QEP RESOURCES, INC. (NYSE:QEP) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02
Termination of a Material Definitive Agreement
On February20, 2019, QEP Energy Company, a wholly owned subsidiary of QEP Resources, Inc. (the “Registrant”), and Vantage Acquisition Operating Company, LLC, a wholly owned subsidiary of Vantage Energy Acquisition Corp. (“Vantage”), agreed to terminate the Purchase and Sale Agreement, dated November 6, 2018 (the “Agreement”), which provided for the sale of the Registrant’s oil and natural gas interests located in the Williston Basin to Vantage for an aggregate consideration of $1.725 billion.
Section 2 – Financial Information
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Item 2.02 |
Results of Operations and Financial Condition |
On February20, 2019, the Registrant issued a press release to report financial and operating results for the year ended December31, 2018, and to announce its 2019 capital investment plan and guidance. A copy of the Registrant’s release is attached as Exhibit 99.1, and the information contained therein is incorporated herein by reference.
The Registrant’s press release announcing its financial results for the year ended December31, 2018, includes non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s financial and operating performance that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with United States generally accepted accounting principles, or GAAP. to the requirements of RegulationG and Item 10(e)(1)(i) of Regulation S-K, the Registrant has provided quantitative reconciliations within the press release of the non-GAAP financial measures to the most directly comparable GAAP financial measures (unless there is no directly comparable GAAP financial measure).
The information contained in Item 2.02 of this Current Report on Form 8-K, including the exhibit, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the information shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Act”), except as shall be expressly set forth by specific reference in such filing.
Section 7 – Regulation FD
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Item 7.01 |
Regulation FD Disclosure |
On February20, 2019, the Registrant issued a press release announcing (i) its Board of Directors has commenced a comprehensive review of strategic alternatives to maximize shareholder value and (ii) the termination of the Agreement referenced in Item 1.02 above. A copy of the press release is attached as Exhibit 99.2 hereto and is incorporated herein by reference.
The information contained in Item 7.01 of this Current Report on Form 8-K, including the exhibit, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, and the information shall not be deemed incorporated by reference into any filing under the Act, except as shall be expressly set forth by specific reference in such filing.
Section 9 – Financial Statements and Exhibits
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Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits.
QEP RESOURCES, INC. Exhibit
EX-99.1 2 qep-20181231x8xkex991.htm EXHIBIT 99.1 Exhibit QEP REPORTS FOURTH QUARTER AND FULL YEAR 2018 FINANCIAL AND OPERATING RESULTS AND PROVIDES INITIAL 2019 GUIDANCE AND CAPITAL INVESTMENT PLANDENVER — February 20,…
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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.