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United States securities and exchange commission logo
December 30, 2020
William J. Buese
Vice President, Chief Financial Officer and Treasurer
QEP Resources, Inc.
1050 17th Street, Suite 800
Denver, CO 80265
Re: QEP Resources, Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2019
Filed February 26,
2020
File No. 1-34778
Dear Mr. Buese:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2019
General
1. We note that your forum
selection provision identifies the Court of Chancery of the State
of Delaware (or, in the
event that the Chancery Court does not have jurisdiction, the
federal district court
for the District of Delaware or other state courts of the State of
Delaware) as the
exclusive forum for certain litigation, including any derivative action.
Please disclose whether
this provision applies to actions arising under the Securities Act
or Exchange Act. If so,
please also state that there is uncertainty as to whether a court
would enforce such
provision. If the provision applies to Securities Act claims, please also
state that investors
cannot waive compliance with the federal securities laws and the rules
and regulations
thereunder. In that regard, we note that Section 22 of the Securities Act
creates concurrent
jurisdiction for federal and state courts over all suits brought to enforce
any duty or liability
created by the Securities Act or the rules and regulations thereunder.
If this provision does
not apply to actions arising under the Securities Act or Exchange
William J. Buese
QEP Resources, Inc.
December 30, 2020
Page 2
Act, please tell us how you will inform investors in future filings
that the provision does
not apply to any actions arising under the Securities Act or Exchange
Act.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Karina Dorin, Staff Attorney, at (202) 551-3763 or, in her
absence,
Timothy S. Levenberg, Special Counsel, at (202) 551-3707 with any questions.
FirstName LastNameWilliam J. Buese Sincerely,
Comapany NameQEP Resources, Inc.
Division of
Corporation Finance
December 30, 2020 Page 2 Office of Energy
& Transportation
FirstName LastName