As filed with the Securities and Exchange Commission on March 9, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
QEP RESOURCES, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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87-0287750
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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1050 17th Street, Suite 800
Denver, Colorado 80265
(303)
672-6900
Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Dane E. Allen
QEP
Resources, Inc.
1050 17th Street, Suite 800
Denver, Colorado 80265
(303)
672-6900
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Michael
E. Dillard
John M. Greer
Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, Texas 77002
(713)
546-5400
Approximate
date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective, as determined by market and other conditions.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
CALCULATION OF
REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount to be Registered /
Proposed Maximum
Offering Price Per Unit /
Proposed
Maximum
Aggregate Offering Price
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Amount of
Registration Fee (2)
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Debt Securities
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(1)
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$
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Common Stock, par value $.001 per share
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(1)
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$
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Preferred Stock, par value $0.01 per share
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(1)
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$
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(1)
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There is being registered hereunder an unspecified amount of debt securities, common stock, par value $0.01 per share, and preferred stock, par value $0.01 per share, as may be sold, from time to time, by QEP Resources,
Inc.
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(2)
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In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of all of the registration fees in connection with this Registration Statement.
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