Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 8-K Qep Resources, Inc 8-K 9-12-2012 HTML 26K
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 42K
3: EX-5.1 Opinion re: Legality HTML 17K
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Item 1.01
Entry into a Material Definitive Agreement.
Notes and Officer’s Certificate
On September 12, 2012, QEP Resources, Inc. (the “Registrant”) completed the public offering of $650,000,000 aggregate principal amount of 5.250% Notes due 2023 (the “Notes”). The Registrant intends to use the net proceeds from the offering of approximately $640.8 million, after deducting the underwriting discount and commissions and estimated offering expenses, to fund a portion of the consideration to acquire producing and undeveloped oil and gas properties in North Dakota’s Williams and McKenzie counties. The oil and gas properties will be acquired pursuant to two related purchase and sale agreements (the “Purchase Agreements”). Prior to the consummation of the transactions contemplated by the Purchase Agreements, the net proceeds
from the offering will be held by the Registrant and a portion of the proceeds will be used to temporarily pay down any outstanding amounts under the Registrant’s revolving credit facility.
The terms of the Notes are governed by an Indenture dated as of March 1, 2012, between the Registrant and Wells Fargo Bank, National Association, as trustee, and an officer’s certificate setting forth the terms of the Notes, dated as of September 12, 2012 (the “Officer’s Certificate”).
The Notes mature on May 1, 2023. Interest will be payable semi-annually in arrears on November 1 and May 1 of each year, beginning on November 1, 2012 at the rate of 5.250% per year. The Notes are unsecured and rank equally with the Registrant’s other unsecured and unsubordinated indebtedness from time to time outstanding and senior in right of payment to the Registrant’s subordinated indebtedness from time to time outstanding. If the Registrant experiences certain kinds of changes of control, it will offer to repurchase all of the Notes at a price equal to 101% of the
principal amount plus accrued and unpaid interest to the repurchase date. The Registrant may redeem the Notes, at any time in whole or from time to time in part, at the redemption prices set forth in the Officer’s Certificate. If neither transaction contemplated by the Purchase Agreements closes on or prior to December 31, 2012, or if both Purchase Agreements are terminated at any time prior thereto, the Registrant will be required to redeem all of the Notes at a redemption price equal to 100% of their issue price, plus accrued and unpaid interest to the date of redemption.
Consent of Latham & Watkins LLP (included in Exhibit 5.1 hereto).
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.
