Current Report Filing (8-k)
November 08 2017 - 4:29PM
Edgar (US Regulatory)
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: November 6, 2017
(Date of earliest event reported)
QEP RESOURCES,
INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34778
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87-0287750
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1050 17th Street, Suite 800
Denver, Colorado 80265
(Address of principal executive offices and zip code)
(303)
672-6900
(Registrants telephone number, including area code)
Not Applicable
(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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined
in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 1.01
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Entry into a Material Definitive Agreement.
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Underwriting Agreement
On November 6, 2017, QEP Resources, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) by and
between the Company and Wells Fargo Securities, LLC, as representative of the several underwriters named therein (the Underwriters), with respect to the offer and sale of $500 million aggregate principal amount of 5.625% Senior
Notes due 2026 (the Notes). The Notes to be sold pursuant to the Underwriting Agreement were registered under the Companys registration statement on Form
S-3
(File
No. 333-202686).
The offering of the Notes is expected to close on November 21, 2017, subject to customary closing conditions. The Company expects to receive net proceeds from the offering of approximately
$492.5 million after deducting the underwriting discount and commissions and estimated offering expenses. The Company intends to use the net proceeds of the offering, together with cash on hand and, if necessary, borrowings under the
Companys revolving credit facility, (i) to redeem its outstanding 6.80% Senior Notes due 2018 (the Redemption) and (ii) to fund the previously announced tender offers to purchase up to $361 million aggregate
principal amount of its outstanding 6.80% Senior Notes due 2020 and 6.875% Senior Notes due 2021 (together, the Target Notes), subject to the applicable priority levels (the Tender Offers). If the aggregate principal amount
of the Target Notes accepted for payment in the Tender Offers and the 6.80% Senior Notes due 2018 redeemed in connection with the Redemption is less than the net proceeds of this offering, the Company expects to use the remainder of the net proceeds
for general corporate purposes, including the repayment or redemption of outstanding indebtedness.
The Underwriting Agreement includes customary
representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the respective Underwriters against certain liabilities arising out of or in connection with sale of the Notes and
for customary contribution provisions in respect of those liabilities.
The foregoing summary of the material terms of the Underwriting Agreement and the
transaction contemplated thereby is subject to, and qualified in its entirety by, the full text of the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and incorporated herein by reference.
The Underwriters and their affiliates have provided and in the future may continue to provide various financial advisory, cash management, investment banking,
commercial banking and other financial services, including the provision of credit facilities, to the Company in the ordinary course of business for which they have received and will continue to receive customary compensation.
Item 9.01
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Financial Statements and Exhibits.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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QEP Resources, Inc.
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(Registrant)
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November 8, 2017
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/s/ Richard J. Doleshek
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Richard J. Doleshek
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Executive Vice President and Chief Financial Officer
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