UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): July 9, 2010
POSTROCK ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
(State or
other jurisdiction
of incorporation)
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001-34635
(Commission file number)
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27-0981065
(I.R.S. employer identification number) |
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210 Park Avenue, Suite 2750
Oklahoma City, Oklahoma
(Address of principal executive offices)
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73102
(Zip code) |
Registrants telephone number, including area code: (405) 600-7704
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
Fourth Amendment to PostRock Energy Service Corporations Second Amended and Restated Credit
Agreement
On July 11, 2010, PostRock Energy Corporations subsidiary, PostRock Energy Services
Corporation (formerly known as Quest Resource Corporation) (PESC), entered into the Fourth
Amendment (the Fourth Amendment) to the Second Amended and Restated Credit Agreement, dated as
of September 11, 2009 among PESC, Royal Bank of Canada (RBC) and the lenders party thereto (as
amended, the Credit Agreement). The Fourth Amendment is among PESC, as borrower, PESCs
wholly-owned subsidiaries that guarantee the Credit Agreement, and RBC, as administrative agent,
collateral agent and a lender.
The Fourth Amendment extends the July 11, 2010 maturity date of the $8 million revolving line
of credit and three promissory notes under the Credit Agreement until October 9, 2010. The
maturity date of the term loan portion of the indebtedness outstanding under the Credit Agreement
remains January 11, 2012. The Fourth Amendment also extends, until October 9, 2010, the deadline
for PESC to satisfy specified conditions which would obligate the Lenders to reconvey to PESCs
subsidiaries the overriding royalty interests that such subsidiaries have assigned to the Lenders
under the Credit Agreement.
The Fourth Amendment did not result in an increase in interest expense and no amendment fees
were incurred in connection therewith. This summary description of the Fourth Amendment does not
purport to be complete and is qualified in its entirety by reference to the Fourth Amendment, which
is filed as Exhibit 10.1 herewith and is incorporated herein by reference.
Securities Class Action Settlement
PostRock Energy Corporation (the Company) also announced that on Friday, July 9, 2010, a
stipulation of settlement was filed in the United States District Court for the Western District of
Oklahoma which, if approved by the Court, will resolve the pending securities class actions,
first-filed derivative lawsuit, and two individual securities actions pending against the Company
and its current and former officers and directors. The Company intends to contribute $1 million to
the settlement of the lawsuits and approximately $0.4 million to resolve other potential
liabilities associated with the litigation.
Item 9.01 Financial Statements and Exhibits.
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EXHIBIT NUMBER |
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DESCRIPTION |
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10.1
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Fourth Amendment to Second Amended and
Restated Credit Agreement, dated as of July
11, 2010, by and among PostRock Energy
Services Corporation, as Borrower, Royal Bank
of Canada, as Administrative Agent and
Collateral Agent and as the Lender, and the
Guarantors party thereto. |
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99.1
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Press Release, dated July 12, 2010. |
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