Tesoro Logistics (NYSE:TLLP) agrees to acquire the 44% of QEP Midstream Partners (NYSE:QEPM) it does not already own, in a unit-for-unit exchange that values QEPM at $17.09/unit, an 8.6% premium to today's QEPM closing price of $15.74.
TLLP already owned a 55.8% interest in QEPM, consisting of ~3.7M common units and ~26.7M subordinated units, and 100% of the limited liability company interests of QEPM GP, which itself holds a 2% general partner interest and 100% of the incentive distribution rights in QEPM.
QEP Resources (QEP) appoints energy industry veteran William Thacker as an independent director on its board to assist in the separation of its oilfield services business into a stand-alone company.
The board earlier this year authorized the separation of the business, including its interest in QEP Midstream Partners (QEPM), after hedge fund Jana Partners had increased its position in QEP and argued that a more drastic restructuring was needed to spark a weak share price performance.
QEP also says it has reached an agreement with Jana to vote in favor of QEP's nominees at its 2014 annual meeting.
QEP Resources' (QEP +2.1%) announcement that it will pursue a separation of its midstream business and its interest in QEP Midstream Partners (QEPM +2%) did not specify how it would be achieved, but Sterne Agee thinks it will happen through an IPO or an outright sale of the field services company and the interest in QEPM.
There's a lot of room for growth in the midstream limited partnership, where incentive distribution rights kick in after a distribution of $0.2875 to limited partners, Sterne says; in Q3, the partnership distributed just $0.13.
The firm also raises its price target on QEP to $39 from $36, based on a sum-of-the-parts estimated value.
Sterne Agee's Tim Rezvan notes that at QEP's current stock price, investors are assigning "little to no value" to QEP's pipeline assets and its 60% interest in QEP Midstream (QEPM); while a full separation isn't likely to happen right away, the company may speed the process of dropping down pipeline assets to QEPM.
Rezvan values QEP's pipeline assets at $13/share, assuming a multiple of 9x EBITDA, and thinks the E&P business is worth 5x EBITDA, or $31/share.
Gains in QEP Resources (QEP +7.8%) far outpace other energy companies after activist investor Jana Partners disclosed a big stake and offered steps it wants to see to help unlock value.
In response, QEP says it has been considering Jana's suggestions, which included support of the IPO of QEP Midstream Partners (QEPM); Jana criticizes the way the MLP was created and wants a fuller separation of the midstream operations, arguing QEP no longer needs control of them and pointing to Devon Energy's plan to combine its midstream operations with Crosstex Energy as a model to follow.
Sterne Agee says Jana’s “activism is not a surprise,” and believes Jana is "focused on the correct lever to unlock value - QEP’s Field Services assets not being appropriately valued in QEP Resources’ share price."