Each one in plain English, with the numbers worked through for a shareholder.
16 Apr 2020listing compliance notice▼ BadMajor
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.
This completes the auditor change announced in October 2019: PwC finished its 2019 audit on February 26, 2020, and on March 3, 2020 QEP formally engaged Deloitte for 2020. The filing says there were no disagreements and no adverse opinions from PwC. William J. Buese signs as Vice President, Chief Financial Officer and Treasurer.
QEP dismissed PricewaterhouseCoopers as its auditor, effective once the 2019 audit is finished, and said it intends to engage Deloitte for 2020. The filing states PwC's reports for 2017 and 2018 had no adverse opinions and there were no disagreements. The same filing carried third-quarter 2019 results: net income of $81.0 million, $92.4 million of cash and no borrowings under the credit facility. It also gave notice that QEP will redeem all of its outstanding 6.80% senior notes due 2020 on November 22, 2019.
QEP RESOURCES, INC. announced its upcoming annual shareholder meeting, covering the routine agenda (director elections, auditor ratification, executive-pay advisory vote).
20 Feb 2019material agreement termination▼ BadMajor
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.
16 Jan 2019asset acquisition disposition● NeutralMajor
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.
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.
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.