QEP RESOURCES, INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
The Non-Competition Agreements provide that, subject to certain exceptions enumerated therein, for a period of 12 months following the date on which the Executives are no longer employed by the Company, the Executives will be prohibited from (i) directly or indirectly engaging in, having any equity interest in, or managing, providing services to or operating any person, firm, corporation, partnership or business (whether as officer, employee, agent, representative, or otherwise) that engages in the Business (as defined in the Non-Competition Agreements) in the Restricted Territory (as defined in the Non-Competition Agreements) or (ii) directly or indirectly soliciting or encouraging to cease to work with the Company or any of its subsidiaries any person who is an employee of the Company or any of its subsidiaries or who was an employee of the Company or any of its subsidiaries within the six month period preceding such activity without the Company's written consent, subject to customary exceptions.
In consideration for the Executives' agreements set forth in the Non-Competition
Agreements, the Company agreed to provide the Executives with the following
benefits: (i) accelerated vesting in
On
The foregoing description of the Non-Competition Agreements is not complete and is subject to and qualified in its entirety by reference to the Non-Competition Agreements and Letter Agreements, forms of which are attached as Exhibits 10.1, and 10.2, respectively, and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 10.1* Form of Non-Competition Agreement, dated as ofDecember 20, 2020 , by and betweenQEP Resources, Inc. and the Executives. 10.2 Form of Letter Agreement, dated as ofDecember 20, 2020 , by and betweenQEP Resources, Inc. and the Executives. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. * Exhibits to the Form of Non-Competition Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.The Company agrees to provide a copy of such omitted exhibits to theU.S. Securities and Exchange Commission upon request.
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Important Information for Investors and Stockholders; Additional information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval, nor
shall there be any sale, issuance, exchange or transfer of the securities
referred to in this document in any jurisdiction in contravention of applicable
law. In connection with the proposed transaction, Diamondback intends to file
with the
INVESTORS AND SECURITY HOLDERS OF DIAMONDBACK AND THE COMPANY ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies of these
documents (if and when available) and other documents containing important
information about Diamondback and the Company, once such documents are filed
with the
Participants in the Solicitation
Diamondback, the Company and certain of their respective directors, executive
officers and other persons may be deemed to be participants in the solicitation
of proxies in respect of the proposed transaction. Information regarding the
directors and executive officers of Diamondback is available in its definitive
proxy statement for its 2020 annual meeting, filed with the
Forward-Looking Statements
This filing contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1955 and other federal securities laws. Words such as "anticipates," "believes," "expects," "intends," "will," "should," "may," "plans," "targets," "forecasts," "projects," "believes," "seeks," "schedules," "estimates," "positions," "pursues," could," "budgets," "outlook," "trends," "guidance," "focus," "on schedule," "on track," "is slated," "goals," "objectives," "strategies," "opportunities," "poised," "potential" and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect Diamondback's and the Company's current views about future events. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed merger involving Diamondback and the Company, including future financial and operating results, Diamondback's and the Company's plans, objectives, expectations and intentions, the expected timing and likelihood of completion of the merger, and other statements that are not historical facts, including estimates of oil and natural gas reserves and resources, estimates of future production, assumptions regarding future oil and natural gas pricing, planned drilling activity, future results of operations, projected financial information (including projected cash flow and liquidity), business strategy, other plans and objectives for future operations or any future opportunities. These statements are not guarantees of future performance and no assurances can be given that the forward-looking statements contained in this filing will occur as projected. Actual results may differ materially from those projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected.
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The risks and uncertainties that could cause actual results to differ materially from those in forward looking statements include, without limitation, the ability to obtain the approval of the merger by Company stockholders; the risk that Diamondback or the Company may be unable to obtain governmental and regulatory approvals required for the merger, or required governmental and regulatory approvals may delay the merger or result in the imposition of conditions that could cause the parties to abandon the merger; the risk that an event, change or other circumstances could give rise to the termination of the merger agreement; the risk that a condition to closing of the merger may not be satisfied; the timing to consummate the proposed merger; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; the risk that any announcement relating to the proposed transaction could have adverse effects on the market price of Diamondback's common stock or the Company's common stock; the risk of litigation related to the proposed transaction; the risk of any unexpected costs or expenses resulting from the proposed transaction; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the diversion of management time from ongoing business operations due to merger-related issues; the volatility in commodity prices for crude oil and natural gas, the presence or recoverability of estimated reserves, particularly during extended periods of low prices for crude oil and natural gas during the COVID-19 pandemic; the ability to replace reserves; environmental risks, drilling and operating risks, including the potential liability for remedial actions or assessments under existing or future environmental regulations and litigation; exploration and development risks; competition, government regulation or other actions; the ability of management to execute its plans to meet its goals and other risks inherent in Diamondback's and the Company's businesses; public health crises, such as pandemics (including COVID-19) and epidemics, and any related government policies and actions; the potential disruption or interruption of Diamondback's or the Company's operations due to war, accidents, political events, civil unrest, severe weather, cyber threats, terrorist acts, or other natural or human causes beyond Diamondback's or the Company's control; the risk that the announcement or consummation of the merger, or any other intervening event results in a requirement under certain of the Company's indebtedness to make a change of control offer with respect to some or all of such debt; and Diamondback's ability to identify and mitigate the risks and hazards inherent in operating in the global energy industry. Other unpredictable or unknown factors not discussed in this report could also have material adverse effects on forward looking statements.
All such factors are difficult to predict and are beyond Diamondback's or the
Company's control, including those detailed in Diamondback's annual reports on
Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that
are available on its website at https://www.diamondbackenergy.com and on the
Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Neither the Company nor Diamondback undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
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