Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2015

Long-term Debt, Other Disclosures [Abstract]

Schedule Of Long-Term Debt Instruments

	September 30, 2015			December 31, 2014
	(in thousands)
Combined Credit Agreements	$	156,985		$	274,514
Second Lien Term Loan, net of unamortized discount (1)	—			610,242
Second Lien Notes due 2019, net of unamortized discount (1)	—			195,277
Senior notes due 2019, net of unamortized discount (1)	—			293,919
Senior notes due 2021, net of unamortized discount (1)	—			310,590
Senior subordinated notes due 2016 (1)	—			350,000
Total debt	156,985			2,034,542
Unamortized deferred gain-terminated interest rate swaps (1)	—			2,763
Current portion of long-term debt (2)	(156,985		)	(2,037,305		)
Long-term debt (2)	$	—		$	—

⁽¹⁾  Classified as Liability Subject to Compromise as of September 30, 2015

⁽²⁾  As a result of our Chapter 11 filings, we have classified all debt as current at September 30, 2015

Schedule of Outstanding Debt

	Priority on Collateral and Structural Seniority (1)
	Highest priority						Lowest priority
	First Lien		Second Lien		Senior Unsecured		Senior Subordinated
	Combined Credit Agreements		Second Lien Term Loan	Second Lien Notes	2019 Senior Notes	2021 Senior Notes	Senior Subordinated Notes
Principal amount (1) (2)	$325 million		$625 million	$200 million	$298 million	$325 million	$350 million
Scheduled maturity date prior to acceleration (3)	September 6, 2016		June 21, 2019	June 21, 2019	August 15, 2019	July 1, 2021	April 1, 2016
Springing maturity date prior to acceleration (3)	October 2, 2015		January 1, 2016	January 1, 2016	N/A	N/A	N/A
Interest rate on outstanding borrowings at September 30, 2015 (4)	6.66%		7.00%	7.00%	9.125%	11.00%	7.125%
Base interest rate options prior to acceleration (5) (6)	LIBOR, ABR, CDOR		LIBOR floor of 1.25%; ABR floor of 2.25%	LIBOR floor of 1.25%	N/A	N/A	N/A
Financial covenants (7) (9)	- Minimum current ratio of 1.0 - Minimum EBITDAX or EBITDA to cash interest expense - Maximum senior secured debt leverage ratio of 2.0		N/A	N/A	N/A	N/A	N/A
Significant restrictive covenants (7)(8)(9)	- Incurrence of debt - Incurrence of liens - Payment of dividends - Equity purchases - Asset sales - Affiliate transactions - Limitations on derivatives and investments		- Incurrence of debt - Incurrence of liens and 1st lien cap -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	- Incurrence of debt - Incurrence of liens and 1st lien cap -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	- Incurrence of debt - Incurrence of liens -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	- Incurrence of debt - Incurrence of liens -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions	- Incurrence of debt - Incurrence of liens -Payment of dividends - Equity purchases - Asset sales - Affiliate transactions
Optional redemption prior to acceleration (9)	Any time		Any time, subject to re-pricing event June 21, 2015: 101	Any time, subject to re-pricing event June 21, 2015: 101	August 15, 2014: 104.563 2015: 103.042 2016: 101.521 2017: par	July 1, 2019: 102.000 2020: par	Any time
Make-whole redemption prior to acceleration (9)	N/A		N/A	N/A	N/A	Callable prior to July 1, 2019 at make-whole call price of Treasury +50 bps	N/A
Change of control prior to acceleration (9)	Event of default		Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest	Put at 101% of principal plus accrued interest
Equity clawback prior to acceleration (9)	N/A		N/A	N/A	N/A	Redeemable until July 1, 2016 at 111.00%, plus accrued interest for up to 35%	N/A
Estimated fair value as of September 30, 2015 (10)	$157.0 million		$237.5 million	$76.0 million	$17.6 million	$20.9 million	$—

⁽¹⁾  Borrowings under the Amended and Restated U.S. Credit Facility, Second Lien Term Loan and Second Lien Notes due 2019 are guaranteed by certain of Quicksilver’s domestic subsidiaries and are secured (on a first priority basis with respect to the Amended and Restated U.S. Credit Facility and on a second priority basis with respect to the Second Lien Term Loan and the Second Lien Notes due 2019) by 100% of the equity interests of each of Cowtown Pipeline Management, Inc., Cowtown Pipeline Funding, Inc., Cowtown Gas Processing L.P., Cowtown Pipeline L.P., Barnett Shale Operating LLC, Silver Stream Pipeline Company LLC, QPP Parent LLC and QPP Holdings LLC (collectively, the “Domestic Pledged Equity”), 65% of the equity interests of QRCI and Quicksilver Production Partners Operating Ltd. (with respect to the Amended and Restated U.S. Credit Facility, on a ratable basis with borrowings under the Amended and Restated Canadian Credit Facility) and the majority of Quicksilver's domestic proved oil and gas properties and related assets, (the “Domestic Pledged Property”). Borrowings under the Amended and Restated Canadian Credit Facility are guaranteed by Quicksilver and certain of its domestic subsidiaries and are secured by the Domestic Pledged Equity, the Domestic Pledged Property, 100% of the equity interests of QRCI (65% of which is on a ratable basis with the borrowings under the Amended and Restated U.S. Credit Facility) and any Canadian restricted subsidiaries, under the Amended and Restated Canadian Credit Facility, and 65% of the equity interests of Quicksilver Production Partners Operating Ltd. (which is on a ratable basis with the borrowings under the Amended and Restated U.S. Credit Facility) and the majority of QRCI's oil and gas properties and related assets. The other debt presented is based upon structural seniority and priority of payment.

⁽²⁾  The principal amount included in the table for the Combined Credit Agreements represents the global borrowing base immediately prior to the Chapter 11 filings.

⁽³⁾  Immediately prior to acceleration as a result of the Chapter 11 filings, the Combined Credit Agreements were required to be repaid 91 days prior to the maturity of the Senior Subordinated Notes, the Second Lien Term Loan or the Second Lien Notes due 2019, if on the applicable date any amount of such debt remained outstanding. Immediately prior to acceleration as a result of the Chapter 11 filings, the Second Lien Term Loan and Second Lien Notes due 2019 were required to be repaid (1) 91 days prior to the maturity of the 2019 Senior Notes if more than $100 million of the 2019 Senior Notes remained outstanding and (2) 91 days prior to the maturity of the Senior Subordinated Notes if on the applicable date the amount remaining outstanding was greater than $100 million. Immediately prior to acceleration as a result of the Chapter 11 filings, as then structured and assuming no changes in the amounts outstanding, amounts outstanding under the Combined Credit Agreements would have been due on October 2, 2015 and the Second Lien Term Loan and Second Lien Notes would have been due on January 1, 2016.

⁽⁴⁾  Represents the weighted average borrowing rate payable to lenders on our Combined Credit Agreement as of September 30, 2015.

⁽⁵⁾  Immediately prior to the Chapter 11 filings, amounts outstanding under the Amended and Restated U.S. Credit Facility bore interest, at our election, at (i) adjusted LIBOR (as defined in the Amended and Restated U.S. Credit Facility) plus an applicable margin between 2.75% and 3.75%, or (ii) ABR (as defined in the Amended and Restated U.S. Credit Facility), which is the greatest of (a) the prime rate announced by JPMorgan, (b) the federal funds rate plus 0.50% and (c) adjusted LIBOR for an interest period of one month plus 1.00%, plus, in each case under scenario (ii), an applicable margin between 1.75% and 2.75%. We also pay a per annum fee on the LC Exposure (as defined in the Amended and Restated U.S. Credit Facility) of all letters of credit issued under the Amended and Restated U.S. Credit Facility equal to the applicable margin with respect to Eurodollar loans, and a commitment fee on the unused availability under the Amended and Restated U.S. Credit Facility of 0.50%.

⁽⁶⁾  Immediately prior to the Chapter 11 filings, amounts outstanding under the Amended and Restated Canadian Credit Facility bore interest, at our election, at (i) the CDOR Rate (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 2.75% and 3.75%, (ii) the Canadian Prime Rate (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 1.75% and 2.75%, (iii) the U.S. Prime Rate (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 1.75% and 2.75% or (iv) adjusted LIBOR (as defined in the Amended and Restated Canadian Credit Facility) plus an applicable margin between 2.75% and 3.75%. We also pay a per annum fee on the LC Exposure (as defined in the Amended and Restated Canadian Credit Facility) of all letters of credit issued under the Amended and Restated Canadian Credit Facility equal to the applicable margin with respect to Eurodollar loans, and a commitment fee on the unused availability under the Amended and Restated Canadian Credit Facility of 0.50%.

⁽⁷⁾  The financial covenants and significant restrictive covenants were applicable to the Combined Credit Agreements immediately prior to the Chapter 11 filings and remain applicable to the Amended and Restated Canadian Credit Facility. However, pursuant to the Forbearance Agreements, the administrative agent and certain lenders agreed to, among other things, forbear from exercising their rights and remedies in connection with specified defaults under the Amended and Restated Canadian Credit Facility, including events of default related to our Chapter 11 filings or the failure to comply with the financial covenants, until the earlier of December 15, 2015 or certain other events specified in the Forbearance Agreements.

The following table sets forth the minimum EBITDAX covenant for the Amended and Restated U.S. Credit Facility immediately prior to the Chapter 11 filings and for the Amended and Restated Canadian Credit Facility:

	Minimum EBITDAX Covenant
	(in millions)
Twelve months ending September 30, 2015	120.5
Twelve months ending December 31, 2015	122.0

Immediately prior to the Chapter 11 filings, the minimum required interest coverage ratio for the Amended and Restated U.S. Credit Facility for the first and second quarters of 2016 was 1.50 and 2.00, respectively. The minimum required interest coverage ratio for the Amended and Restated Canadian Credit Facility for the first and second quarters of 2016 is 1.50 and 2.00, respectively.

⁽⁸⁾  Immediately prior to acceleration as a result of our Chapter 11 filings, our indentures required us to reinvest or repay senior debt with net cash proceeds from certain asset sales within one year.

⁽⁹⁾  The information presented in this table is qualified in all respects by reference to the full text of the covenants, provisions and related definitions contained in the documents governing the various components of our debt.

⁽¹⁰⁾  The estimated fair value is determined using market quotations based on recent trade activity for fixed rate obligations (“Level 2” inputs). Our Second Lien Term Loan and Second Lien Notes feature variable interest rates and we estimate their fair value by using market quotations based on recent trade activity (“Level 3” input). We consider our Combined Credit Agreements, which have a variable interest rate, to have a fair value equal to their carrying value (“Level 1” input).

QRI & Restricted Subsidiaries Indenture Financials (Balance Sheet) [Table Text Block]

	September 30, 2015			December 31, 2014
	(in thousands)
	(Restated)
ASSETS
Current assets	$	216,433		$	421,533
Property and equipment	430,401			715,931
Investment in subsidiaries (equity method)	(87,936		)	(82,360		)
Other assets	6,640			62,245
Total assets	$	565,538		$	1,117,349
LIABILITIES AND EQUITY
Current liabilities	214,393			2,137,532
Long-term liabilities	108,639			117,688
Liabilities subject to compromise	1,884,128			—
Stockholders’ equity	(1,641,622		)	(1,137,871		)
Total liabilities and equity	$	565,538		$	1,117,349

QRI & Restricted Subsidiaries Indenture Financials (Income Statement) [Table Text Block]

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2015			2014			2015			2014
	(in thousands)
	(Restated)						(Restated)
Revenue	$	58,987		$	163,498		$	227,119		$	373,316
Operating expenses	228,309			100,857			471,797			313,385
Equity in net earnings of subsidiaries	(1,004		)	(1,458		)	(2,991		)	(4,266		)
Operating income (loss)	(170,326		)	61,183			(247,669		)	55,665
Interest expense and other	(3,851		)	(42,365		)	(69,645		)	(125,755		)
Reorganization items, net	(7,883		)	—			(148,568		)	—
Income tax benefit (expense)	(2,152		)	4,939			(5,836		)	(1,081		)
Net income (loss)	$	(184,212	)	$	23,757		$	(471,718	)	$	(71,171	)
Other comprehensive loss	(5,659		)	(14,889		)	(23,549		)	(27,101		)
Comprehensive income (loss)	$	(189,871	)	$	8,868		$	(495,267	)	$	(98,272	)

QRI & Restricted Subsidiaries Indenture Financials (Cash Flow) [Table Text Block]

	For the Nine Months Ended September 30,
	2015			2014
	(in thousands)
Net cash flow provided by (used in) operating activities	$	113,640		$	(11,319	)
Capital expenditures	(25,007		)	(111,423		)
Investment in subsidiary	—			(26,395		)
Proceeds from Southwestern Transaction	—			95,587
Proceeds from sale of properties and equipment	2,978			1,942
Purchases of marketable securities	—			(55,890		)
Maturities and sales of marketable securities	—			222,025
Net cash flow provided by (used in) investing activities	(22,029		)	125,846
Issuance of debt	28,335			243,184
Repayments of debt	(170,660		)	(193,689		)
Debt issuance costs paid	(80		)	(225		)
Purchase of treasury stock	(115		)	(2,388		)
Net cash flow provided by (used in) financing activities	(142,520		)	46,882
Effect of exchange rates on cash	4,614			(2,718		)
Net change in cash and equivalents	(46,295		)	158,691
Cash and equivalents at beginning of period	221,838			88,028
Cash and equivalents at end of period	$	175,543		$	246,719