8-KMaterial AgreementsOther EventsExhibits & Filings

EQT Corp 8-K Report, Material Agreement (Oct 26, 2017)

Filed October 26, 2017For Securities:EQT

Summary

This SEC Form 8-K filing by EQT Corporation (EQT) on October 26, 2017, primarily details an amendment to the previously announced merger agreement with Rice Energy Inc. (Rice). The key change introduced by this amendment is an increase in the proposed size of EQT's Board of Directors. Initially planned to expand from twelve to thirteen directors upon closing the merger, the amendment now contemplates an increase to fifteen directors. This amendment will require a shareholder vote and necessitates an update to the joint proxy statement/prospectus previously filed. The filing also serves as a reminder to investors about the ongoing merger process, reiterating the importance of reviewing the definitive joint proxy statement/prospectus and other relevant SEC filings for comprehensive information. EQT emphasizes the risks and uncertainties associated with the acquisition and integration of Rice Energy, including potential challenges in closing the transaction, realizing anticipated benefits, and managing integration costs. Investors are advised to exercise caution with forward-looking statements.

Key Highlights

  • 1EQT Corporation amended its merger agreement with Rice Energy Inc. on October 26, 2017.
  • 2The amendment increases the proposed size of EQT's Board of Directors from twelve to fifteen members, a revision from the previously planned increase to thirteen.
  • 3This board size increase is contingent upon shareholder approval of a Charter Amendment Proposal.
  • 4A supplement to the joint proxy statement/prospectus has been issued to reflect these changes.
  • 5The filing reiterates the risks and uncertainties associated with the EQT-Rice merger and integration.
  • 6Investors are directed to review the definitive joint proxy statement/prospectus and other SEC filings for detailed information regarding the transaction.

Frequently Asked Questions

The primary purpose of this filing is to report an amendment to the merger agreement between EQT Corporation and Rice Energy Inc. This amendment specifically changes the proposed size of EQT's Board of Directors after the merger closes.

The amendment revises the proposal to increase EQT's Board of Directors' size. Initially, the plan was to increase it from twelve to thirteen members. The amendment now proposes an increase from twelve to fifteen directors, subject to shareholder approval.

EQT shareholders will be asked to vote on a Charter Amendment Proposal to approve the increase in the maximum number of permitted directors on EQT's board from twelve to fifteen. This approval is a condition for the merger to proceed with the revised board structure.

Investors are urged to read the definitive joint proxy statement/prospectus filed on October 12, 2017, and the Supplement to Joint Proxy Statement/Prospectus filed with this 8-K. These documents, along with other SEC filings by EQT and Rice, contain important information about the transaction and should be reviewed carefully. Copies can be obtained from EQT's or Rice's investor relations departments or the SEC's website.