Filed pursuant to Rule 433
Registration Statement Nos. 333-149589 and 333-153818
Questar Market Resources, Inc.
Final Term Sheet
August 24, 2009
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Issuer: |
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Questar Market Resources, Inc. |
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Aggregate Principal Amount Offered: |
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$300,000,000 |
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Coupon: |
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6.80% |
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Maturity: |
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March 1, 2020 |
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Yield to Maturity: |
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6.824% |
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Spread to Benchmark Treasury: |
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+ 330 basis points |
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Benchmark Treasury: |
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3.625% due August 15, 2019 |
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Benchmark Treasury Price and Yield: |
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$100-27 and 3.524% |
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Interest Payment Dates: |
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March 1 and September 1, commencing March 1, 2010 |
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Redemption Provision: |
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Make Whole Call UST + 50 basis points |
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Price to Public: |
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99.822% |
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Net Proceeds to Issuer |
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(after underwriting discount, but |
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before expenses): |
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$297,516,000 |
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Settlement Date: |
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August 31, 2009 (T+5) |
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Joint Book-Running Managers: |
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Banc of America Securities LLC |
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J.P. Morgan Securities Inc. |
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Wells Fargo Securities, LLC |
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Co-Managers: |
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SunTrust Robinson Humphrey, Inc. |
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Barclays Capital Inc. |
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Mitsubishi UFJ Securities (USA), Inc. |
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BMO Capital Markets Corp. |
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RBS Securities Inc. |
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SG Americas Securities, LLC |
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TD Securities (USA) LLC |
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UBS Securities LLC |
Pro
Forma Ratio of Earnings
to Fixed Charges:
Giving effect to this offering and assuming that 50% of the net proceeds will be used to reduce indebtedness under the Company’s revolving credit facility, as of the beginning of each pro forma period presented below, the Company’s ratio of earnings to fixed charges would have been as follows:
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Pro Forma |
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Year Ended December 31, |
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Six Months Ended June 30, |
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2008 |
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2009 |
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Earnings to Fixed Charges |
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12.5 |
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4.4 |
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The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Banc of America Securities LLC, J.P. Morgan Securities Inc. or Wells Fargo Securities, LLC can arrange to send you the prospectus if you request it by calling or e-mailing Banc of America Securities LLC at 1-800-294-1322 or dg.prospectus_distribution @bofasecurities.com, calling J.P. Morgan Securities Inc. at 212-834-4533 or calling Wells Fargo Securities, LLC at 1-800-326-5897.