Item 2.01. Completion of Acquisition or Disposition of Assets.
On
At the Effective Time, each outstanding share of common stock, par value
At the Effective Time, (a) each outstanding and unvested award of restricted QEP Common Stock was converted into the right to receive a number of time-based restricted shares of Diamondback Common Stock, rounded to the nearest whole share, equal to the product of the number of shares of QEP Common Stock subject to such unvested award multiplied by the Exchange Ratio; (b) each outstanding and unvested award of performance share units was converted into the right to receive a time-based restricted stock unit of Diamondback covering a number of shares of Diamondback Common Stock, rounded to the nearest whole share, equal to the product of the number of shares of QEP Common Stock subject to such award, which shares would have been earned under the applicable terms of such award based upon the higher of (i) 100% of the target level of performance and (ii) actual performance, in each case, through the Closing Date (as defined in the Merger Agreement) multiplied by the Exchange Ratio; (c) each outstanding notional share of QEP Common Stock under any deferred compensation plan of QEP (other than "deferred shares" granted to QEP employees ("Employee Deferred Shares")) became 100% vested and converted into a number of notional shares of Diamondback Common Stock equal to the product of the number of shares of QEP Common Stock subject to such award multiplied by the Exchange Ratio, and such deferred compensation was paid in cash promptly following the Closing (as defined in the Merger Agreement); (d) each outstanding Employee Deferred Share was converted into a number of time-based restricted shares of Diamondback Common Stock, rounded to the nearest whole share, equal to the product of the number of shares of QEP Common Stock subject to such award of Employee Deferred Shares immediately prior to the Effective Time multiplied by the Exchange Ratio; and (e) each outstanding option to purchase shares of QEP Common stock was automatically cancelled without payment or other consideration.
The foregoing description of the Merger Agreement and the transactions
contemplated thereby is qualified in its entirety by reference to the full text
of the Merger Agreement, which was attached as Exhibit 2.1 to Diamondback's
Current Report on Form 8-K filed with the
The issuance of Diamondback Common Stock in connection with the Merger was
registered under the Securities Act of 1933, as amended, pursuant to
Diamondback's registration statement on Form S-4 (File No. 333-252338), as
amended, declared effective by the
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
At the Effective Time, QEP (as a wholly owned subsidiary of Diamondback)
remained the issuer of approximately
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Diamondback may redeem the QEP Notes in whole or in part at any time prior to the date that is three months prior to the applicable maturity date of such QEP Notes (each such date, a "par call date"), in each case at a make-whole price calculated in the manner set forth in the QEP Indenture. If any of the QEP Notes are redeemed on or after their respective par call dates, in each case, they will be redeemed at a redemption price equal to par plus accrued interest thereon to but excluding the date of redemption.
The QEP Indenture contains customary terms and covenants, including limitations on QEP's ability and the ability of its subsidiaries to incur liens and on QEP's ability to merge or sell, lease, convey, transfer or otherwise dispose of its assets substantially as an entirety to any person. The QEP Indenture does not include a restriction on the payment of dividends.
As previously disclosed, among other events, in Diamondback's Current Report on
Form 8-K, on
As previously disclosed in the Tender Offer 8-K, the QEP Tender Offers and the Consent Solicitations are subject to certain financing conditions, as well as other customary conditions specified in the related offers to purchase. In addition, the QEP Tender Offers are also subject to the condition that Diamondback receives consents to the proposed amendments to the QEP Indenture from at least a majority in aggregate principal amount of the QEP Notes, acting as one class, excluding any QEP Notes owned by QEP or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with QEP.
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The audited consolidated 2020 financial statements of QEP, comprised of the
consolidated balance sheet as of
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined financial information, comprised of
the pro forma condensed combined balance sheet as of
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(d) Exhibits Exhibit Number Description 4.1 Indenture, dated as ofMarch 1, 2012 , between QEP andWells Fargo Bank, National Association as trustee (incorporated by reference to Exhibit 4.1 to QEP's Current Report on Form 8-K, filed with theSEC onMarch 1, 2012 ). 4.2 Officer's Certificate, dated as ofMarch 1, 2012 (including the form of the 5.375% Notes due 2022) (incorporated by reference to Exhibit 4.2 to QEP's Current Report on Form 8-K, filed with theSEC onMarch 1, 2012 ). 4.3 Officer's Certificate, dated as ofSeptember 12, 2012 (incorporated by reference to Exhibit 4.1 to QEP's Current Report on Form 8-K, filed with theSEC onSeptember 14, 2012 ). 4.4 Officer's Certificate, dated as ofNovember 21, 2017 (including the form of the 5.625% Senior Notes due 2026) (incorporated by reference to Exhibit 4.2 to QEP's Current Report on Form 8-K, filed with theSEC onNovember 21, 2017 ). 23.1* Consent of Independent Registered Public Accounting Firm (with respect to QEP financial statements) -Deloitte & Touche LLP . 23.2* Consent of Independent Petroleum Engineers and Geologists (with respect to QEP reserve report) -Ryder Scott Company, L.P. 99.1* Press Release, datedMarch 17, 2021 , entitled "Diamondback Energy, Inc. Completes Acquisition of QEP Resources." 99.2* Unaudited pro forma condensed combined financial information. 99.3 Report of Independent Petroleum Engineers and Geologists (with respect to QEP reserves information) -Ryder Scott Company, L.P. (incorporated by reference to Exhibit 99.1 to QEP's Form 10-K filed with theSEC onFebruary 24, 2021 ). 104 Cover Page Interactive Data File (Cover page XBRL tags are embedded within the Inline XBRL document). * Filed herewith.
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