Sec Form 13D Filing - GLAZER CAPITAL LLC filing for QEP RESOURCES INC. (QEP) - 2021-03-18

QEP Resources, Inc.

Common Stock, par value $0.01 per share

74733V100

Paul Glazer 

March 8, 2021

NAME OF REPORTING PERSON

Glazer Capital, LLC

SOURCE OF FUNDS

AF

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

-0-

SHARED VOTING POWER

-0-

SOLE DISPOSITIVE POWER

-0-

SHARED DISPOSITIVE POWER

-0-

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

-0-

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

TYPE OF REPORTING PERSON

IA, OO

NAME OF REPORTING PERSON

Paul J. Glazer

(a) ¨

(b) ¨

SOURCE OF FUNDS

AF

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT

TO ITEMS 2(d) or 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

-0-

SHARED VOTING POWER

-0-

SOLE DISPOSITIVE POWER

-0-

SHARED DISPOSITIVE POWER

-0-

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

-0-

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

TYPE OF REPORTING PERSON

IN

This statement is filed by:

(i) Glazer Capital, LLC, a Delaware limited liability company ("Glazer Capital"), the investment manager to certain funds and managed accounts (the "Glazer Funds"), with respect to the shares of Common Stock held by the Glazer Funds; and

(ii) Mr. Paul J. Glazer ("Mr. Glazer"), who serves as the Managing Member of Glazer Capital, with respect to the shares of Common Stock held by the Glazer Funds. 

Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."

The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Common Stock reported herein.

The Reporting Persons used a total of approximately $47,836,615 (including brokerage commissions) to acquire the Common Stock reported herein. The source of the funds used to acquire the Common Stock reported herein was the working capital of the Glazer Funds.

The Reporting Persons may effect purchases of the shares of Common Stock through margin accounts maintained for the Glazer Funds with prime brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms' credit policies. Positions in the shares of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase the shares of Common Stock.

Glazer Capital acquired the shares of Common Stock on behalf of the Glazer Funds based on its belief that the shares of Common Stock were undervalued.

On March 8, 2021, Glazer Capital issued via press release (the "March 8 Press Release") an open letter to shareholders of the Issuer detailing its intention to vote AGAINST the proposed acquisition of the Issuer (the "Proposed Acquisition") by Diamondback Energy, Inc. ("Diamondback") at a special meeting of shareholders of the Issuer scheduled to be held on March 16, 2021.  In the letter, Glazer Capital detailed how the recent surge in the valuations of small cap exploration and production (E&P) companies renders materially inadequate the consideration for the Issuer's shares offered by Diamondback in the Proposed Acquisition. The letter further details Glazer Capital’s belief that given the change in circumstances, ISS should revise its recommendation and urge shareholders of the Issuer to vote against the Proposed Acquisition. The foregoing description of the March 8 Press Release is qualified by reference to the full text of the March 8 Press Release, which is attached as Exhibit A to the Schedule 13D.

On March 11, 2021, Glazer Capital issued a press release reiterating its opposition to the Proposed Acquisition. A copy of the press release is attached as Exhibit B to the Schedule 13D.

The Reporting Persons may engage in, discussions with management, the Board of Directors of the Issuer (the "Board"), other shareholders of the Issuer and other relevant parties, including representatives of any of the foregoing, concerning the matters set forth in the March 8 Press Release and March 11 Press Release and the Reporting Persons' investment in the shares of Common Stock and the Issuer.

Information concerning transactions in the shares of Common Stock reported herein effected during the past sixty (60) days is set forth in Annex A, which is attached hereto and is incorporated herein by reference. All of the transactions in the shares of Common Stock listed therein were effected in the open market through various brokerage entities. In addition, on March 17, 2021, the Proposed Acquisition closed and the 13,877,542 shares of Common Stock then held by the Glazer Funds were each converted into the right to receive 0.05 of a share of common stock of Diamondback.

The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is attached as Exhibit C to this Schedule 13D and is incorporated by reference herein.

Other than the joint filing agreement, there are no contracts, arrangements, understandings or relationship among the Reporting Persons or between the Reporting Persons and any other person with respect to the securities of the Issuer.