QEP RESOURCES, INC.

QEP RESOURCES, INC. terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

QEP RESOURCES, INC.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

The Diamondback merger closed on March 17, 2021: QEP is now a wholly owned Diamondback subsidiary, and each QEP share was converted into 0.050 Diamondback share. QEP stock options were cancelled without payment, and unvested restricted awards became Diamondback restricted shares or units. The Wells Fargo credit agreement was terminated, all QEP directors and officers left and were replaced by Diamondback executives, NYSE delisting was requested, and QEP intends to file Form 15 to end its SEC reporting. This resolves the merger thread.

business combination

QEP sent shareholders the final proxy statement for the Diamondback merger signed Dec 20, 2020: each QEP share would become 0.050 Diamondback share, worth about $3.22 per share on Feb 5, 2021 prices (a stated 39.4% premium to the Dec 18, 2020 close). A shareholder vote is set for March 16, 2021, needing a majority of all outstanding shares, and QEP holders would own about 7% of the combined company. This moves the merger from announcement to the vote stage.

business combination

On December 20, 2020 QEP agreed to be acquired by Diamondback Energy in an all-stock merger: each QEP share becomes 0.05 Diamondback shares, and QEP survives as a Diamondback subsidiary. Closing needs QEP shareholder approval, US antitrust clearance and an effective Diamondback registration statement, with an outside date of June 30, 2021 (September 30, 2021 in some cases). QEP owes a $17.0 million termination fee in certain cases, or up to $7.5 million of expenses if shareholders vote it down. This is the outcome of the strategic review that began in February 2019 only if one infers that link; the filing does not state it. The deal is pending and shareholder positions are not yet ended.

business combination

The NYSE sent QEP a second notice on October 28, 2020 that its average share price was again below $1.00 over 30 trading days, starting a new six-month cure period. QEP says it is considering a reverse stock split, which shareholders already authorised at the May 12, 2020 annual meeting. This repeats the April 2020 notice; the filing does not say how or whether the earlier one was cured.

listing compliance notice

On June 4, 2020 QEP signed an eighth amendment to its bank credit agreement with Wells Fargo as agent. Total commitments fall from $1.25 billion to $850 million, covenants are reset (maximum net priority guaranteed debt to EBITDAX of 2.50x; minimum present value ratio of 1.50x), and material subsidiaries must now guarantee the loan. It also allows up to $500 million of loan proceeds to buy back senior notes and up to $500 million of subordinated unsecured subsidiary guarantees. The company's press release says liquidity rises by more than $500 million, a claim the filing does not itemise.

debt financing

The NYSE told QEP on April 10, 2020 that its average share price over 30 trading days was below the $1.00 minimum for staying listed. The shares keep trading (with a ".BC" tag) during a six-month cure period, and QEP has put a reverse stock split of between 1-for-10 and 1-for-40 to shareholders at the May 12, 2020 annual meeting, which will be held online only because of COVID-19. Failing to cure could lead to delisting.

listing compliance notice

On February 20, 2019, QEP and Vantage agreed to terminate the $1.725 billion Williston Basin sale agreed in November 2018, so QEP keeps those assets and says it will develop the remaining Williston inventory at a measured pace. On the same day the board announced a review of strategic alternatives, which the CEO says could result in a merger or sale of the company or other transactions involving the company or its assets. QEP also reported a 2018 net loss of $1,011.6 million (including $1,156.5 million of fourth-quarter impairment tied to the Williston sale agreement) and said it intends to pursue monetizing its Permian gas midstream infrastructure in the first half of 2019. This reverses the Permian pure-play plan set out in November 2018 and the stated plan to fund a buyback from Williston proceeds.

material agreement termination

QEP closed the sale of its Haynesville/Cotton Valley assets in Louisiana to Aethon III on January 10, 2019, as agreed in November 2018. Net cash proceeds were about $605.1 million after price adjustments (against the $735.0 million headline price), with a further $32.2 million held in escrow over title defects that QEP expects to receive all or part of. The buyer took the gas transportation contracts and about 40 Bcf of gas hedges for the last 11 months of 2019. The press release says proceeds will repay the revolving credit facility balance and help fund part of the 2019 capital program, which differs from the earlier stated plan that also mentioned Permian development and a share buyback.

asset acquisition disposition

On November 16, 2018 QEP agreed to sell its Haynesville/Cotton Valley assets in northwest Louisiana to Aethon III BR LLC for $735.0 million, subject to adjustments, with about $36.8 million deposited in escrow by the buyer. The buyer takes on the firm gas transportation agreements, and QEP will novate gas hedges covering about 40 Bcf for the last 11 months of 2019. Closing is expected in Q1 2019 (the press release says January 2019), subject to antitrust clearance and FERC waivers. Management says proceeds will fund Permian development, debt reduction and a share repurchase program. This follows the Williston sale announced a week earlier and continues the move toward a Permian-only company.

material agreement

On November 6, 2018 QEP agreed to sell all its Williston Basin assets in North Dakota and Montana (including South Antelope and Fort Berthold) to Vantage Acquisition Operating Company, a subsidiary of Vantage Energy Acquisition Corp., for up to $1.725 billion: $1.65 billion cash plus up to $75 million in Vantage stock if price thresholds of $12 and $15 are met within five years of closing. Closing is expected late in Q1 or early Q2 2019 and depends on conditions including Vantage shareholder approval, antitrust clearance and limits on Vantage share redemptions; either side can decline to close if title and environmental defects exceed 20% of the price. Management says proceeds are intended for Permian development, debt reduction and a share buyback, and describes this as a step toward becoming a Permian pure-play. This sells the Bakken assets bought in 2012, which had underperformed in 2017.

material agreement

On November 21, 2017 QEP signed a Seventh Amendment to its revolving credit agreement with Wells Fargo as agent. It cuts commitments to $1.25 billion (from $1.8 billion in the existing context), extends maturity to September 1, 2022 (from December 2019) subject to conditions, and raises borrowing rates by 0.25% and the unused-commitment fee by 0.05%. Letter of credit and swing line sublimits fall to $225 million and $100 million. A smaller facility at higher cost, but with a longer maturity, alongside the same-day notes refinancing.

material agreement

QEP closed its $500 million 5.625% senior notes due 2026 on November 21, 2017, receiving about $492.5 million net, which resolves the November 6 pricing. About $134 million will redeem the 6.80% notes due 2018, and the rest, with cash and possibly revolver borrowings, funds the tender offers. Early tender results: $84.21 million of the 6.80% 2020 notes and $227.187 million of the 6.875% 2021 notes were accepted (about $311.4 million combined, under the $361 million cap), with the tender offers open until December 5, 2017.

debt financing

On November 6, 2017 QEP agreed to sell $500 million of 5.625% senior notes due 2026, expected to close November 21, 2017, with net proceeds of about $492.5 million. It plans to use the money, with cash on hand and possibly revolver borrowings, to redeem its 6.80% notes due 2018 and to fund tender offers for up to $361 million of its 6.80% notes due 2020 and 6.875% notes due 2021. This refinances existing debt rather than adding new borrowing capacity, and the repayment amounts are not yet known.

material agreement

On October 24, 2017 QEP closed the Permian Basin acquisition from JM Cox, Alpine and Kelly Cox for about $683.5 million (below the $732.1 million originally agreed), funded entirely from the Pinedale sale proceeds held for a tax-deferred exchange. About 700 further acres (up to $38 million) are expected within 30 days, and offers to other owners could add up to $65 million. The attached results show a third-quarter 2017 net loss of $3.3 million, $782.6 million cash, and no borrowings on the revolver at September 30.

asset acquisition disposition

The Pinedale sale to Pinedale Energy Partners closed on September 20, 2017 for net cash of about $718.2 million, subject to later adjustments; this resolves the July 24 agreement. In the same filing QEP cut its 2017 production guidance (oil midpoint 19.75 MMbbl, gas 167.5 Bcf, NGL 5.5 MMbbl), citing underperforming Williston Basin pilot wells, a mechanical issue in three South Antelope wells, lower non-operated volumes, and about a one-month delay in Permian wells. It also says it expects 2018 oil production growth in the mid-teens, and that it expects the Permian acquisition to close in October 2017.

asset acquisition disposition

On July 26, 2017 QEP agreed to buy Permian Basin oil and gas interests in Martin and Howard Counties, Texas from JM Cox Resources, Alpine Oil and Kelly Cox for about $732.1 million, with closing expected by October 24, 2017. About $40 million of the price relates to assets the sellers expect to obtain in a separate swap; if that is delayed those assets can be dropped with a lower price. This adds to the Permian acreage bought in October 2016, and the filing does not state how it will be funded.

material agreement

On July 24, 2017 QEP agreed to sell all its Pinedale Anticline gas assets in Sublette County, Wyoming to Pinedale Energy Partners (an Oak Ridge Natural Resources affiliate) for about $740 million, with closing expected by September 20, 2017 (the press release says September 30). QEP also agreed to reimburse the buyer for certain processing and transport shortfall charges up to $45 million through 2019. The press release adds a second Wyoming sale of non-core gas assets for $37.5 million that already closed June 30, 2017, for combined proceeds of $777.5 million; this starts the disposal of the Wyoming assets, with the closing still subject to conditions.

material agreement

QEP completed the Martin County, Texas Permian acquisition on October 19, 2016 for about $595 million, funded with cash on hand and subject to post-closing adjustments. This closes the deal agreed June 21, 2016 (preliminary price about $600 million), on the rescheduled closing date.

asset acquisition disposition

QEP sold 20,000,000 new common shares at $17.97 each after discounts on June 21, 2016, and underwriters exercised in full their option for 3,000,000 more, bringing the total to 23,000,000 shares; the offering closed June 27, 2016. The proceeds are meant to partly fund the Martin County, Texas Permian acquisition announced the same day, and go to general corporate purposes if that deal does not close. This dilutes existing shareholders and follows the 33,000,000-share offering in March 2016.

material agreement

On June 21, 2016, QEP agreed to buy oil and gas properties in Martin County, Texas (about 9,400 net acres) for a preliminary price of about $600 million, effective April 1, 2016, with closing expected by September 30, 2016. The price falls if some associated owners don't sign on by July 13, 2016, and either side has termination rights if defects or exclusions exceed 10% of the price. QEP paid a deposit of about 5% of the price into escrow. The company's press release says current net production is about 1,400 barrels of oil equivalent per day and describes over 430 potential horizontal drilling locations (company estimates). This adds to QEP's existing Permian position in the Midland Basin.

material agreement

QEP sold 33,000,000 new common shares to underwriters (Deutsche Bank and Goldman Sachs) at $9.72 per share after discounts, closing March 3, 2016, with an option for the underwriters to buy up to 4,950,000 more. Shareholders are diluted by the new shares. Proceeds are for general corporate purposes, which may include reducing debt, acquiring properties and funding drilling and working capital.

material agreement

QEP closed the sale of its midstream business to Tesoro Logistics LP on December 2, 2014, for $2.5 billion in cash (including $230 million to refinance QEP Midstream Partners debt), subject to post-closing adjustments. This completes the deal announced October 19, 2014, and ends QEP's roughly 55.8% limited partner interest in QEP Midstream Partners and its general partner. QEP repaid and terminated its April 2012 Term Loan Agreement using sale proceeds, and amended its revolving credit agreement (commitments raised to $1.8 billion, maturity extended to December 2, 2019, leverage covenant changed to 3.75x net debt to EBITDAX). QEP also guaranteed the seller's obligations to Tesoro Logistics, with a requirement to add affiliate guarantors if QEP's net worth falls below $3 billion. Perry H. Richards, Senior Vice President, Field Services, resigned effective December 2, 2014 in connection with the closing.

asset acquisition disposition

On October 19, 2014, QEP agreed to sell its midstream business to Tesoro Logistics LP for $2.5 billion, including $230 million to refinance QEP Midstream Partners debt. This covers Uinta Basin gathering systems, Green River and Uinta basin processing complexes, QEP's roughly 55.8% limited partner interest in QEP Midstream Partners and its general partner. It would sell the midstream holdings built up since the 2013 IPO and is subject to approvals including Hart-Scott-Rodino, and either side can terminate if it has not closed by December 31, 2014.

material agreement

QEP completed the sales announced in May 2014. Cana-Woodford went to Cimarex for an adjusted $475.9 million (below the $497 million first announced), Granite Wash closed at an adjusted $191.9 million (below the $275 million first announced) with $28.7 million held in escrow over unresolved title defects, and 40% of Green River Processing was sold to QEP Midstream Partners for $230.0 million. After this QEP owns about 55.8% of the partnership as a limited partner, plus a 2% general partner interest and the incentive distribution rights.

asset acquisition disposition

In May 2014 QEP agreed to sell Cana-Woodford interests in Oklahoma to Cimarex for about $497 million and Granite Wash interests in Texas and Oklahoma to EnerVest funds and FourPoint Energy for about $275 million, both expected to close by June 30, 2014. It also agreed to sell 40% of Green River Processing, LLC to its own QEP Midstream Partners for $230 million in cash, expected to close around July 1, 2014. The last deal is between QEP affiliates.

material agreement

On December 6, 2013, QEP agreed to buy Permian Basin (Midland sub-basin, mainly Martin and Andrews counties, Texas) oil and gas interests from EnerVest entities for about $950 million, subject to adjustments. It paid a $50 million deposit, plans to fund it with its revolving credit facility and cash, and expects to close by January 31, 2014; either side may decline to close if title and environmental defects exceed 20% of the price.

material agreement

QEP's subsidiary QEP Midstream Partners completed its IPO on August 14, 2013, selling 20,000,000 common units at $21.00 each. QEP's Field Services unit received 6,701,750 common units (12.3%) and 26,705,000 subordinated units (49.0%), and QEP's general partner holds a 2% interest plus the incentive distribution rights. QEP also amended its term loan and revolving credit agreements to allow the IPO and exclude the partnership from certain covenants.

asset acquisition disposition

On September 27, 2012, QEP closed the North Dakota purchase from Helis Oil & Gas and other sellers for about $1.38 billion, subject to final adjustments. It gets about 27,600 net acres in the Bakken and Three Forks area of the Williston Basin, with estimated net proved and probable reserves of about 125 million barrels of oil equivalent. It was paid for with credit facility borrowings and the senior notes proceeds, so the redemption condition on the 2023 notes no longer applies.

asset acquisition disposition

QEP completed the $650 million 5.250% notes offering (due May 1, 2023), with net proceeds of about $640.8 million. The money is meant to help pay for oil and gas properties in North Dakota's Williams and McKenzie counties under two purchase agreements, with some used meanwhile to pay down the revolving credit facility. If neither purchase closes by December 31, 2012 (or both agreements end), QEP must redeem all the notes at 100% of issue price plus interest.

material agreement

On September 5, 2012, QEP signed an agreement with J.P. Morgan Securities and other underwriters to sell $650 million of 5.250% notes due 2023. This starts a new borrowing; the filing does not say what the money is for.

material agreement