QEP Resources launches consent bid for 5 3/8%, 5¼% and 5 5/8% notes

By Sarah Lizee

Olympia, Wash., Nov. 26 – QEP Resources, Inc. announced that it is soliciting consents from holders of its $500 million 5 3/8% senior notes due 2022, $650 million 5¼% senior notes due 2023 and $500 million 5 5/8% senior notes due 2026 to amend the notes’ indentures.

The consent solicitations will expire at 5 p.m. ET on Dec. 3.

The issuer is offering a consent payment of $5.00 per $1,000 of notes, according to a press release.

QEP said it is seeking to amend the limitation on liens covenant contained in the notes’ indentures.

Adoption of the proposed amendments with respect to the 2022 and 2023 notes requires the consent of the holders of at least a majority of the outstanding aggregate principal amount of the 2022 and 2023 notes acting as a single class.

Adoption of the proposed amendments with respect to the 2026 notes requires the consent of the holders of at least a majority of the outstanding aggregate principal amount of the 2026 notes.

In the event that the company receives the requisite consents on or prior to the expiration date, the company will pay the consent payment to the holders who delivered 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 and 2023 notes and/or the 2026 notes, holders that do not deliver valid and unrevoked consents will be bound by the proposed amendments, meaning that no series of notes will have the benefit of the existing limitation on liens covenant contained in the applicable indenture. In addition, those holders will not receive the consent payment.

The consent solicitations are subject to and conditioned upon satisfaction or waiver of some conditions, including the receipt of the requisite consents.

The company intends to fund the consent solicitations with cash on hand.

The joint solicitation agents are Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106), MUFG Securities Americas Inc. (877 744-4532 or 212 405-7481) and Wells Fargo Securities, LLC (866 309-6316 or 704 410-4756).

D.F. King & Co., Inc. (866 341-6292, 212 269-5550 or qep@dfking.com) is the information, tabulation and paying agent.

QEP Resources is a Denver-based oil and natural gas exploration and production company focused on two regions: North Dakota and Utah, and Texas and Louisiana.

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