Current Report Filing (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 (Date of earliest event reported): April 23, 2015

QEP MIDSTREAM PARTNERS, LP

(Exact name of registrant as specified in its charter)



Delaware	001-36047	80-0918184
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)



19100 Ridgewood Pkwy San Antonio, Texas		78259-1828
(Address of principal executive offices)		(Zip Code)

(210) 626-6000

(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.):




o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 7.01		Regulation FD Disclosure.

On April 23, 2015, QEP Midstream Partners, LP (the “Partnership”) issued a press release (the “Press Release”) announcing the declaration of its quarterly distribution. A copy of the Partnership’s Press Release is attached hereto as Exhibit 99.1 and incorporated herein in its entirety.

In accordance with Treasury Regulation 1.1446-4(d), a qualified notice was issued to the New York Stock Exchange indicating that this distribution represents income effectively connected with a U.S. business (ECI) and that all nominees are responsible for withholding 35% of the fiscal 2015 first quarter distribution to foreign investors (nonresident aliens, foreign corporations, foreign trusts and foreign estates) as required under Section 1446 of the Internal Revenue Code.

The information above is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Current Report, including the Press Release, will not be incorporated by reference into any registration statement filed by the Partnership under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.



Item 9.01		Financial Statements and Exhibits.

(d) Exhibits.



99.1		Press release of the Partnership issued on April 23, 2015, announcing the declaration of its quarterly distribution.

SIGNATURES

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, hereunto duly authorized.

Date: April 23, 2015



	QEP MIDSTREAM PARTNERS, LP
	By:	QEP Midstream Partners GP, LLC
		Its general partner

	By:	/s/ STEVEN M. STERIN
		Steven M. Sterin
		Vice President and Chief Financial Officer

Index to Exhibits



Exhibit Number		Description of the Exhibit

99.1		Press release of the Partnership issued on April 23, 2015, announcing the declaration of its quarterly distribution.

Exhibit 99.1

QEP Midstream Partners LP Announces Quarterly Distribution

SAN ANTONIO - April 23, 2015 - QEP Midstream Partners, LP (NYSE:QEPM) (“QEPM”) today announced the declaration of its quarterly cash distribution for the first quarter 2015 of $0.32 per limited partnership unit, or $1.28 on an annualized basis. This distribution represents a 3% increase over the quarterly distribution of $0.31 per unit ($1.24 per unit on an annualized basis) paid in February 2015. The first quarter distribution will be paid on May 15, 2015, to unitholders of record as of the close of business on May 4, 2015. In the prior four quarters, QEPM has increased its distribution to limited partners by 19%.

About QEPM Midstream Partners, LP

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

This release contains certain statements that are “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, concerning the timing of our cash distribution. For more information concerning factors that could affect these statements see our annual report on Form 10-K and quarterly reports on Form 10-Q, filed with the Securities and Exchange Commission. We undertake no obligation to publicly release the result of any revisions to any such forward-looking statements that may be made to reflect events or circumstances that occur, or which we become aware of, after the date hereof.

This release serves as qualified notice to nominees as provided for under Treasury Regulation Section 1.1446-4(b)(4) and (d). Please note that 100 percent of QEP Midstream Partners, LP’s distributions to foreign investors are attributable to income that is effectively connected with a United States trade or business. Accordingly, all of QEP Midstream Partners, LP’s distributions to foreign investors are subject to federal income tax withholding at the highest effective tax rate for individuals or corporations, as applicable. Nominees, and not QEP Midstream Partners, LP, are treated as withholding agents responsible for withholding distributions received by them on behalf of foreign investors.

Contact:

Investors:

Evan Barbosa, Investor Relations Manager, (210) 626-7202

Media:

Tesoro Media Relations, media@tsocorp.com, (210) 626-7702

QEP MIDSTREAM PARTNERS, LP (NYSE:QEPM)
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