8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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 17^th 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))

Item 2.01 Completion of Acquisition or Disposition of Assets

On July 1, 2014, QEP Midstream Partners, LP (the “Partnership”) completed its previously announced acquisition of 40.0% of the outstanding membership interests in Green River Processing, LLC (the “Company”) from QEP Field Services Company (“QEPFS”), a wholly owned subsidiary of QEP Resources, Inc. (“QEP”), in exchange for consideration of $230.0 million in cash (the “Transaction”). The purchase price was funded with cash on hand and borrowings under the Partnership’s existing credit facility.

The terms of the Transaction, which were set forth in a Purchase and Sale Agreement, dated May 7, 2014, by and among QEPFS, the Partnership, QEP Midstream Partners GP, LLC, the general partner of the Partnership (the “General Partner”), and QEP Midstream Partners Operating, LLC (the “Purchase Agreement”), were approved by the conflicts committee of the Board of Directors (the “Conflicts Committee”) of the General Partner. The Conflicts Committee, which is composed entirely of independent directors, retained independent legal and financial counsel to assist it in evaluating and negotiating the Transaction.

The Company’s assets consist of the Blacks Fork processing complex and Emigrant Trail processing plant in southwest Wyoming. The Company has total processing capacity of 890 MMcf per day, natural gas liquids (“NGLs”) fractionation capacity of 15,000 Bbl per day, interconnects to six interstate natural gas pipelines, and direct access to the Mt. Belvieu and Conway NGL markets. In 2013, total processing volumes for the Company were 201 million MMBtu, of which 65% were under fee-based processing agreements and 35% were under keep-whole processing agreements.

Each of the parties to the Purchase Agreement is a direct or indirect subsidiary or affiliate of QEP. As a result, certain individuals, including officers of QEP and officers and directors of the General Partner, serve as officers and/or directors of one or more of such entities. QEP currently (as of the date of this Current Report on Form 8-K) owns an approximate 55.8% limited partner interest in the Partnership based on the number of common units and subordinated units outstanding as of July 1, 2014. QEP also owns an indirect 2% general partner interest in the Partnership and all of the Partnership’s incentive distribution rights through its ownership of the General Partner.

Item 7.01 Regulation FD Disclosure

On July 1, 2014, the Partnership issued a press release announcing the closing of the Transaction. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the press release shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information and such exhibit be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

The Partnership will file the financial statements required by this Item not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro forma financial information

The Partnership will file the pro forma financial statements required by this Item not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(d) Exhibits

Exhibit No.	Description
99.1	Press release of QEP Midstream Partners, LP, dated July 1, 2014.

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
July 1, 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
99.1	Press release of QEP Midstream Partners, LP, dated July 1, 2014.

EX-99.1

News Release

QEP MIDSTREAM PARTNERS CLOSES ACQUISITION OF MEMBERSHIP INTERESTS IN GREEN RIVER PROCESSING FROM QEP RESOURCES FOR $230 MILLION

DENVER, CO July 1, 2014 - QEP Midstream Partners, LP (NYSE:QEPM) (the “Partnership”) today announced that it has acquired 40% of the outstanding membership interest in Green River Processing, LLC (“Green River Processing”) for $230 million in cash from QEP Field Services Company, a wholly owned subsidiary of QEP Resources, Inc. (NYSE: QEP) (“QEP”). This transaction represents the Partnership’s first acquisition following its initial public offering in August 2013. The acquisition is expected to be immediately accretive to the Partnership’s distributable cash flow per unit. The Partnership used cash on hand and proceeds from its $500 million credit facility to fund the acquisition.

Green River Processing owns the Blacks Fork natural gas processing complex and the Emigrant Trail natural gas processing plant located in southwest Wyoming. These assets consist of four natural gas processing plants with total processing capacity of 890 MMcf per day, and natural gas liquids (“NGLs”) fractionation capacity of 15,000 bbl per day with interconnects to six interstate natural gas pipelines, and direct pipeline access to the Mt. Belvieu and Conway NGL markets. In 2013, total natural gas inlet volumes for Green River Processing were approximately 201 million MMBtu, of which 65% were processed under fee-based processing agreements and 35% were processed under keep-whole processing agreements.

The acquisition closed on July 1, 2014 with an effective date of July 1, 2014. The terms of the acquisition were approved by the Board of Directors of the General Partner, based on the approval and recommendation of the Conflicts Committee, which is comprised entirely of independent directors. The Conflicts Committee was advised by Tudor, Pickering, Holt & Co. regarding financial matters and Andrews Kurth LLP regarding legal matters.

About QEP Midstream Partners, LP

QEP Midstream Partners, LP is a master limited partnership formed by QEP Resources, Inc. to own, operate, acquire and develop midstream assets. The Partnership provides midstream gathering and processing services to QEP and third-party companies in the Green River, Uinta and Williston basins. Further information about the Partnership is available at www.qepm.com.

Cautionary Statements

This release includes forward-looking statements within the meaning of Section 27(a) of the Securities Act of 1933, as amended, and Section 21(e) of the Securities Exchange Act of 1934, as amended. Forward-looking statements can be identified by words such as “anticipates,” “believes,” “forecasts,” “plans,” “estimates,” “expects,” “should,” “will” or other similar expressions. These forward-looking statements include statements regarding the relative benefits to the parties and equity interest holders resulting from the transaction and the operational and performance metrics of the Green River Processing assets. Such statements are based on management’s current expectations, estimates and projections, which are subject to a wide range of uncertainties and business risks. Actual results may differ materially from those included in the forward-looking

statements due to a number of factors, including the price of natural gas, oil and NGLs, the inability of the parties to satisfy the conditions to the transaction, disruptions of any party’s ongoing business, weather conditions, global geopolitical and macroeconomic factors, the U.S. federal budget, acts of terrorism, and the other risks discussed in the Partnership’s filings with the Securities and Exchange Commission, including the Risk Factors section of the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2013. The Partnership undertakes no obligation to publicly correct or update the forward-looking statements in this news release, in other documents, or on its website to reflect future events or circumstances. All such statements are expressly qualified by this cautionary statement.

Contact

QEP Midstream Partners, LP
Greg Bensen	Brent Rockwood
Director, Investor Relations	Director, Communications
303-405-6665	303-672-6999