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Questar Board Approves Spin-Off of QEP Resources Questar Corporation announced that its board of directors unanimously approved and set record and distribution dates for the tax-free spin-off to shareholders of its natural gas and oil exploration and production (E&P) and midstream field services businesses.
The spin-off was structured as a pro-rata dividend of the common stock of subsidiary QEP Resources, Inc. (formerly Questar Market Resources) (QEP). The distribution occurred at 11:59 p.m. EDT on June 30, 2010 to Questar shareholders of record as of the close of business on June 18, 2010.
Questar shareholders received one share of QEP common stock for each share of Questar common stock (including fractional shares) held as of the record date. Following the dividend, Questar shareholders will own an equal number of shares of both Questar and QEP.
Questar previously disclosed that the Internal Revenue Service had issued a private letter ruling indicating that, subject to various customary representations and assumptions, the spin-off will qualify as a tax-free transaction for U.S. federal income tax purposes. Questar urges shareholders to consult their tax advisors regarding the U.S federal, state, local and foreign tax consequences of this transaction.
Questar shareholders were not required to take any action to receive shares of QEP common stock as a result of this transaction. Shareholders who held Questar common stock on the record date received either a book-entry account statement reflecting their ownership of QEP common stock, or their brokerage account was credited with QEP shares.
Questar common stock continued to trade the “regular way” on the New York Stock Exchange (NYSE) under the symbol STR through the distribution date of June 30, 2010 and thereafter. Shareholders who sold their shares the “regular way” on or before June 30, 2010 were also selling their right to receive the distribution of shares of QEP common stock.
QEP common stock began trading on the NYSE on a “when-issued” basis under the symbol “QEP WI” beginning on June 16, 2010. On July 1, 2010, “when-issued” trading of QEP common stock ended and “regular way” trading under the symbol “QEP” began.
Financial and Legal Advisors Deutsche Bank Securities Inc. and Tudor, Pickering, Holt & Co. are acting as financial advisors for the transaction. Latham & Watkins LLP is acting as legal advisor for the transaction. Skadden, Arps, Slate, Meagher, & Flom LLP is acting as legal advisor to the Board of Directors.
About post-spin Questar Corporation:
Questar Corporation is a natural gas-focused energy company. Its subsidiaries include:
Wexpro Company, which develops and produces natural gas on behalf of Questar Gas Company’s utility customers under a 1981 agreement with state regulators;
Questar Pipeline Company, which operates interstate natural gas pipelines and storage facilities in the western United States;
Questar Gas Company, a regulated natural gas distribution utility serving over 900,000 homes and businesses in Utah, Wyoming, and Idaho.
About post-spin QEP Resources, Inc.:
QEP Resources is a domestic U.S. exploration and production company. QEP Resources subsidiaries include:
QEP Energy Company (formerly Questar Exploration and Production), a diversified natural gas and oil-exploration, development and production company;
QEP Field Services Company (formerly Questar Gas Management), a midstream field services company that gathers and processes natural gas in the Rocky Mountain region and northwest Louisiana;
QEP Marketing Company (formerly Questar Energy Trading), which markets natural gas and oil on behalf of QEP Energy Company and others and operates a natural gas storage facility in western Wyoming. |
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