QEP Resources, Inc. (NYSE: QEP) (“QEP” or the “Company”) today
announced that it is soliciting consents (the “Consent
Solicitations”) from holders of its outstanding senior notes listed
in the table below (the “Notes”) to proposed amendments to the
indentures (the “Indentures”) relating to such Notes.
Title of Notes |
CUSIP Number |
Aggregate Principal Amount Outstanding (U.S.
$) |
Consent Payment per U.S. $1,000 Principal Amount of
Notes |
|
5.375% Senior Notes due 2022 |
|
74733VAB6 |
$500,000,000 |
$5.00 |
|
5.250% Senior Notes due 2023 |
|
74733VAC4 |
$650,000,000 |
$5.00 |
|
5.625% Senior Notes due 2026 |
|
74733VAD2 |
$500,000,000 |
$5.00 |
The Consent Solicitations are being made solely
upon the terms and conditions described in the Company’s Consent
Solicitation Statement dated November 26, 2019 (the “Consent
Solicitation Statement”). Full details on the terms and
conditions of the Consent Solicitations are set forth in the
Consent Solicitation Statement.
The Company is soliciting consents (“Consents”)
from the holders of its 5.375% Senior Notes due 2022 (the “2022
Notes”), 5.250% Senior Notes due 2023 (the “2023 Notes”) and the
5.625% Senior Notes due 2026 (the “2026 Notes”) for certain
proposed amendments that would amend the limitation on liens
covenant contained in the Indentures governing the 2022 Notes, 2023
Notes and 2026 Notes (the “Proposed Amendments”).
Adoption of the Proposed Amendments with respect
to (i) the 2022 Notes and 2023 Notes requires the consent of the
holders of at least a majority of the outstanding aggregate
principal amount of such notes acting as a single class and (ii)
the 2026 Notes requires the consent of the holders of at least a
majority of the outstanding aggregate principal amount of the 2026
Notes (the “Requisite Consents”). In the event that the Company
receives the Requisite Consents on or prior to the expiration date
(as defined below), the Company will pay an aggregate cash payment
equal to $5.00 per $1,000 principal amount of Notes for the
Requisite Consents which are validly delivered and unrevoked (the
“Consent Payment”) to the holders who delivered such valid and
unrevoked Consents on or prior to the expiration date. No accrued
interest will be paid on the Consent Payment. If the Proposed
Amendments become operative with respect to the 2022 Notes and 2023
Notes and/or the 2026 Notes, holders of the Notes of such class or
series that do not deliver valid and unrevoked Consents with
respect to their Notes prior to the expiration date, or at all,
will be bound by the Proposed Amendments, meaning that the 2022
Notes, 2023 Notes or 2026 Notes, as applicable, will no longer have
the benefit of the existing limitation on liens covenant contained
in the applicable Indenture. In addition, such holders will not
receive the Consent Payment.
The Consent Solicitations are subject to, and
conditioned upon, the satisfaction or waiver of certain conditions
described in the Consent Solicitation Statement, including the
receipt of the Requisite Consents.
The Consent Solicitations will expire at 5:00
p.m., New York City time, on December 3, 2019, unless extended or
earlier terminated by the Company for either or both series of
Notes (the “expiration date”).
The Company intends to fund the Consent
Solicitations, including fees and expenses payable in connection
with the Consent Solicitations, with cash on hand.
Citigroup Global Markets Inc., MUFG Securities
Americas Inc. and Wells Fargo Securities, LLC are the Joint
Solicitation Agents. D.F. King & Co., Inc. has been retained to
serve as the Information, Tabulation and Paying Agent for the
Consent Solicitations. Persons with questions regarding the Consent
Solicitations should contact Citigroup Global Markets Inc. at (toll
free) (800) 558-3745 or (New York) (212) 723-6106; MUFG Securities
Americas Inc. at (toll free) (877) 744-4532 or (collect) (212)
405-7481; or Wells Fargo Securities, LLC at (toll free) (866)
309-6316 or (collect) (704) 410-4756. Requests for the Consent
Solicitation Statement should be directed to D.F. King & Co.,
Inc. at (toll free) (866) 341-6292 or (collect) (212) 269-5550 or
by email to qep@dfking.com.
None of the Company, the Joint Solicitation
Agents, the Information, Tabulation and Paying Agent, the trustee
under the indentures governing the Notes or any of their respective
affiliates is making any recommendation as to whether holders
should deliver Consents in response to the Consent Solicitations.
Holders must make their own decision as to whether to participate
in the Consent Solicitations, and, if so, the principal amount of
Notes in respect of which to deliver Consents.
This news release shall not constitute an offer
to sell, a solicitation to buy or an offer to purchase or sell any
securities. The Consent Solicitations are being made only pursuant
to the Consent Solicitation Statement and only in such
jurisdictions as is permitted under applicable law. In any
jurisdiction in which the Consent Solicitations are required to be
made by a licensed broker or dealer, the Consent Solicitations will
be deemed to be made on behalf of the Company by the Joint
Solicitation Agents, or one or more registered brokers or dealers
that are licensed under the laws of such jurisdiction.
About QEP Resources, Inc.
QEP Resources, Inc. (NYSE: QEP) is an
independent crude oil and natural gas exploration and production
company focused in two regions of the United States: the Southern
Region (primarily in Texas) and the Northern Region (primarily in
North Dakota).
Forward-Looking Statements
This release includes forward-looking statements
within the meaning of Section 27(a) of the Securities Act of 1933,
as amended, and Section 21(e) of the Securities Exchange Act of
1934, as amended. Forward-looking statements can be identified by
words such as “anticipates,” “believes,” “forecasts,” “plans,”
“estimates,” “expects,” “should,” “will” or other similar
expressions. Such statements are based on management’s current
expectations, estimates and projections, which are subject to a
wide range of uncertainties and business risks. These
forward-looking statements include statements regarding the consent
solicitations, the expiration date and, if the Requisite Consents
are obtained, the effect the Proposed Amendments will have on the
covenants set forth in the Indentures governing the Notes. Actual
results may differ materially from those included in the
forward-looking statements due to a number of factors, including,
but not limited to: changes in oil, gas and NGL prices; liquidity
constraints, including those resulting from the cost or
unavailability of financing due to debt and equity capital and
credit market conditions, changes in QEP’s credit rating, QEP’s
compliance with loan covenants, the increasing credit pressure on
QEP’s industry or demands for cash collateral by counterparties to
derivative and other contracts; market conditions; global
geopolitical and macroeconomic factors; the activities of the
Organization of Petroleum Exporting Countries and other oil
producing countries such as Russia; general economic conditions,
including interest rates; changes in local, regional, national and
global demand for natural oil, gas and NGL; impact of new laws and
regulations, including the use of hydraulic fracture stimulation;
impact of U.S. dollar exchange rates on oil, gas and NGL prices;
elimination of federal income tax deductions for oil and gas
exploration and development; guidance for implementation of the Tax
Cuts and Jobs Act; actual proceeds from asset sales; actions of
activist shareholders; tariffs on products QEP uses in its
operations or on the products QEP sells; drilling results;
shortages of oilfield equipment, services and personnel; the
availability of storage and refining capacity; operating risks such
as unexpected drilling conditions; transportation constraints,
including gas and crude oil pipeline takeaway capacity in the
Permian Basin; weather conditions; changes in maintenance, service
and construction costs; permitting delays; outcome of contingencies
such as legal proceedings; inadequate supplies of water and/or lack
of water disposal sources; credit worthiness of counterparties to
agreements; and the other risks discussed in the Company’s periodic
filings with the Securities and Exchange Commission (SEC),
including the Risk Factors section of the Company’s Annual Report
on Form 10-K for the year ended December 31, 2018 and in the
Company's quarterly and current reports filed with the SEC
subsequent to the Annual Report on Form 10-K. QEP undertakes no
obligation to publicly correct or update the forward-looking
statements in this news release, in other documents, or on the
website to reflect future events or circumstances. All such
statements are expressly qualified by this cautionary
statement.
Contact:
Investors Media:William I. Kent, IRCDirector, Investor
Relations303-405-6665
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