8-KSecurities & ListingRegulation FDExhibits & Filings

EQT Corp 8-K Report, Unregistered Securities Sale (Mar 2, 2010)

Filed March 2, 2010For Securities:EQT

Summary

EQT Corporation, through its wholly owned subsidiary EQT Production Company, announced a significant acquisition on February 26, 2010, involving Marcellus Shale oil and gas properties. This transaction, valued at approximately $280 million (subject to adjustments), includes roughly 58,000 net leased or fee acres, 100 producing wells, and 200 miles of gathering lines primarily located in four Pennsylvania counties. The acquisition is strategically positioned in the high-pressure Marcellus fairway. Financing for the deal will be primarily comprised of EQT common stock, representing about 90% of the purchase price, with the remainder in cash. The number of shares to be issued will be determined by a volume-weighted average price calculation over a specified period, with limits set between 5.1 million and 6.4 million shares. The issuance of these shares will be conducted under Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D, with registration rights and lock-up agreements for the sellers in place.

Key Highlights

  • 1EQT Corporation is acquiring Marcellus Shale oil and gas properties for approximately $280 million.
  • 2The acquired assets include approximately 58,000 net acres, 100 producing wells, and 200 miles of gathering lines in Pennsylvania.
  • 3The transaction is primarily financed through the issuance of EQT common stock (approximately 90% of the purchase price).
  • 4The number of shares issued will be based on a volume-weighted average price (VWAP) calculation.
  • 5Share issuance is subject to a cap of 6.4 million shares and a floor of 5.1 million shares.
  • 6The sale of shares to sellers is being conducted under Regulation D, Rule 506, and Section 4(2) of the Securities Act.
  • 7Registration rights and lock-up agreements are included for the sellers of the acquired properties.

Frequently Asked Questions

This 8-K filing announces EQT Corporation's entry into agreements to acquire Marcellus Shale oil and gas properties. It details the terms of the acquisition, the consideration to be paid (primarily EQT stock), and the legal basis for the unregistered sale of equity securities.

The acquisition is primarily being financed through the issuance of EQT Corporation's common stock, which will constitute approximately 90% of the $280 million purchase price. The remaining balance will be paid in cash.

The sellers will receive shares of EQT common stock. The number of shares will be determined by dividing 90% of the purchase price by the average daily volume-weighted average price (VWAP) of EQT's stock for the 20 trading days prior to closing. There are also aggregate limits, ensuring sellers receive no more than 6.4 million shares and no less than 5.1 million shares.

Yes, the sellers will enter into lock-up agreements. These agreements will restrict their ability to sell more than 10% of their total shares during each 30-day period within the six months following the closing of the acquisition.