QEP Resources, Inc. Files Form 10 Registration Statement for Spin-off of Midstream Business

  QEP Resources, Inc. Files Form 10 Registration Statement for Spin-off of
  Midstream Business

Business Wire

DENVER -- June 26, 2014

QEP Resources, Inc. (“QEP” or the “Company”) (NYSE:QEP) today announced that
its wholly owned subsidiary, QEP Field Services Company (“QEPFS”), filed a
Registration Statement on Form 10 with the U.S. Securities and Exchange
Commission (“SEC”) in connection with the spinoff of QEP’s midstream field
services business into a separate publicly traded company. The Form 10
contains a preliminary Information Statement about the potential terms and
conditions of a spin-off of QEPFS to QEP shareholders. The Form 10 also
provides initial information about QEPFS as a standalone business, including
financial information, risk factors and a discussion of the business strengths
and strategies. Immediately prior to the completion of the spin-off, QEPFS
intends to change its name to Entrada Midstream, Inc. (“Entrada”). In addition
to owning natural gas gathering and processing assets, QEPFS owns the general
partner of QEP Midstream Partners, LP (“QEPM”) (NYSE:QEPM) and an approximate
55.8% limited partner interest in QEPM.

Concurrent with the preparation of the Form 10, and as part of its previously
announced strategic alternatives process, QEP is engaged in a process to
solicit and evaluate proposals for alternative transactions for separating the
midstream business. Following analysis of any such proposals, QEP will select
the alternative it believes creates the most value for its shareholders. For
background on the decision to separate QEPFS from QEP please see QEP’s Form
8-Ks filed December 5, 2013 and February 4, 2014.

“We continue to make good progress on the separation of our midstream
business,” commented Chuck Stanley, Chairman, President and Chief Executive
Officer of QEP. “We believe that the filing of the Form 10 and the parallel
process to solicit alternative transactions gives QEP the most options to
unlock value for shareholders.”

Shareholders who want more complete information regarding the possible
spin-off of QEPFS, including the potential benefits and risks associated with
the transaction, should consult the Form 10, which is available on the SEC’s
website at www.sec.gov by searching for “QEP Field Services.” In the event
that a spin-off of QEPFS occurs, the upstream business will continue to
operate under the "QEP Resources" name and will continue to trade on the New
York Stock Exchange under the symbol "QEP" and QEP shareholders will own
shares in both corporations following the completion of the spin-off. Upon
closing, Entrada would receive QEP’s interest in QEPM.

The completion of the spin-off will be subject to market conditions, the
receipt of an opinion from tax counsel substantially to the effect that the
spin-off will be tax free to QEP and QEP stockholders, SEC review of the Form
10, the execution of usual and customary transaction documents, and final
approval by the QEP board of directors. The potential spin-off will not be
subject to a QEP stockholder vote.

About QEP Resources

QEP Resources, Inc. (NYSE:QEP) is a leading independent natural gas and crude
oil exploration and production company focused in two major regions: the
Northern Region (primarily the Rockies and the Williston Basin) and the
Southern Region (primarily Oklahoma, Texas, and Louisiana) of the United
States. QEP Resources also gathers, compresses, treats, processes and stores
natural gas. QEP Resources is the majority owner of QEP Midstream Partners, LP
(NYSE:QEPM) and owns 100% of the partnership’s general partner. For more
information, visit QEP Resources' website at: www.qepres.com.

Safe Harbor Statement

Statements in this news release that are not historical facts are
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,” “expects,”
“should,” “will” or other similar expressions. These statements are not
guarantees of future performance and involve risks, uncertainties and
assumptions that are difficult to predict, including, but not limited to,
unanticipated developments that could delay, prevent or negatively impact a
separation transaction; changes in market conditions; disruption to operations
as a result of a separation of QEPFS from QEP; the inability of QEPFS to
retain key personnel; natural gas, NGL and oil prices; outcome of
contingencies such as legal proceedings; the impact of adverse market
conditions affecting the Company's business; fluctuations in processing
margins; unexpected changes in costs for constructing, modifying or operating
midstream facilities; and the implications of the JANA Partners, LLC share
accumulations and its proposals to the Company and the Company’s response to
those proposals. Therefore, actual outcomes and results, including financial
results, may differ materially from what is expressed or implied in any
forward-looking statements. More detailed information about risks and
uncertainties that could cause actual results to differ materially from
current expectations and from the forward-looking statements contained in this
press release, may be found in our filings with the Securities and Exchange
Commission, including our most recent Annual Report on Form 10-K, which is
available on the SEC's website at http://www.sec.gov and on QEP’s website at
www.qepres.com, as well as the "Risk Factors" section of QEP Field Service
Company’s Form 10 Registration Statement. There is no assurance regarding the
timing of any separation transaction or whether it will be completed at all.
We undertake no obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise.

Contact:

QEP Resources, Inc.
Investors:
Greg Bensen, 303-405-6665
Director, Investor Relations
or
Media:
Brent Rockwood, 303-672-6999
Director, Communications
 
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