QEP RESOURCES, INC. Item 1.02. Termination of a Material Definitive Agreement.
Immediately prior to the Effective Time, QEP terminated that certain Credit
Agreement, dated as of
Item 2.01. Completion of Acquisition or Disposition of Assets.
As discussed in the Introductory Note above, on
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
--------------------------------------------------------------------------------
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
Prior to the Effective Time, shares of QEP Common Stock were listed and traded
on the
Additionally, QEP intends to file with the
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01. Changes in Control of Registrant.
As a result of the Merger, a change in control of QEP has occurred, and QEP is now a wholly owned subsidiary of Diamondback.
The information set forth in Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In accordance with the Merger Agreement, as a result of the Merger, the then
existing directors of QEP,
Effective as of the Effective Time,
In addition, in connection with the Merger, effective as of the Effective Time,
the existing officers of QEP,
Effective as of the Effective Time,
--------------------------------------------------------------------------------
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Immediately following the Effective Time, the certificate of incorporation and bylaws of QEP were amended and restated in their entirety. A copy of the second amended and restated certificate of incorporation and the second amended and restated bylaws of QEP are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Description of Document 2.1 Agreement and Plan of Merger, dated as ofDecember 20, 2020 , by and among Diamondback Energy, Inc.,Bohemia Merger Sub Inc. andQEP Resources, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed byQEP Resources, Inc. with theSEC onDecember 21, 2020 ). 3.1* Third Amended and Restated Certificate of Incorporation ofQEP Resources, Inc. 3.2* Second Amended and Restated Bylaws ofQEP Resources, Inc. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. * Filed herewith
--------------------------------------------------------------------------------
© Edgar Online, source
