8-KRegulation FD

EQT Corp 8-K Report, Regulation FD Disclosure (May 17, 2007)

Filed May 17, 2007For Securities:EQT

Summary

This 8-K filing by Equitable Resources, Inc. (EQT) on May 17, 2007, reports on two significant developments related to its proposed acquisitions of Dominion Peoples and Hope Gas, Inc. from Dominion Resources, Inc. On May 14, 2007, a federal court dismissed the Federal Trade Commission's (FTC) attempt to block the Dominion Peoples acquisition, a positive development for EQT. However, the FTC has indicated its intent to appeal this decision and is seeking a preliminary injunction pending the appeal, creating continued uncertainty. Further complicating the acquisition landscape, the Public Service Commission of West Virginia, on May 14, 2007, initiated a focused management audit concerning Hope Gas, Inc.'s purchased gas cost adjustments. This audit is expected to delay the review process beyond the June 30, 2007, termination date stipulated in the stock purchase agreement for both acquisitions. This delay raises concerns about the potential termination of the deals, impacting EQT's strategic growth plans.

Key Highlights

  • 1Federal court dismissed FTC's preliminary injunction to halt the acquisition of The Peoples Natural Gas Company (Dominion Peoples).
  • 2FTC intends to appeal the dismissal and has filed for a preliminary injunction pending appellate review, creating ongoing uncertainty.
  • 3West Virginia Public Service Commission initiated a focused management audit on Hope Gas, Inc. (Dominion Hope) applications.
  • 4The management audit is likely to extend the administrative review schedule for the Dominion Hope acquisition beyond June 30, 2007.
  • 5The stock purchase agreement for both Dominion Hope and Dominion Peoples may be terminated by either party after June 30, 2007, due to potential delays.
  • 6This filing falls under Regulation FD Disclosure, providing material information to investors.

Frequently Asked Questions

A federal court dismissed the FTC's complaint seeking to block the acquisition. However, the FTC intends to appeal and is seeking a preliminary injunction to halt the deal during the appeal process, leaving the outcome uncertain.

The audit will likely extend the review period for the Hope Gas acquisition beyond the June 30, 2007, termination date of the stock purchase agreement. This increases the risk that the agreement could be terminated by either party.

The delays caused by the FTC appeal for Dominion Peoples and the PSC audit for Hope Gas, Inc. mean that the acquisitions may not be completed by June 30, 2007. If the deals are not closed by this date, the stock purchase agreement allows either EQT or Dominion Resources to terminate the transactions.

This indicates that the information provided in this filing is considered material and is being disclosed to the public simultaneously to ensure fair and widespread dissemination of important corporate news.