QEP RESOURCES, INC. (NYSE:QEP) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01
Completion of Acquisition or Disposition of Assets
As previously disclosed, on November 16, 2018, QEP Resources, Inc., a Delaware corporation (the “Company”), through its wholly owned subsidiaries, QEP Energy Company, a Delaware corporation, QEP Marketing Company, LLC (f/k/a QEP Marketing Company), a Utah limited liability company, and QEP Oil & Gas Company, LLC (f/k/a QEP Oil & Gas Company), a Delaware limited liability company (collectively, “Seller”), entered into a purchase and sale agreement (as amended, the “Purchase Agreement”, and such transaction, the “Haynesville Divestiture”) with Aethon III BR LLC, a Delaware limited liability company (“Buyer”). The Purchase Agreement provided for the sale by Seller of (i) oil and gas interests located in Louisiana, including its interests in the Haynesville Shale (the “Upstream Assets”) and (ii) 50% of the issued and outstanding limited partnership interests of Haynesville Gathering LP, a Delaware limited partnership (the “Midstream Interests”, and together with the Upstream Assets, the “Haynesville Assets”). The Company also novated natural gas derivative contracts totaling approximately 40 Bcf for the last eleven months of 2019 to the Buyer. In addition, the Buyer assumed all of the contracts for firm gas transportation associated with the Upstream Assets. The aggregate consideration payable to Seller for the Haynesville Assets was $735.0 million in cash, subject to customary adjustments. On January 10, 2019, the Company closed the Haynesville Divestiture for net cash proceeds (after purchase price adjustments) of approximately $605.1 million, subject to post-closing purchase price adjustments. In addition, $32.2 million is being held in escrow due to title defects asserted prior to closing, all or a portion of which QEP expects to receive to the Purchase Agreement’s title dispute resolution procedures.
The Purchase Agreement was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on November 20, 2018, and is incorporated herein by reference. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement.
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Item 7.01 |
Regulation FD Disclosure |
On January 10, 2019, the Company issued a press release announcing the closing of the Haynesville Divestiture. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1, is being “furnished” to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
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Item 9.01 |
Financial Statements and Exhibits |
(b) Pro forma financial information
The unaudited pro forma condensed consolidated financial information of the Company giving effect to the Haynesville Divestiture described in Item 2.01 above is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.
(d)Exhibits.
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Exhibit No. |
Exhibit |
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10.1 |
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99.1 |
Press release issued January 10, 2019, by QEP Resources, Inc.
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99.2 |
QEP RESOURCES, INC. Exhibit
EX-99.1 2 ex991pressreleasehaynesvil.htm EXHIBIT 99.1 Exhibit QEP Resources Announces Closing of Sale of Northwest Louisiana Natural Gas Assets DENVER – January 10,…
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About QEP RESOURCES, INC. (NYSE:QEP)
QEP Resources, Inc. (QEP) is a holding company with two subsidiaries, QEP Energy Company and QEP Marketing Company, which are engaged in two primary lines of business: oil and gas exploration and production (QEP Energy), and oil and gas marketing, operation of a gas gathering system and an underground gas storage facility, and corporate activities (QEP Marketing and Other). The Company operates through QEP Energy segment. QEP Energy Company conducts exploration and production (E&P) activities in several of North America’s hydrocarbon resource plays. The Company’s operations are focused in two geographic regions: the Northern Region (primarily in Wyoming, North Dakota and Utah) and the Southern Region (primarily in Texas and Louisiana) of the United States. The Company’s properties in its Northern Region include Pinedale, Williston Basin, Uinta Basin and Other Northern properties. Its Southern Region includes various properties, such as Permian Basin and Midcontinent operations.
