sc0023.htm

0000891836-11-000053.txt : 20110224 0000891836-11-000053.hdr.sgml : 20110224 20110224111129 ACCESSION NUMBER: 0000891836-11-000053 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20110224 DATE AS OF CHANGE: 20110224 GROUP MEMBERS: EDWARD H. MCDERMOTT GROUP MEMBERS: JOHN H. SCULLY GROUP MEMBERS: SAN FRANCISCO PARTNERS, L.P. GROUP MEMBERS: SF ADVISORY PARTNERS, L.P. GROUP MEMBERS: SPO ADVISORY PARTNERS, L.P. GROUP MEMBERS: SPO PARTNERS II, L.P. GROUP MEMBERS: WILLIAM E. OBERNDORF FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPO ADVISORY CORP CENTRAL INDEX KEY: 0000919468 IRS NUMBER: 680247274 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 591 REDWOOD HIGHWAY STREET 2: SUITE 3215 CITY: MILL VALLEY STATE: CA ZIP: 94941 BUSINESS PHONE: 4153836600 FORMER COMPANY: FORMER CONFORMED NAME: SF ADVISORY CORP DATE OF NAME CHANGE: 19990329 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUICKSILVER RESOURCES INC CENTRAL INDEX KEY: 0001060990 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752756163 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55999 FILM NUMBER: 11634718 BUSINESS ADDRESS: STREET 1: 801 CHERRY STREET STREET 2: SUITE 3700, UNIT 19 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-665-5000 MAIL ADDRESS: STREET 1: 801 CHERRY STREET STREET 2: SUITE 3700, UNIT 19 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13D/A 1 sc0023.htm AMENDMENT NO. 3 TO SCHEDULE 13D sc0023.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

QUICKSILVER RESOURCES INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

74837R104

(CUSIP Number)

SPO Advisory Corp.

591 Redwood Highway, Suite 3215

Mill Valley, California 94941

(415) 383-6600

With a copy to:

Alison S. Ressler

Sullivan & Cromwell LLP

1888 Century Park East

Los Angeles, California 90067-1725

(310) 712-6600

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

February 23, 2011

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box x.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*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).

Page 2 of 15 pages

CUSIP No. 74837R104

1	NAME OF REPORTING PERSON

	SPO Partners II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

	(a) o
	(b) x
3	SEC USE ONLY


4	SOURCE OF FUNDS

	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)

	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER

			23,311,254(1)
		8	SHARED VOTING POWER

			-0-
		9	SOLE DISPOSITIVE POWER

			23,311,254(1)
		10	SHARED DISPOSITIVE POWER

			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	23,311,254
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	13.7%
14	TYPE OF REPORTING PERSON

	PN

(1)	Power is exercised through its sole general partner, SPO Advisory Partners, L.P.

Page 3 of 15 pages

CUSIP No. 74837R104

1	NAME OF REPORTING PERSON

	SPO Advisory Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

	(a) o
	(b) x
3	SEC USE ONLY


4	SOURCE OF FUNDS

	Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)

	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER

			23,311,254(1)(2)
		8	SHARED VOTING POWER

			-0-
		9	SOLE DISPOSITIVE POWER

			23,311,254(1)(2)
		10	SHARED DISPOSITIVE POWER

			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	23,311,254
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	13.7%
14	TYPE OF REPORTING PERSON

	PN

(1)	Solely in its capacity as the sole general partner of SPO Partners II, L.P.

(2)	Power is exercised through its sole general partner, SPO Advisory Corp.

Page 4 of 15 pages

CUSIP No. 74837R104

1	NAME OF REPORTING PERSON

	San Francisco Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

	(a) o
	(b) x
3	SEC USE ONLY


4	SOURCE OF FUNDS

	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)

	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER

			1,673,900(1)
		8	SHARED VOTING POWER

			-0-
		9	SOLE DISPOSITIVE POWER

			1,673,900(1)
		10	SHARED DISPOSITIVE POWER

			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,673,900
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	1.0%
14	TYPE OF REPORTING PERSON

	PN

(1)	Power is exercised through its sole general partner, SF Advisory Partners, L.P.

Page 5 of 15 pages

CUSIP No. 74837R104

1	NAME OF REPORTING PERSON

	SF Advisory Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

	(a) o
	(b) x
3	SEC USE ONLY


4	SOURCE OF FUNDS

	Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)

	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER

			1,673,900(1)(2)
		8	SHARED VOTING POWER

			-0-
		9	SOLE DISPOSITIVE POWER

			1,673,900(1)(2)
		10	SHARED DISPOSITIVE POWER

			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,673,900
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	1.0%
14	TYPE OF REPORTING PERSON

	PN

(1)	Solely in its capacity as the sole general partner of San Francisco Partners, L.P.

(2)	Power is exercised through its sole general partner, SPO Advisory Corp.

Page 6 of 15 pages

CUSIP No. 74837R104

1	NAME OF REPORTING PERSON

	SPO Advisory Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

	(a) o
	(b) x
3	SEC USE ONLY


4	SOURCE OF FUNDS

	Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)

	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER

			24,985,154(1)(2)
		8	SHARED VOTING POWER

			-0-
		9	SOLE DISPOSITIVE POWER

			24,985,154(1)(2)
		10	SHARED DISPOSITIVE POWER

			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	24,985,154
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	14.7%
14	TYPE OF REPORTING PERSON

	CO

(1)	Solely in its capacity as the sole general partner of SPO Advisory Partners, L.P. with respect to 23,311,254 of such shares; and solely in its capacity as the sole general partner of SF Advisory Partners, L.P. with respect to 1,673,900 of such shares.

(2)	Power is exercised through its three controlling persons, John H. Scully, William E. Oberndorf and Edward H. McDermott.

Page 7 of 15 pages

CUSIP No. 74837R104

1	NAME OF REPORTING PERSONS

	John H. Scully
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

	(a) o
	(b) x
3	SEC USE ONLY


4	SOURCE OF FUNDS

	Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)

	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER

			19,900(1)
		8	SHARED VOTING POWER

			24,985,154(2)
		9	SOLE DISPOSITIVE POWER

			19,900(1)
		10	SHARED DISPOSITIVE POWER

			24,985,154(2)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	25,005,054
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	14.7%
14	TYPE OF REPORTING PERSON

	IN

(1)	These shares are held in Mr. Scully’s Individual Retirement Account, which is self-directed.

(2)	These shares may be deemed to be beneficially owned by Mr. Scully solely in his capacity as one of three controlling persons of SPO Advisory Corp.

Page 8 of 15 pages

CUSIP No. 74837R104

1	NAME OF REPORTING PERSONS

	William E. Oberndorf
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

	(a) o
	(b) x
3	SEC USE ONLY


4	SOURCE OF FUNDS

	Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)

	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER

			155,400(1)
		8	SHARED VOTING POWER

			24,985,154(2)
		9	SOLE DISPOSITIVE POWER

			155,400(1)
		10	SHARED DISPOSITIVE POWER

			24,985,154(2)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	25,140,554
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	14.8%
14	TYPE OF REPORTING PERSON

	IN

(1)	These shares are held in Mr. Oberndorf’s Individual Retirement Account, which is self-directed.

(2)	These shares may be deemed to be beneficially owned by Mr. Oberndorf solely in his capacity as one of three controlling persons of SPO Advisory Corp.

Page 9 of 15 pages

CUSIP No. 74837R104

1	NAME OF REPORTING PERSONS

	Edward H. McDermott
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

	(a) o
	(b) x
3	SEC USE ONLY


4	SOURCE OF FUNDS

	Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)

	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER

			2,300(1)
		8	SHARED VOTING POWER

			24,985,154(2)
		9	SOLE DISPOSITIVE POWER

			2,300(1)
		10	SHARED DISPOSITIVE POWER

			24,985,154(2)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	24,987,454
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	14.7%
14	TYPE OF REPORTING PERSON

	IN

(1)	These shares are held in Mr. McDermott’s Individual Retirement Account, which is self-directed.

(2)	These shares may be deemed to be beneficially owned by Mr. McDermott solely in his capacity as one of three controlling persons of SPO Advisory Corp.

Page 10 of 15 pages

This Amendment No. 3 (the “Amendment”) amends and supplements the Schedule 13D (the “Original 13D”) filed with the Securities and Exchange Commission (the “Commission”) on August 27, 2010, as amended on October 18, 2010 (“Amendment No. 1”) and on October 26, 2010 (“Amendment No. 2”) (as so amended, the “Schedule 13D”) by the Reporting Persons. This Amendment, and the Schedule 13D, relates to the shares of Common Stock, par value $0.01 per share (the “Shares”) of Quicksilver Resources, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 777 West Rosedale, Fort Worth, Texas 76104. Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Schedule 13D. Except as expressly amended and supplemented by this Amendment, the Sche dule 13D is not amended or supplemented in any respect.

Page 11 of 15 pages

ITEM 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and restated as follows:

The Reporting Persons acquired the Shares reported herein for investment purposes. In light of current economic and industry conditions, the Reporting Persons have had and currently intend to continue to have in the future, discussions with management of the Issuer concerning the Issuer’s operations, prospects, business and financial strategies, assets and liabilities, business, financing and strategic alternatives and such other matters as the Repo rting Persons may deem relevant to their investments in the Shares and other securities of the Issuer. Each Reporting Person expects that it will, from time to time, review its investment position in the Issuer and may, depending on market and other conditions and applicable legal constraints, increase or decrease its investment position in the Shares or other securities of the Issuer.

On October 18, 2010, Quicksilver Energy, L.P. and members of the Darden family (the “Darden Family Interests”) filed an amendment to their Schedule 13D, disclosing an interest in exploring possible strategic alternatives, which could include, among other things, a possible take private transaction of the Issuer by the Darden Family Interests. The Reporting Persons have also expressed an interest in receiving nonpublic information and engagi ng in discussions with the Darden Family Interests regarding strategic alternatives for the Issuer. As any discussions between the Darden Family Interests and SPO would require the Issuer to amend its rights plan, the Darden Family Interests requested such an amendment to permit those discussions. In addition, the Darden Family Interests also requested that their financial advisors and SPO be granted access to certain nonpublic information of the Issuer, subject to customary nondisclosure agreements. On October 24, 2010, the transaction committee of the board of the Issuer advised the Darden Family interests that it did not intend to amend the Issuer’s rights plan to permit discussions between SPO and the Darden Family Interests at that time.

On October 26, 2010, SPO Partners II, L.P. entered into a Confidentiality Agreement (the “Confidentiality Agreement”) with the Issuer pursuant to which the Issuer will make available to SPO Partners II, L.P. certain nonpublic information regarding the Issuer. In addition, the Confidentiality Agreement also prevents, for a period of eighteen months, SPO Partners II, L.P. (and any person acting on its behalf) from (i) acquiring, agreeing to a cquire, proposing, seeking or offering to acquire, or facilitating the acquisition or ownership of, any securities or assets of the Issuer or any of its subsidiaries, (ii) entering, agreeing to enter, proposing, seeking or offering to enter into or facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction involving the Issuer or any of its subsidiaries, (iii) making, or in any way participating or engaging in, any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Issuer or any person controlling the Issuer, (iv) forming, joining or in any way participating in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Issuer, (v) otherwise acting, alone or in concert with others, to seek to control or influence the management or the policies of the Issuer,

Page 12 of 15 pages

(vi) disclosing any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (vii) advising, assisting or encouraging or entering into any discussions, negotiations, agreements or arrangements with any other person in connection with the foregoing. SPO Partners II, L.P. also agreed that it and its affiliates would not, for a period of two years, directly or indirectly solicit or encourage any executive officer or other sen ior officer employed by the Issuer to leave the employ of the Issuer.

On February 23, 2011, the Issuer and SPO Partners II, L.P. entered into a limited waiver of certain provisions of the Confidentiality Agreement (the “Limited Waiver”), which permits SPO and its advisors to enter into certain discussions with the Darden Family Interests, its advisors and certain other potential equity investors approved by the transaction committee of the board of the Issuer (the “Other Potential Equity Investors”) for a pe riod of twenty-one days following the execution of the Limited Waiver. The sole topic of discussion permitted by the Limited Waiver is the formulation of a non-binding indication of interest regarding a potential acquisition of the Issuer, which may include, to extent necessary in connection with such formulation, communications with respect to the Issuer’s corporate governance arrangements following the consummation of an acquisition of the Issuer and valuation models and the Issuer’s business. SPO, the Darden Family Interests and any Other Potential Equity Investors are specifically precluded under the terms of the Limited Waiver from entering into any binding agreement, arrangement or understanding relating to the acquisition, holding, voting or disposition of any of the Issuer’s securities.

Concurrently with the execution of the Amendment, the Issuer amended its rights plan, such that none of the Darden Family Interests, SPO or any of the Other Potential Equity Investors will become an “Acquiring Person” within the meaning of the rights plan solely as a result of engaging in communications permitted under the Limited Waiver.

Subject to the provisions of the Confidentiality Agreement and the Limited Waiver, whether the Reporting Persons acquire any additional Shares or other securities of the Issuer, pursue a transaction with the Issuer or dispose of any Shares or other securities of the Issuer, and the amount and timing of any such transactions, will depend upon the Reporting Persons’ individual continuing assessments of pertinent factors, including the availability of Shares o r other securities of the Issuer for purchase at particular price levels and the ability to acquire additional Shares in light of applicable legal constraints, the attitudes and actions of the Board of Directors and management of the Issuer, the Issuer’s and the particular Reporting Person’s business and prospects, other business investment opportunities available to the particular Reporting Person, economic conditions, stock market conditions, money market conditions, the availability and nature of opportunities to dispose of the particular Reporting Person’s interest in the Issuer, to realize trading profits or minimize trading losses, and other plans and requirements of the particular Reporting Person. Depending upon its individual assessments of these factors from time to time, each Reporting Person may change its present intentions as stated above, including determining to acquire additional Shares or other securities of the Issuer (by means of open market or privately negot iated purchases), to enter into any transaction with the Issuer or to dispose of some or all of the Shares or other securities of the Issuer held by or under the control

Page 13 of 15 pages

of such Reporting Person. In addition, each Reporting Person may from time to time enter into equity swap or other derivative transactions with respect to its investment in the Shares or other securities of the Issuer.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and restated as follows:

The information included in Item 4 with respect to the Confidentiality Agreement and the Limited Waiver is incorporated in this Item 6 by reference.

Other than as disclosed in Item 4 of this Schedule 13D, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other persons with respect to securities of the Issuer.

ITEM 7.

Material to be Filed as Exhibits.

Exhibit A:	Agreement pursuant to Rule 13d-1(k)

Exhibit B:	Power of Attorney (previously filed)

Exhibit 99.1	Limited Waiver, dated February 23, 2011, by and between Quicksilver Resources Inc. and SPO Partners II, L.P.

Page 14 of 15 pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 23, 2011	By:
	Name:	Kim M. Silva

	Attorney-in-Fact for:

	SPO PARTNERS II, L.P. (1)
	SPO ADVISORY PARTNERS, L.P. (1)
	SAN FRANCISCO PARTNERS, L.P. (1)
	SF ADVISORY PARTNERS, L.P. (1)
	SPO ADVISORY CORP. (1)
	JOHN H. SCULLY (1)
	WILLIAM E. OBERNDORF (1)
	EDWARD H. MCDERMOTT (1)

	(1) A Power of Attorney authorizing Kim M. Silva to act on behalf of this person or entity has been previously filed with the Securities and Exchange Commission.

Page 15 of 15 pages

EXHIBIT INDEX

Exhibit	Document Description
A	Agreement Pursuant to Rule 13d-1(k)

B	Power of Attorney (previously filed)


99.1	Limited Waiver, dated February 23, 2011, by and between Quicksilver Resources Inc. and SPO Partners II, L.P.

EX-99.A 2 ex_a.htm AGREEMENT PURSUANT TO RULE 13D-1(K) ex_a.htm

EXHIBIT A

Pursuant to Rule 13d-1(k) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below.

Dated: February 23, 2011	By:
	Name:	Kim M. Silva

	Attorney-in-Fact for:

	SPO PARTNERS II, L.P. (1)
	SPO ADVISORY PARTNERS, L.P. (1)
	SAN FRANCISCO PARTNERS, L.P. (1)
	SF ADVISORY PARTNERS, L.P. (1)
	SPO ADVISORY CORP. (1)
	JOHN H. SCULLY (1)
	WILLIAM E. OBERNDORF (1)
	EDWARD H. MCDERMOTT (1)

	(1) A Power of Attorney authorizing Kim M. Silva to act on behalf of this person or entity has been previously filed with the Securities and Exchange Commission.

[Signature Page to Agreement Pursuant to Rule 13d-1(k)]

EX-99.1 3 ex_99-1.htm LIMITED WAIVER ex_99-1.htm

Exhibit 99.1

LIMITED WAIVER

LIMITED WAIVER (this “Waiver”) dated as of February 23, 2011 of certain provisions of that certain letter agreement dated as of October 26, 2010 (the “Confidentiality Agreement”) by and between Quicksilver Resources Inc. (the “Company”) and SPO Partners II, L.P. (“SPO”).

WHEREAS, upon the terms and subject to the conditions set forth herein, the Company, acting at the direction of the Transaction Committee of the Company’s Board of Directors (the “Transaction Committee”), desires to waive certain provisions of the Confidentiality Agreement as set forth herein.

NOW, THEREFORE, the parties hereto hereby agree as follows:

Section 1. Waiver. Notwithstanding anything to the contrary in the Confidentiality Agreement, until the Waiver Expiration (as defined below), SPO and its Representatives (as defined in the Confidentiality Agreement) may engage in communications with (x) Quicksilver Energy L.P. (“Quicksilver Energy”) and its Representatives and (y) prospective sources of equity financing for Quicksilver Energy previously approved by the Transaction Committee (“Other Potential Equity Investors”), in each case solely upon the following terms and subject to th e following conditions:

(a) The sole purpose of such communications shall be to facilitate the submission to the Transaction Committee by Quicksilver Energy and SPO (and, if applicable, one or more Other Potential Equity Investors) of a non-binding indication of interest (which may be written or oral) regarding a potential acquisition of the Company (a “Transaction Proposal”).

(b) The sole permissible topic of such communications shall be the formulation of a Transaction Proposal (which may include, to the extent necessary in connection therewith, communications with respect to (i) the Company’s corporate governance arrangements following the consummation of an acquisition of the Company and (ii) valuation models and the Company’s business).

(c) In no event shall Quicksilver Energy and SPO or any of their respective affiliates enter into any binding agreement, arrangement or understanding (whether written or oral) relating to the acquisition, holding, voting or disposing of any securities of the Company or any other matter relating to the Company.

(d) All such communications shall terminate at 5:00 p.m. Central Time on the twenty-first calendar day following the date upon which this Waiver is executed (the “Waiver Expiration”).

Section 2. Limited Scope of Waiver. SPO acknowledges and agrees that (a) the waiver contained in Section 1 hereof is expressly conditioned upon SPO’s compliance with the requirements set forth in Sections 1(a) through (c) above and (b) without limiting the generality of paragraph 13 of the Confidentiality Agreement, none of the Company, its Board of Directors or the Transaction Committee thereof shall be under any legal obligation of any kind whatsoever with respect to any Transaction Proposal.

Section 3. Effect of Waiver. Except as expressly waived hereby, the Confidentiality Agreement shall remain in full force and effect in accordance with the provisions thereof.

Section 4. Governing Law. This Waiver shall be governed by, and construed in accordance with, the laws of the State of New York without regard to its conflict of law provisions.

Section 5. Counterparts. This Waiver may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed by their respective authorized officers, all as of the day and year first written above.

QUICKSILVER RESOURCES INC.


By:	/s/ John C. Cirone
	Name:	John C. Cirone
	Title:	Senior Vice President – General Counsel


SPO PARTNERS II, L.P.


By:	SPO Advisory Partners, L.P.
	its general partner

By:	SPO Advisory Corp.,
	its general partners


	/s/ John H. Scully
	Name:	John H. Scully
	Title:	Managing Director