Attached files
| file | filename |
|---|---|
| EX-23.1 - EXHIBIT 23.1 - QEP Midstream Partners, LP | exhibit231-dropconsent.htm |
| EX-99.1 - EXHIBIT 99.1 - QEP Midstream Partners, LP | exhibit991-historical.htm |
| EX-99.2 - EXHIBIT 99.2 - QEP Midstream Partners, LP | exhibit992-proforma.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report - July 1, 2014
(Date of earliest event reported)
QEP Midstream Partners, LP
(Exact name of registrant as specified in its charter)
STATE OF DELAWARE | 001-36047 | 80-0918184 |
(State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) |
1050 17th Street, Suite 800
Denver, Colorado 80265
(Address of principal executive offices)
303-672-6900
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Explanatory Note
On July 2, 2014, QEP Midstream Partners, LP (the “Partnership”) filed a current report on Form 8-K (the "Original Filing") in connection with the completion of its acquisition of 40% of the membership interests in Green River Processing, LLC (the “Company”) from QEP Field Services Company (“QEPFS”), a wholly owned subsidiary of QEP Resources, Inc. (“QEP”) on July 1, 2014 (the "Closing Date").
The Company’s assets consist of the Blacks Fork processing complex and Emigrant Trail processing plant in southwest Wyoming (collectively "Green River Processing Operations"). Green River Processing Operations were conveyed to the Company on the Closing Date and prior to this were wholly owned by QEPFS. Thus, the historical financial statements presented in Exhibit 99.1 relate to Green River Processing Operations.
The Partnership is filing this Form 8-K/A to provide certain audited and unaudited financial statements of Green River Processing Operations and unaudited pro forma consolidated financial statements of QEP Midstream Partners, LP as required by Item 9.01(a) and Item 9.01(b) of Form 8-K. This information was not included in the the Original Filing.
Item 9.01 | Financial Statements and Exhibits |
(a) Financial Statements of Businesses Acquired
The Combined Financial Statements of Green River Processing Operations as of June 30, 2014, and for the six months ended June 30, 2014 and 2013 (unaudited), and as of December 31, 2013 and 2012, and for the years ended December 31, 2013, 2012 and 2011 (audited), including the notes thereto, are filed herewith as Exhibit 99.1.
(b) Pro forma financial information
The Unaudited Pro Forma Consolidated Financial Statements of QEP Midstream Partners, LP as of June 30, 2014, for the six months ended June 30, 2014, and for the year ended December 31, 2013, including the notes thereto, are filed herewith as Exhibit 99.2.
(d) Exhibits
Exhibit No. | Description | |
23.1 | Consent of Independent Certified Public Accounting Firm - PricewaterhouseCoopers LLP | |
99.1 | Combined Financial Statements of Green River Processing Operations as of June 30, 2014, and for the six months ended June 30, 2014 and 2013 (unaudited), and as of December 31, 2013 and 2012, and for the years ended December 31, 2013, 2012 and 2011 (audited), including the notes thereto. | |
99.2 | Unaudited Pro Forma Consolidated Financial Statements of QEP Midstream Partners, LP as of June 30, 2014, for the six months ended June 30, 2014, and for the year ended December 31, 2013, including the notes thereto. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
QEP Midstream Partners, LP | ||
(Registrant) | ||
By: | QEP Midstream Partners GP, LLC, | |
its general partner | ||
September 12, 2014 | ||
/s/ Richard J. Doleshek | ||
Richard J. Doleshek | ||
Executive Vice President and | ||
Chief Financial Officer | ||
EXHIBIT INDEX
The following exhibits are filed or furnished herewith:
Exhibit No. | Description | |
23.1 | Consent of Independent Certified Public Accounting Firm - PricewaterhouseCoopers LLP | |
99.1 | Combined Financial Statements of Green River Processing Operations as of June 30, 2014, and for the six months ended June 30, 2014 and 2013 (unaudited), and as of December 31, 2013 and 2012, and for the years ended December 31, 2013, 2012 and 2011 (audited), including the notes thereto. | |
99.2 | Unaudited Pro Forma Consolidated Financial Statements of QEP Midstream Partners, LP as of June 30, 2014, for the six months ended June 30, 2014, and for the year ended December 31, 2013, including the notes thereto. | |