QEP RESOURCES, INC. FILES (8-K) Disclosing Completion of Acquisition or Disposition of Assets

Edgar Glimpses |

Item 2.01 Completion of Acquisition or Disposition of Assets

Cana-Woodford and Granite Wash Dispositions

On June 30, 2014, QEP Resources, Inc. (the "Company") completed the following previously announced dispositions: • certain oil and natural gas interests in the Cana-Woodford play of the Western Anadarko Basin located in Blaine, Caddo, Canadian, Custer, Dewey, Grady and Kingfisher Counties, Oklahoma for an adjusted purchase price of $475.9 million, subject to customary purchase price adjustments, pursuant to a purchase and sale agreement by and between a wholly owned subsidiary of the Company and Cimarex Energy Co.; and • certain oil and natural gas interests in the Granite Wash play of the Western Anadarko Basin located in Hansford, Hemphill, Lipscomb, Ochiltree, Roberts and Wheeler Counties, Texas, and Beckham, Custer, Dewey, Ellis, Roger Mills and Washita Counties, Oklahoma for an adjusted purchase price of $191.9 million, subject to customary purchase price adjustments, pursuant to a purchase and sale agreement by and among a wholly owned subsidiary of the Company, EnerVest Energy Institutional Fund XIII-A, L.P., EnerVest Energy Institutional Fund XIII-WIB, L.P., EnerVest Energy Institutional Fund XIII-WIC, L.P., FourPoint Energy, LLC and EnerVest, Ltd. An additional $28.7 million of consideration is currently being held in escrow related to unresolved title defects.

Green River Processing Disposition



On July 1, 2014, the Company, through its wholly owned subsidiary, QEP Field Services Company ("QEPFS"), completed its previously announced sale of 40.0\% of the outstanding membership interests in Green River Processing, LLC, an indirect, wholly owned subsidiary of the Company ("Green River Processing"), to QEP Midstream Partners, LP (the "Partnership"), in exchange for consideration of $230.0 million in cash (the "Transaction"). The purchase price was funded with cash on hand and borrowings under the Partnership's existing credit facility.

The terms of the Transaction, which were set forth in a Purchase and Sale Agreement, dated May 7, 2014, by and among QEPFS, the Partnership, QEP Midstream Partners GP, LLC, the general partner of the Partnership (the "General Partner"), and QEP Midstream Partners Operating, LLC (the "Purchase Agreement"), were approved by the conflicts committee of the Board of Directors (the "Conflicts Committee") of the General Partner. The Conflicts Committee, which is composed entirely of independent directors, retained independent legal and financial counsel to assist it in evaluating and negotiating the Transaction.

Each of the parties to the Purchase Agreement is a direct or indirect subsidiary or affiliate of the Company. As a result, certain individuals, including officers of the Company and officers and directors of the General Partner, serve as officers and/or directors of one or more of such entities. The Company currently (as of the date of this Current Report on Form 8-K) owns an approximate 55.8\% limited partner interest in the Partnership based on the number of common units and subordinated units outstanding as of July 1, 2014. The Company also owns an indirect 2\% general partner interest in the Partnership and all of the Partnership's incentive distribution rights through its ownership of the General Partner.

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