Form 8-K - Current report

 

 

 

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): November 25, 2024

 

EQT CORPORATION

(Exact name of registrant as specified in its charter)

 

Pennsylvania		001-3551		25-0464690
(State or other jurisdiction of incorporation)		(Commission  File Number)		(IRS Employer Identification No.)

 

625 Liberty Avenue, Suite 1700

Pittsburgh, Pennsylvania 15222

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: [phone]

 

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:

 

¨ 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, no par value		EQT		New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 7.01.

Regulation FD Disclosure.

 

On November 25, 2024, EQT Corporation (“EQT”) issued a news release announcing its entry, through certain of its subsidiaries, including EQM Midstream Partners, LP (“EQM”), into a definitive agreement to form a midstream joint venture (the “JV Transaction”) with an affiliate of Blackstone Credit & Insurance, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. Also, as noted in the news release, EQT has posted a presentation regarding the JV Transaction to its investor relations website, ir.eqt.com, under “Events & Presentations.”

 

The information provided in this Item 7.01, including the accompanying Exhibit 99.1, shall be deemed “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be incorporated by reference in any filing made by EQT pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as expressly set forth by specific reference in such filing.

 

Item 8.01.

Other Events.

 

On November 25, 2024, EQT issued a news release announcing the commencement of a tender offer by EQM to purchase for cash EQM’s outstanding 6.500% Senior Notes due 2048 (the “2048 Notes”), 5.500% Senior Notes due 2028 (the “2028 Notes”), 4.50% Senior Notes due 2029 and 7.500% Senior Notes due 2030 for an aggregate purchase price, excluding accrued and unpaid interest, of up to $1.275 billion (the “Tender Offer”). As announced in such news release, in conjunction with the Tender Offer, EQM also commenced a consent solicitation with respect to proposed amendments relating to the reporting covenants contained in the indentures governing the 2028 Notes and the 2048 Notes (the “Consent Solicitation”). A copy of the news release announcing the Tender Offer and the Consent Solicitation is attached hereto as Exhibit 99.2.

 

Also on November 25, 2024, EQM plans to issue a notice of redemption to the holders of its outstanding 6.000% Senior Notes due 2025 (the “2025 Notes”) and a notice of redemption to the holders of its outstanding 4.125% Senior Notes due 2026 (the “2026 Notes”), in each case informing such holders that it will redeem 100% of the outstanding aggregate principal amount of such notes on December 30, 2024 for the redemption prices set forth in the indentures governing such notes. As of November 25, 2024, the outstanding aggregate principal amount of the 2025 Notes was $400.0 million and the outstanding aggregate principal amount of the 2026 Notes was $500.0 million.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		News Release, dated November 25, 2024, issued by EQT Corporation (relating to the JV Transaction).
99.2		News Release, dated November 25, 2024, issued by EQT Corporation (relating to the Tender Offer and the Consent Solicitation).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

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.

 

	EQT CORPORATION
Date: November 25, 2024	By:	/s/ Jeremy T. Knop
	Name:	Jeremy T. Knop
	Title:	Chief Financial Officer

 

 

 

Exhibit 99.1

 

 

 

EQT Announces $3.5 Billion Midstream Joint Venture
with Blackstone Credit & Insurance

 

PITTSBURGH, November 25, 2024 /PRNewswire/ -- EQT Corporation (NYSE: EQT) announced today that it has entered into a definitive agreement with funds managed by Blackstone Credit & Insurance (“BXCI”), to form a new midstream joint venture (the “JV”) consisting of EQT’s ownership interest in high quality contracted infrastructure assets: (i) Mountain Valley Pipeline, LLC – Series A, (ii) FERC regulated transmission and storage assets, and (iii) the Hammerhead Pipeline.⁽¹⁾

 

Under the terms of the agreement BXCI will provide EQT $3.5 billion of cash consideration in exchange for a non-controlling common equity interest in the JV. The investment implies a total JV valuation of approximately $8.8 billion, or 12x EBITDA.⁽²⁾ The JV provides EQT with a large-scale equity capital solution at an accretive cost of capital. Additionally, EQT will retain the rights to growth projects associated with the assets contributed to the JV, including the planned Mountain Valley Pipeline (“MVP”) expansion and the MVP Southgate project.

 

EQT plans to use proceeds from this transaction to pay down its term loan and revolving credit facility and redeem and tender for senior notes. Pro-forma for this transaction, along with the recent announcement of the divesture of its remaining non-operated assets in northeast Pennsylvania, EQT expects to exit 2024 with approximately $9 billion of net debt.⁽³⁾

 

EQT has posted a presentation to its investor relations website with more details on the transaction.

 

EQT President and CEO Toby Z. Rice stated, "This transaction underscores the ultra-high-quality nature of EQT’s regulated midstream assets, which service one of the strongest power demand growth regions in the United States underpinned by long-term contracts with the region’s leading utilities. Importantly, through this joint venture EQT preserves the benefits of the Equitrans acquisition by retaining the long-term value from synergy capture and growth projects. We look forward to working with Blackstone to optimize the value of these assets and together explore strategic opportunities across its leading portfolio of energy, power and digital infrastructure in the years ahead."

 

EQT Chief Financial Officer Jeremy Knop stated, “Blackstone is a leader in providing capital solutions to large corporations and we are thrilled to partner with them in this unique transaction, crafting a tailor-made equity financing solution at a price significantly below EQT’s equity cost of capital while preserving key tax attributes. When we announced the Equitrans acquisition earlier this year, we made an unwavering commitment to debt reduction. We have now delivered on that promise, with announced divestitures to date totaling $5.25 billion of projected cash proceeds, above the high-end of our $3-$5 billion asset sale target, and several quarters ahead of schedule.”

 

Robert Horn, Global Head of Infrastructure & Asset-Based Credit at BXCI stated, “EQT is one of the leading energy and infrastructure companies in North America, and we are delighted to partner with them on this transaction and future growth. The transaction highlights Blackstone’s focus on providing large scale and flexible high-grade capital solutions to the world’s leading corporations.”

 

Rick Campbell, Managing Director at BXCI, added, “These critical midstream assets benefit from strong tailwinds as demand for energy, particularly natural gas, continues to grow. Blackstone’s scale and expertise in this high conviction sector allowed us to create what we believe is a compelling opportunity for both EQT and our investors.”

  

 

 

 

 

The transaction is subject to customary closing adjustments, required regulatory approvals and clearances, and is expected to close in the fourth quarter of 2024.

 

(1)

The Hammerhead Pipeline is a 1.6 billion cubic feet per day gathering header pipeline primarily designed to connect natural gas produced in Pennsylvania and West Virginia to MVP, Texas Eastern Transmission and Eastern Gas Transmission.

(2)

JV valuation derived by dividing projected 2025-2029 average JV free cash flow by target return. EBITDA multiple derived by dividing JV valuation by projected 2025-2029 average JV EBITDA.

(3)

A non-GAAP financial measure. See the Non-GAAP Disclosures section of this news release for the definition of, and other important information regarding, this non-GAAP financial measure.

 

Advisors

RBC Capital Markets, LLC acted as financial advisor to EQT. Kirkland & Ellis LLP is serving as EQT's legal counsel on the transaction.

 

Citi acted as financial advisor to Blackstone. Milbank LLC is serving as Blackstone’s legal counsel on the transaction.

 

EQT Investor Contact

Cameron Horwitz

Managing Director, Investor Relations & Strategy

412.445.8454

[e-mail]

 

Blackstone Contact

Thomas Clements

Senior Vice President, Public Affairs

646.482.6088

[e-mail]

 

About EQT Corporation

EQT Corporation is a premier, vertically integrated American natural gas company with production and midstream operations focused in the Appalachian Basin. We are dedicated to responsibly developing our world-class asset base and being the operator of choice for our stakeholders. By leveraging a culture that prioritizes operational efficiency, technology and sustainability, we seek to continuously improve the way we produce environmentally responsible, reliable and low-cost energy. We have a longstanding commitment to the safety of our employees, contractors, and communities, and to the reduction of our overall environmental footprint. Our values are evident in the way we operate and in how we interact each day – trust, teamwork, heart, and evolution are at the center of all we do. To learn more, visit eqt.com.

 

About Blackstone Credit & Insurance

Blackstone Credit & Insurance (“BXCI”) is one of the world’s leading credit investors. Our investments span the credit markets, including private investment grade, asset based lending, public investment grade and high yield, sustainable resources, infrastructure debt, collateralized loan obligations, direct lending and opportunistic credit. We seek to generate attractive risk-adjusted returns for institutional and individual investors by offering companies capital needed to strengthen and grow their businesses. BXCI is also a leading provider of investment management services for insurers, helping those companies better deliver for policyholders through our world-class capabilities in investment grade private credit.

 

Non-GAAP Disclosures

This news release includes the non-GAAP financial measure described below. The non-GAAP measure is intended to provide additional information only and should not be considered as an alternative to, or more meaningful than total debt or any other measure calculated in accordance with GAAP. Certain items excluded from the non-GAAP measure are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital, tax structure, and historic costs of depreciable assets.

 

2

 

 

 

 

Net Debt

Net debt is defined as total debt less cash and cash equivalents. Total debt includes the Company's current portion of debt, revolving credit facility borrowings, term loan facility borrowings and senior notes. The Company's management believes net debt provides useful information to investors regarding the Company's financial condition and assists them in evaluating the Company's leverage since the Company could choose to use its cash and cash equivalents to retire debt.

 

The Company has not provided a reconciliation of projected net debt to projected total debt, the most comparable financial measure calculated in accordance with GAAP. The Company is unable to project total debt for any future period because total debt is dependent on the timing of cash receipts and disbursements that may not relate to the periods in which the operating activities occurred. The Company is unable to project these timing differences with any reasonable degree of accuracy and therefore cannot reasonably determine the timing and payment of credit facility borrowings or other components of total debt without unreasonable effort. Furthermore, the Company does not provide guidance with respect to its average realized price, among other items that impact reconciling items between certain of the projected total debt and projected net debt, as applicable. Natural gas prices are volatile and out of the Company’s control, and the timing of transactions and the distinction between cash on hand as compared to credit facility borrowings are too difficult to accurately predict. Therefore, the Company is unable to provide a reconciliation of projected net debt to projected total debt, without unreasonable effort.

 

Cautionary Statements Regarding Forward-Looking Statements

This news release contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Statements that do not relate strictly to historical or current facts are forward-looking. Without limiting the generality of the foregoing, forward-looking statements contained in this news release specifically include the expectations of plans, strategies, objectives and growth and anticipated financial and operational performance of EQT Corporation (“EQT”) and its consolidated subsidiaries (collectively, the “Company”), including expectations regarding the Company’s year-end net debt; guidance regarding the proposed JV; the governance, operating and financial terms of the JV, and the anticipated closing date thereof, if at all; statements regarding potential future growth projects, including regarding the planned MVP expansion and MVP Southgate project; and EQT’s intended use of the proceeds from the contribution of assets to the JV and other monetization transactions.

 

3

 

 

 

 

The forward-looking statements included in this news release involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company has based these forward-looking statements on current expectations and assumptions about future events, taking into account all information currently known by the Company. While the Company considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond the Company's control. These risks and uncertainties include, but are not limited to, volatility of commodity prices; the costs and results of drilling and operations; uncertainties about estimates of reserves, identification of drilling locations and the ability to add proved reserves in the future; the assumptions underlying production forecasts; the quality of technical data; the Company's ability to appropriately allocate capital and other resources among its strategic opportunities; access to and cost of capital; the Company's hedging and other financial contracts; inherent hazards and risks normally incidental to drilling for, producing, transporting and storing natural gas, natural gas liquids (“NGLs”) and oil; operational risks and hazards incidental to the gathering and transmission and storage of natural gas as well as unforeseen interruptions; cybersecurity risks and acts of sabotage; availability and cost of drilling rigs, completion services, equipment, supplies, personnel, oilfield services and sand and water required to execute the Company's exploration and development plans, including as a result of supply chain and inflationary pressures; risks associated with operating primarily in the Appalachian Basin; the ability to obtain environmental and other permits and the timing thereof; construction, business, economic, competitive, regulatory, judicial, environmental, political and legal uncertainties related to the development and construction by the Company or its joint ventures of pipeline and storage facilities and transmission assets and the optimization of such assets; the Company's ability to renew or replace expiring gathering, transmission or storage contracts at favorable rates, on a long-term basis or at all; risks relating to the Company's joint venture arrangements, including the proposed JV; government regulation or action, including regulations pertaining to methane and other greenhouse gas emissions; negative public perception of the fossil fuels industry; increased consumer demand for alternatives to natural gas; environmental and weather risks, including the possible impacts of climate change; risks related to the Company's ability to integrate the operations of Equitrans in a successful manner and in the expected time period and the possibility that any of the anticipated benefits and projected synergies of the Equitrans Midstream Merger will not be realized or will not be realized within the expected time period; and disruptions to the Company's business due to acquisitions, divestitures and other strategic transactions. These and other risks are described under the "Risk Factors" section in EQT's Annual Report on Form 10-K for the year ended December 31, 2023, the "Risk Factors" section included in EQT's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, and other documents EQT files from time to time with the Securities and Exchange Commission (the “SEC”).

 

Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, EQT does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.

 

4

 

Exhibit 99.2

 

EQM MIDSTREAM PARTNERS, LP COMMENCES TENDER OFFER AND CONSENT SOLICITATION

 

Offer to Purchase for Cash

Up to $1.275 Billion Aggregate Purchase Price for

6.500% Senior Notes due 2048, 5.500% Senior Notes due 2028,

4.50% Senior Notes due 2029 and 7.500% Senior Notes due 2030

 

Solicitation of Consents to Proposed Reporting Amendments to the Indentures Governing

6.500% Senior Notes due 2048 and 5.500% Senior Notes due 2028

 

PITTSBURGH, November 25, 2024 -- EQT Corporation (NYSE: EQT) (“EQT” and, collectively with its subsidiaries, the “Company”) today announced that its indirect wholly owned subsidiary, EQM Midstream Partners, LP (“EQM”), has commenced a tender offer (the “Tender Offer”) to purchase for cash EQM’s outstanding 6.500% Senior Notes due 2048 (the “2048 Notes”), 5.500% Senior Notes due 2028 (the “2028 Notes”), 4.50% Senior Notes due 2029 (the “2029 Notes”) and 7.500% Senior Notes due 2030 (the “2030 Notes” and, collectively with the 2048 Notes, the 2028 Notes and the 2029 Notes, the “Notes”) for an aggregate purchase price, excluding accrued and unpaid interest, of up to $1.275 billion (the “Maximum Aggregate Purchase Price”). Subject to the Maximum Aggregate Purchase Price, the amounts of each series of Notes that are purchased will be determined in accordance with the acceptance priority levels set forth in the table below (the “Acceptance Priority Levels”), with “1” being the highest Acceptance Priority Level and “4” being the lowest Acceptance Priority Level. In addition, no more than $300.0 million aggregate principal amount (the “2030 Notes Tender Cap”) of the 2030 Notes will be purchased in the Tender Offer.

 

 

 

The following table sets forth some of the terms of the Tender Offer:

 

Title of Notes		CUSIP Number		Principal Amount Outstanding				Series Tender Cap				Acceptance Priority Level		Tender Offer Consideration(1)(2)				Early Tender Premium(1)				Total Consideration(1)(2)(3)
6.500% Senior Notes due 2048		26885BAE0		$	550,000,000				N/A			1		$	1,007.50			$	50.00			$	1,057.50
5.500% Senior Notes due 2028		26885BAC4		$	850,000,000				N/A			2		$	971.25			$	50.00			$	1,021.25
4.50% Senior Notes due 2029		26885BAK6 / U26886AC2		$	800,000,000				N/A			3		$	937.50			$	50.00			$	987.50
7.500% Senior Notes due 2030		26885BAN0 / U26886AF5		$	500,000,000			$	300,000,000			4		$	1,035.00			$	50.00			$	1,085.00

 

 

(1)

Per $1,000 principal amount of Notes accepted for purchase.

(2)

Does not include accrued and unpaid interest, which will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable.

(3)

Includes the Early Tender Premium.

 

Concurrently with the Tender Offer, EQM is soliciting consents (the “Consent Solicitation”) from holders of the 2028 Notes and from holders of the 2048 Notes to proposed amendments to the indenture governing the 2028 Notes (the “2028 Notes Indenture”) and the indenture governing the 2048 Notes (the “2048 Notes Indenture”), respectively (the “Proposed Amendments” and such consents being solicited are each a “Consent” and collectively, the “Consents”). EQM is not soliciting any consents from holders of the 2029 Notes or the 2030 Notes to amend the indentures governing such notes. The Proposed Amendments would amend the 2028 Notes Indenture and the 2048 Notes Indenture by modifying the reporting covenant contained therein so that EQT would provide financial statements and other information required thereby in lieu of EQM.

 

 

 

 

 

Holders of 2028 Notes and holders of 2048 Notes may not tender their 2028 Notes or 2048 Notes, respectively, without delivering their Consents and may not deliver their Consents without tendering their 2028 Notes or 2048 Notes, respectively. Each holder who validly tenders their 2028 Notes or 2048 Notes pursuant to the Tender Offer will be deemed to have validly delivered their related Consent to the Proposed Amendments.

 

The Tender Offer and the Consent Solicitation are being made upon and are subject to the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated November 25, 2024 (as it may be amended or supplemented from time to time, the “Offer to Purchase and Consent Solicitation Statement”). The Tender Offer and the Consent Solicitation will expire at 5:00 p.m., New York City time, on December 30, 2024, unless extended (such date and time, as the same may be extended, the “Expiration Date”) or earlier terminated by EQM. Tendered Notes may not be withdrawn, and delivered Consents may not be revoked, after 5:00 p.m., New York City time, on December 9, 2024, unless extended by EQM (such date and time, as the same may be extended, the “Withdrawal Deadline”), except in certain limited circumstances where additional withdrawal or revocation rights are required by law. In this news release and the Offer to Purchase and Consent Solicitation Statement, all Notes that have been validly tendered and not validly withdrawn are referred to as having been “validly tendered” and all Consents that have been validly delivered and not validly revoked as having been “validly delivered.”

 

In order to receive the applicable Total Consideration set forth in the table above (the “Total Consideration”), holders of Notes must validly tender their Notes on or prior to 5:00 p.m., New York City time, on December 9, 2024, unless extended by EQM (such date and time, as the same may be extended, the “Early Tender Date”). The Total Consideration includes an early tender premium of $50 per $1,000 principal amount of Notes accepted for purchase pursuant to the Tender Offer (the “Early Tender Premium”). Holders of Notes who validly tender their Notes after the Early Tender Date but on or prior to the Expiration Date, and whose Notes are accepted for purchase, will receive only the applicable Tender Offer Consideration set forth in the table above (the “Tender Offer Consideration”), which is equal to the applicable Total Consideration minus the Early Tender Premium.

 

In addition to the applicable Total Consideration or the applicable Tender Offer Consideration, as the case may be, holders whose Notes are purchased in the Tender Offer will receive accrued and unpaid interest on such Notes from and including the last interest payment date applicable to the relevant series of Notes up to, but not including, the applicable settlement date for such Notes accepted for purchase.

 

EQM reserves the right, but is under no obligation, subject to the satisfaction or waiver of the conditions to the Tender Offer, to accept for purchase and make payment for Notes validly tendered on or prior to the Early Tender Date, at any point following the Early Tender Date and before the Expiration Date (such date, the “Early Settlement Date”). The Early Settlement Date, if any, will be determined at EQM’s option and will be a date following the Early Tender Date on which all conditions to the Tender Offer have been satisfied or waived by EQM. The Early Settlement Date, if any, is currently expected to be December 30, 2024, assuming all conditions to the Tender Offer have been either satisfied or waived by EQM on or prior to such date. With respect to Notes validly tendered prior to or at the Expiration Date that have not previously settled on the Early Settlement Date, if any, EQM will accept for purchase and make payment on such Notes on a date that is promptly following the Expiration Date (currently expected to be January 2, 2025, which is the second business day following the Expiration Date).

 

Subject to the Maximum Aggregate Purchase Price, all Notes validly tendered on or prior to the Early Tender Date having a higher Acceptance Priority Level (lower numerical value) will be accepted for purchase before any tendered Notes having a lower Acceptance Priority Level are accepted for purchase, and all Notes validly tendered after the Early Tender Date having a higher Acceptance Priority Level will be accepted for purchase before any Notes tendered after the Early Tender Date having a lower Acceptance Priority Level are accepted for purchase. However, subject to the Maximum Aggregate Purchase Price and the 2030 Notes Tender Cap, Notes validly tendered on or prior to the Early Tender Date will be accepted for purchase in priority to any Notes tendered after the Early Tender Date even if such Notes tendered after the Early Tender Date have a higher Acceptance Priority Level than Notes tendered on or prior to the Early Tender Date.

 

 

 

 

 

Tendered Notes may be subject to proration if the aggregate purchase price, excluding accrued and unpaid interest, for Notes validly tendered is greater than the Maximum Aggregate Purchase Price, with equal proration applied for Notes having the same Acceptance Priority Level, if applicable (and depending on whether such Notes were tendered on or prior to, or after, the Early Tender Date), and tendered 2030 Notes may be subject to proration if the aggregate principal amount of the 2030 Notes validly tendered is greater than the 2030 Notes Tender Cap. Furthermore, if the Tender Offer is fully subscribed as of the Early Tender Date, holders who validly tender Notes after the Early Tender Date will not have any of their Notes accepted for purchase unless EQM increases the Maximum Aggregate Purchase Price. Also, if, as of the Early Tender Date, holders validly tender 2030 Notes with an aggregate principal amount equal to or greater than the 2030 Notes Tender Cap, holders who validly tender 2030 Notes after the Early Tender Date will not have any of their 2030 Notes accepted for purchase unless EQM increases the 2030 Notes Tender Cap.

 

The consummation of the Tender Offer is not conditioned upon any minimum amount of Notes being validly tendered or Consents being validly delivered. However, the Tender Offer is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase and Consent Solicitation Statement, including, but not limited to, a financing condition (i.e., EQM having entered into a new senior unsecured bridge term loan facility (the “Bridge Facility”) and obtaining at least $2.3 billion of borrowings thereunder) and the consummation of the midstream joint venture transaction (the “JV Transaction”) between EQM and certain of its subsidiaries and an affiliate of Blackstone Credit & Insurance (the “JV Investor”).

 

The Consents of the holders of a majority in aggregate principal amount of the outstanding 2028 Notes are required pursuant to the terms of the 2028 Notes Indenture in order to effectuate the Proposed Amendments as they relate to the 2028 Notes Indenture, and the Consents of the holders of a majority in aggregate principal amount of the outstanding 2048 Notes are required pursuant to the terms of the 2048 Notes Indenture in order to effectuate the Proposed Amendments as they relate to the 2048 Notes Indenture. If such Consents are obtained, EQM intends to enter into a supplemental indenture containing the Proposed Amendments promptly following the Expiration Date, which will immediately become effective and operative upon execution, and in such case, holders of 2028 Notes and 2048 Notes that did not validly tender their Notes prior to the Expiration Date, or at all, will be bound by the Proposed Amendments.

 

EQM reserves the right, subject to applicable law, to (i) waive or modify, in whole or in part, any or all conditions to the Tender Offer, (ii) extend, terminate or withdraw the Tender Offer and the Consent Solicitation, (iii) increase or decrease the Maximum Aggregate Purchase Price or the 2030 Notes Tender Cap, or (iv) otherwise amend the Tender Offer or the Consent Solicitation in any respect.

 

The purpose of the Tender Offer is to reduce the Company’s overall principal amount of debt, and it is expected that Notes purchased pursuant to the Tender Offer will be retired. EQM intends to finance the Tender Offer and the Consent Solicitation with borrowings under the Bridge Facility, which is expected be repaid upon consummation of the JV Transaction with a portion of the cash that will be contributed to the joint venture at such time by the JV Investor.

 

The Company will continue to optimize its capital structure and may repurchase or redeem additional debt securities during or after the Tender Offer. In addition to the Tender Offer, EQM will redeem all of its outstanding 6.000% Senior Notes due 2025 (the “2025 Notes”) and all of its outstanding 4.125% Senior Notes due 2026 (the “2026 Notes”) on December 30, 2024, in each case, pursuant to their terms. Any redemption of the 2025 Notes or the 2026 Notes would be made solely pursuant to a redemption notice delivered pursuant to the applicable indenture governing such notes, and nothing contained in this news release constitutes a notice of redemption of such notes.

 

 

 

 

 

RBC Capital Markets, LLC is acting as the Sole Dealer Manager for the Tender Offer and the Sole Solicitation Agent for the Consent Solicitation. Any persons with questions regarding the Tender Offer should contact RBC Capital Markets, LLC by calling [phone] (toll-free) or [phone] (collect) or emailing [e-mail].

 

The Information Agent and Tender Agent is Global Bondholder Services Corporation. Copies of the Offer to Purchase and Consent Solicitation Statement and any related Tender Offer or Consent Solicitation materials may be obtained from Global Bondholder Services Corporation by calling [phone] (banks and brokers, collect) or [phone] (all others, toll-free) or by emailing [e-mail].

 

This news release is for informational purposes only. The Tender Offer and the Consent Solicitation are being made only pursuant to the Offer to Purchase and Consent Solicitation Statement, and the information in this news release is qualified by reference to the Offer to Purchase and Consent Solicitation Statement. Further, this news release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities. No recommendation is made as to whether holders should tender any Notes in response to the Tender Offer (and, if applicable, deliver Consents in response to the Consent Solicitation). Holders of Notes must make their own decision as to whether to participate in the Tender Offer and, if applicable, the Consent Solicitation and, if so, the principal amount of Notes to tender.

 

Investor Contact

Cameron Horwitz

Managing Director, Investor Relations & Strategy

412.445.8454

[e-mail]

 

About EQT Corporation

EQT Corporation is a premier, vertically integrated American natural gas company with production and midstream operations focused in the Appalachian Basin. We are dedicated to responsibly developing our world-class asset base and being the operator of choice for our stakeholders. By leveraging a culture that prioritizes operational efficiency, technology and sustainability, we seek to continuously improve the way we produce environmentally responsible, reliable and low-cost energy. We have a longstanding commitment to the safety of our employees, contractors, and communities, and to the reduction of our overall environmental footprint. Our values are evident in the way we operate and in how we interact each day – trust, teamwork, heart, and evolution are at the center of all we do.

 

Cautionary Statements

This news release contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Statements that do not relate strictly to historical or current facts are forward-looking. Without limiting the generality of the foregoing, forward-looking statements contained in this news release specifically include statements regarding EQM’s plans and expected timing with respect to the Tender Offer, the Consent Solicitation, the JV Transaction, the 2025 Notes and the 2026 Notes.

 

 

 

 

 

These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company has based these forward-looking statements on current expectations and assumptions about future events, taking into account all information currently known by it. While the Company considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond its control. These risks and uncertainties include, but are not limited to, volatility of commodity prices; the costs and results of drilling and operations; uncertainties about estimates of reserves, identification of drilling locations and the ability to add proved reserves in the future; the assumptions underlying production forecasts; the quality of technical data; the Company’s ability to appropriately allocate capital and other resources among its strategic opportunities; access to and cost of capital; the Company’s hedging and other financial contracts; inherent hazards and risks normally incidental to drilling for, producing, transporting and storing natural gas, natural gas liquids (NGLs) and oil; operational risks and hazards incidental to the gathering, transmission and storage of natural gas as well as unforeseen interruptions; cyber security risks and acts of sabotage; availability and cost of drilling rigs, completion services, equipment, supplies, personnel, oilfield services and sand and water required to execute the Company’s exploration and development plans, including as a result of inflationary pressures; risks associated with operating primarily in the Appalachian Basin; the ability to obtain environmental and other permits and the timing thereof; construction, business, economic, competitive, regulatory, judicial, environmental, political and legal uncertainties related to the development and construction by the Company or its joint ventures of pipeline and storage facilities and transmission assets and the optimization of such assets; the Company’s ability to renew or replace expiring gathering, transmission or storage contracts at favorable rates, on a long-term basis or at all; risks relating to the Company’s joint venture arrangements; government regulation or action, including regulations pertaining to methane and other greenhouse gas emissions; negative public perception of the fossil fuels industry; increased consumer demand for alternatives to natural gas; environmental and weather risks, including the possible impacts of climate change; risks related to the Company’s ability to integrate the operations of Equitrans Midstream Corporation (“Equitrans Midstream”) in a successful manner and in the expected time period and the possibility that any of the anticipated benefits and projected synergies of the Company’s merger with Equitrans Midstream (the “Equitrans Midstream Merger”) will not be realized or will not be realized within the expected time period; and disruptions to the Company’s business due to recently completed or pending divestitures, acquisitions and other significant strategic transactions, including the Equitrans Midstream Merger and the pending JV Transaction. These and other risks and uncertainties are described under the “Risk Factors” section and elsewhere in EQT’s Annual Report on Form 10-K for the year ended December 31, 2023, the “Risk Factors” section in EQT’s subsequent Quarterly Reports on Form 10-Q and other documents EQT subsequently files from time to time with the Securities and Exchange Commission. In addition, the Company may be subject to currently unforeseen risks that may have a materially adverse impact on it.

 

Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, the Company does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.

 

 

Cover	Nov. 25, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 25, 2024
Entity File Number	001-3551
Entity Registrant Name	EQT CORPORATION
Entity Central Index Key	0000033213
Entity Tax Identification Number	25-0464690
Entity Incorporation, State or Country Code	PA
Entity Address, Address Line One	625 Liberty Avenue
Entity Address, Address Line Two	Suite 1700
Entity Address, City or Town	Pittsburgh
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15222
City Area Code	412
Local Phone Number	553-5700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	EQT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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