8-KRegulation FD

EQT Corp 8-K Report, Regulation FD Disclosure (May 24, 2005)

Filed May 24, 2005For Securities:EQT

Summary

Equitable Resources, Inc. (EQT) filed an 8-K on May 24, 2005, reporting the termination of variable share forward transactions related to 6.0 million shares of Kerr-McGee Corporation (KMG) common stock. The company incurred a $95.8 million termination cost and sold 4.3 million KMG shares to counterparties, realizing $227 million in net pre-tax proceeds after the termination cost. Furthermore, EQT participated in Kerr-McGee's Dutch auction tender offer with its remaining 1.7 million KMG shares, tendering them at $85.00 per share. Following Kerr-McGee's announcement of a proration factor of approximately 33.64%, EQT expects to sell about 0.6 million shares for approximately $49 million in pre-tax proceeds. The remaining 1.1 million KMG shares will be held for sale, and the proceeds from these sales are earmarked for general corporate purposes.

Key Highlights

  • 1Termination of variable share forward transactions involving 6.0 million Kerr-McGee (KMG) shares.
  • 2Incurred an aggregate termination cost of $95.8 million for these transactions.
  • 3Sold 4.3 million KMG shares to counterparties, generating $227 million in net pre-tax proceeds after termination costs.
  • 4Participated in Kerr-McGee's Dutch auction tender offer with the remaining 1.7 million KMG shares at $85.00 per share.
  • 5Expects to sell approximately 0.6 million KMG shares from the tender offer, yielding around $49 million in pre-tax proceeds.
  • 6Will hold approximately 1.1 million KMG shares for future sale.
  • 7Proceeds from KMG share sales will be used for general corporate purposes.

Frequently Asked Questions

This 8-K filing was made to disclose the termination of three variable share forward transactions that EQT had entered into in July 2004 concerning 6.0 million shares of Kerr-McGee Corporation (KMG) common stock.

EQT incurred a total termination cost of $95.8 million. The company sold 4.3 million KMG shares to its counterparties, resulting in net pre-tax proceeds of $227 million after accounting for the termination costs.

EQT tendered its remaining 1.7 million KMG shares to Kerr-McGee's Dutch auction tender offer. Due to the offer's proration, EQT expects to sell about 0.6 million shares for approximately $49 million in pre-tax proceeds, with the remaining 1.1 million shares to be held for sale.

The proceeds from the sale of the remaining Kerr-McGee shares are intended for EQT's general corporate purposes.