8-KMaterial AgreementsRegulation FDOther Events+1

EQT Corp 8-K Report, Material Agreement (Jun 19, 2017)

Filed June 19, 2017For Securities:EQT

Summary

EQT Corporation (EQT) has filed an 8-K report announcing a significant material definitive agreement to merge with Rice Energy Inc. (Rice). The merger, approved by both companies' boards, will result in Rice being acquired by EQT through a subsidiary. Each share of Rice common stock will be exchanged for 0.37 shares of EQT common stock and $5.30 in cash. This transaction is expected to enhance EQT's operational footprint and market position. The filing details several key aspects of the merger, including the governance changes at EQT, which will involve adding two Rice Directors to its board, subject to shareholder approval. It also outlines the conversion of Rice's equity awards into EQT equivalents and the redemption of certain outstanding units in Rice's subsidiaries. The consummation of the merger is contingent upon customary closing conditions, including EQT shareholder approval, regulatory clearance, and the effectiveness of EQT's S-4 registration statement.

Key Highlights

  • 1EQT Corporation entered into a merger agreement with Rice Energy Inc. on June 19, 2017.
  • 2The merger consideration includes 0.37 shares of EQT common stock and $5.30 in cash for each share of Rice common stock.
  • 3EQT plans to increase its board size to accommodate two Rice Directors, pending shareholder approval.
  • 4Rice's outstanding stock options and restricted stock units will be converted into EQT equivalents.
  • 5The transaction is subject to customary closing conditions, including shareholder and regulatory approvals.
  • 6A termination fee of $255,000,000 is stipulated under certain circumstances.
  • 7EQT has secured a commitment for up to $1.4 billion in senior unsecured bridge loans to finance the transaction and refinance debt.

Frequently Asked Questions

This 8-K filing announces EQT Corporation's entry into a material definitive agreement to merge with Rice Energy Inc. It provides key details about the transaction's terms, consideration, conditions, and associated agreements, which are crucial for investors to understand the strategic implications and financial impact of the proposed merger.

For each share of Rice Energy common stock, shareholders will receive 0.37 shares of EQT Corporation common stock and $5.30 in cash. The exact total value will depend on the market price of EQT's stock at the time of closing.

The merger is subject to several customary closing conditions, including the approval of EQT shareholders for the issuance of EQT shares, the adoption of the merger agreement by Rice stockholders, the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, the absence of any legal restraints, the effectiveness of EQT's Form S-4 registration statement, the listing of EQT shares on the NYSE, the accuracy of representations and warranties, the absence of a material adverse effect on either party, and the receipt of certain tax opinions.

A termination fee of $255,000,000 may be payable by either EQT or Rice if the merger agreement is terminated under certain specified circumstances. Additionally, if the merger agreement is terminated due to a failure of a party's shareholders to approve the required proposals, that party may be required to reimburse the other party for transaction expenses up to $67,000,000.