|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
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
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
The Company intends to fund the Consent Solicitations, including fees and expenses payable in connection with the Consent Solicitations, with cash on hand.
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.
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
Director, Investor Relations
Source: QEP Resources, Inc.