According to the law firm press release, QEP was formed by QEP Resources, Inc. to own, operate, acquire and develop midstream energy assets. QEP’s primary assets consist of ownership interests in four gathering systems and two FERC-regulated pipelines through which QEP provides natural gas and crude oil gathering and transportation services. QEP’s assets are located in, or are within close proximity to, the Green River Basin located in Wyoming and Colorado, the Uinta Basin located in eastern Utah, and the Williston Basin located in North Dakota. As of the year ended December 31, 2014, QEP’s gathering systems had over 1,500 miles of pipeline. QEP believes its customers are some of the largest natural gas producers in the Rocky Mountain region.
On April 6, 2015, QEP announced that its Board had entered into a merger agreement with Tesoro whereby Tesoro will acquire QEP in a unit-for-unit exchange. Under the terms of the merger agreement, QEP public unitholders will receive 0.3088 Tesoro common units for each QEP Common Unit Held.
The complaint alleges that on May 11, 2015, to encourage QEP unitholders to accept the merger, defendants filed a Registration Statement on Form N-14 8(c) (“Registration Statement”) with the SEC that contained material misstatements and omissions in violation of §§14(a) and 20(a) of the 1934 Act. According to the complaint, the Registration Statement does not allow QEP unitholders to properly gauge the expected value they would gain in the merger. Among other things, the complaint alleges that the Registration Statement omits material details regarding the valuation methodologies QEP’s financial advisor utilized in the fairness opinion it provided to the Board. The complaint concludes that the Registration Statement deprives QEP unitholders of the ability to cast rational, intelligent and informed votes in favor of or against the merger.
Pursuant to a Stipulation of voluntary dismissal by the parties, this case was ordered dismissed on July 21, 2015.