QEP Resources, Inc. (QEP) announced that its wholly owned subsidiary, QEP Energy Company, entered into a definitive agreement to sell its assets in the Williston Basin to Vantage Acquisition Operating Company, LLC, a wholly-owned subsidiary of Vantage Energy Acquisition Corp. (VEAC) (Vantage) for a purchase price of up to $1.725 billion, subject to purchase price adjustments. The purchase price is comprised of $1.65 billion in cash and contractual rights to receive up to $50 million and $25 million in Vantage common stock if the daily volume weighted average trading price of Vantage’s common stock for 10 out of 20 consecutive trading days is at or above $12 per share and $15 per share, respectively. QEP shall be entitled to the equity consideration if the share price thresholds are met at any time during the five year period following closing of the transaction.
“The Williston Basin assets have been a significant contributor to QEP for many years and were critical in our pivot towards a more oil-focused portfolio,” commented Chuck Stanley, Chairman, President and CEO of QEP. “This transaction marks an important milestone in simplifying our asset portfolio as we continue on our path to becoming a Permian pure-play operator. We intend to use the proceeds from asset sales to fund the ongoing development of our core Permian assets, reduce debt, and return cash to shareholders through a share repurchase program."
The agreement provides for the sale of all of QEP's assets in North Dakota and Montana, which includes the Company's South Antelope and Fort Berthold leasehold in the Williston Basin. The transaction has an effective date of July 1, 2018, is subject to certain conditions, including, but not limited to, Vantage shareholder and regulatory approvals, and is expected to close late in the first quarter or early in the second quarter 2019.
The Company will discuss the agreement on its third quarter 2018 results conference call on Thursday, November 8, 2018, beginning at 9:00 a.m. EST. Conference call details are provided below.
BMO Capital Markets served as financial advisor and Latham & Watkins LLP provided legal counsel to QEP. Citigroup Global Markets, Inc. and Goldman, Sachs & Co. served as financial advisors and Vinson & Elkins LLP provided legal counsel to Vantage.