas Services, including future financial
and operating results, the combined company's plans, objectives,
expectations and intentions and other statements that are not
historical facts. Factors that could result in such differences or
otherwise materially affect Quicksilver Gas Services LP’s financial
condition, results of operations and cash flows include: changes in
general economic conditions; fluctuations in natural gas prices;
failure or delays by our customers in achieving expected production
natural gas projects; competitive conditions in our industry;
actions taken or non-performance by third parties, including
suppliers, contractors, operators, processors, transporters and
customers; fluctuations in the value of certain of our assets and
liabilities; changes in the availability and cost of capital;
operating hazards, natural disasters, weather-related delays,
casualty losses and other matters beyond our control; construction
costs or capital expenditures exceeding estimated or budgeted
amounts; the effects of existing and future laws and governmental
regulations, including environmental and climate change
requirements; and the effects of existing and future litigation;
the risk that the businesses will not be integrated successfully;
the risk that the cost savings and any other synergies from the
transaction may not be fully realized or may take longer to realize
than expected; disruption from the transaction making it more
difficult to maintain relationships with customers, employees or
suppliers; as well as other factors disclosed in Quicksilver Gas
Services LP’s filings with the Securities and Exchange Commission.
The forward-looking statements included in this news release are
made only as of the date of this news release, and we undertake no
obligation to update any of these forward-looking statements to
reflect subsequent events or circumstances except to the extent
required by applicable law.
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