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): December 10, 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 8.01.

Other Events.

 

On December 10, 2024, EQT Corporation issued a news release announcing (i) the early results and upsizing of the previously announced tender offer (the “Tender Offer”) by its indirect wholly owned subsidiary, EQM Midstream Partners, LP (“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 (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”) and (ii) the early results of the related solicitation by EQM of consents from holders of the 2028 Notes and from holders of the 2048 Notes to proposed amendments relating to the reporting covenants contained in the indentures governing the 2028 Notes and the 2048 Notes. EQM has amended the Tender Offer to increase the maximum aggregate purchase price, excluding accrued and unpaid interest, for Notes that may be purchased from $1.275 billion to $1.3 billion. A copy of the news release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		News Release, dated December 10, 2024, issued by EQT Corporation.
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: December 10, 2024	By:	/s/ Jeremy T. Knop
	Name:	Jeremy T. Knop
	Title:	Chief Financial Officer

 

 

 

 

Exhibit 99.1

Early Results and Upsizing of

EQM Midstream Partners, LP’s Tender Offer and Consent Solicitation

for Certain of its Senior Notes

 

PITTSBURGH, December 10, 2024 -- EQT Corporation (NYSE: EQT) (“EQT” and, collectively with its subsidiaries, the “Company”) today announced the early results and upsizing of the previously announced tender offer (the “Tender Offer”) by its indirect wholly owned subsidiary, EQM Midstream Partners, LP (“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 (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”) and the early results of the related Consent Solicitation (as defined below) with respect to the 2028 Notes and the 2048 Notes. EQM has amended the Tender Offer to increase the maximum aggregate purchase price, excluding accrued and unpaid interest, for Notes that may be purchased from $1.275 billion to $1.3 billion (the “Maximum Aggregate Purchase Price”). All other terms and conditions of the Tender Offer and the Consent Solicitation remain unchanged and are described in the Offer to Purchase and Consent Solicitation Statement dated November 25, 2024 (as amended and supplemented by this news release and as it may be further amended or supplemented from time to time, the “Offer to Purchase and Consent Solicitation Statement”). Capitalized terms used but not defined herein have the meanings ascribed thereto in the Offer to Purchase and Consent Solicitation Statement.

 

 

 

The principal amount of each series of Notes that were validly tendered (and related Consents (as defined below), as applicable, thereby validly delivered) as of 5:00 p.m., New York City time, on December 9, 2024 (the “Early Tender Date”) and, subject to the satisfaction or waiver of the conditions to the Tender Offer described in the Offer to Purchase and Consent Solicitation Statement, the principal amount of each series of Notes that EQM expects to accept for purchase, as well as certain other terms of the Tender Offer, are set forth in the table below. Because the aggregate purchase price, excluding accrued and unpaid interest, for Notes validly tendered on or prior to the Early Tender Date is greater than the Maximum Aggregate Purchase Price, EQM will accept Notes for purchase based on the Acceptance Priority Procedures and the proration procedures described in the Offer to Purchase and Consent Solicitation. Withdrawal and revocation rights for the Tender Offer and the Consent Solicitation expired at 5:00 p.m., New York City time, on December 9, 2024. As a result, tendered Notes may no longer be withdrawn and delivered Consents may no longer be revoked, 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.”

 

Title of Notes		CUSIP Number				Principal Amount Outstanding				Series Tender Cap				Acceptance Priority Level			Principal Amount Tendered at Early Tender Date				Approximate Percentage of Outstanding Notes Tendered at Early Tender Date			Principal Amount Accepted(1)				Approximate Proration Factor(2)
6.500% Senior Notes due 2048			26885BAE0			$	550,000,000				N/A			1			$	469,767,000			85.4%			$	469,767,000			100.0%
5.500% Senior Notes due 2028			26885BAC4			$	850,000,000				N/A			2			$	731,317,000			86.0%			$	731,317,000			100.0%
4.50% Senior Notes due 2029			26885BAK6 /			$	800,000,000				N/A			3			$	755,855,000			94.5%			$	57,077,000			7.6%
			U26886AC2
7.500% Senior Notes due 2030			26885BAN0 /			$	500,000,000			$	300,000,000			4			$	380,402,000			76.1%				—			N/A
			U26886AF5

 

 

(1) Subject to the satisfaction or waiver of the conditions to the Tender Offer described in the Offer to Purchase and Consent Solicitation Statement.

(2) With respect to the 2029 Notes, the proration factor has been rounded to the nearest tenth of a percentage point for presentation purposes.

 

 

 

 

 

 

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 (as defined below) (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.

 

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 and a condition relating to the consummation of the midstream joint venture transaction between EQM and certain of its subsidiaries and an affiliate of Blackstone Credit & Insurance, neither of which have been satisfied or waived as of the date of this news release.

 

Although the Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on December 30, 2024 (the “Expiration Date”), because the aggregate purchase price, excluding accrued and unpaid interest, for Notes validly tendered on or prior to the Early Tender Date is greater than the Maximum Aggregate Purchase Price, EQM does not expect to accept for purchase any tenders of Notes after the Early Tender Date. EQM reserves the right, subject to applicable law, to hereafter (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.

 

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 and the indenture governing the 2048 Notes, respectively, that would modify the reporting covenant contained therein so that EQT would provide financial statements and other information required thereby in lieu of EQM (the “Proposed Amendments” and, such consents being solicited, the “Consents”). EQM is not soliciting any consents from holders of the 2029 Notes or holders of the 2030 Notes to amend the indentures governing such notes. As of the Early Tender Date, the Requisite Consents have been received. Accordingly, EQM intends to enter into a supplemental indenture containing the Proposed Amendments promptly following the Expiration Date, which would immediately become effective and operative upon such entry and thereafter apply to all holders of 2028 Notes and all holders of the 2048 Notes that remain outstanding.

 

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 and the Consent Solicitation.

 

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	Dec. 10, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 10, 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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