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