8-KLeadership ChangesAcquisitions & DispositionsFinancial Events+3

EQT Corp 8-K Report, Acquisition Completed (Nov 14, 2017)

Filed November 14, 2017For Securities:EQT

Summary

EQT Corporation (EQT) has officially closed its previously announced acquisition of Rice Energy Inc. (Rice) as of November 13, 2017. This significant transaction was completed through a merger, with Rice becoming a wholly-owned indirect subsidiary of EQT. Shareholders of Rice will receive a combination of EQT common stock and cash, specifically 0.37 shares of EQT stock and $5.30 in cash for each share of Rice common stock they held. The completion of this merger has led to several corporate changes. EQT's credit facility has been expanded, and four new directors with extensive experience in the energy sector have been appointed to EQT's Board of Directors, including Daniel J. Rice IV, former CEO of Rice Energy. Additionally, EQT has amended its articles of incorporation and bylaws to allow for an increased board size, accommodating these new appointments.

Key Highlights

  • 1EQT Corporation completed its acquisition of Rice Energy Inc. on November 13, 2017.
  • 2Rice Energy Inc. is now a wholly-owned indirect subsidiary of EQT Corporation.
  • 3Rice shareholders received 0.37 EQT shares and $5.30 in cash per share of Rice common stock.
  • 4EQT's Second Amended and Restated Credit Agreement commitments were increased from $1.5 billion to $2.5 billion.
  • 5Four new directors were appointed to EQT's Board: Thomas F. Karam, Daniel J. Rice IV, Norman J. Szydlowski, and Robert F. Vagt.
  • 6EQT amended its articles of incorporation and bylaws to increase the maximum number of directors on its Board from twelve to fifteen.

Frequently Asked Questions

This 8-K filing announces the completion of EQT Corporation's acquisition of Rice Energy Inc. It details the merger terms, the consideration paid to Rice shareholders, and subsequent corporate actions taken by EQT, including changes to its board of directors and credit facility.

Rice Energy shareholders received 0.37 shares of EQT Corporation common stock and $5.30 in cash for each share of Rice common stock they held, excluding certain shares such as those held by EQT or in treasury.

In connection with the merger, EQT increased the aggregate commitments under its Second Amended and Restated Credit Agreement from $1.5 billion to $2.5 billion. This also involved the transfer of existing letters of credit from Rice to EQT's credit facility.

The new directors appointed are Thomas F. Karam, Daniel J. Rice IV (former CEO of Rice Energy), Norman J. Szydlowski, and Robert F. Vagt. Their appointments and significant experience in the energy sector are detailed in the filing.