8-KMaterial AgreementsExhibits & Filings

EQT Corp 8-K Report, Material Agreement (May 14, 2021)

Filed May 14, 2021For Securities:EQT

Summary

EQT Corporation (EQT) announced on May 14, 2021, its entry into a material definitive agreement for the issuance and sale of $1.0 billion in aggregate principal amount of senior notes. This includes $500.0 million of 3.125% senior notes due 2026 and $500.0 million of 3.625% senior notes due 2031. The offering is expected to generate net proceeds of approximately $984.4 million, which EQT intends to use to fund the cash consideration for its previously announced acquisition of Alta Resources Development, LLC’s upstream and midstream subsidiaries (the Alta Acquisition). The closing of the notes offering is anticipated around May 17, 2021. The company has established a redemption mechanism for these notes should the Alta Acquisition not be completed by November 1, 2021. If the acquisition fails to close or EQT decides not to proceed, the notes will be redeemed at par value plus accrued interest. This financing strategy underscores EQT's commitment to executing the Alta Acquisition, a significant move for the company's growth strategy.

Key Highlights

  • 1EQT Corporation entered into a purchase agreement to issue and sell $1.0 billion in aggregate principal amount of senior notes.
  • 2The notes consist of $500.0 million of 3.125% senior notes due 2026 and $500.0 million of 3.625% senior notes due 2031.
  • 3Net proceeds from the offering are expected to be approximately $984.4 million.
  • 4Proceeds will be used to fund the cash consideration for the previously announced acquisition of Alta Resources Development, LLC's upstream and midstream subsidiaries.
  • 5The notes offering is expected to close on or about May 17, 2021.
  • 6A provision requires EQT to redeem the notes at par plus accrued interest if the Alta Acquisition does not close by November 1, 2021, or if EQT decides not to proceed with it.
  • 7The notes are being offered and sold to qualified institutional buyers and non-U.S. persons, exempt from registration under the Securities Act of 1933.

Frequently Asked Questions

The primary purpose of issuing $1.0 billion in senior notes is to secure funding for the cash consideration required to complete the previously announced acquisition of Alta Resources Development, LLC’s upstream and midstream subsidiaries.

If the Alta Acquisition is not consummated on or prior to November 1, 2021, or if EQT notifies the trustee that it will not pursue the acquisition, EQT is obligated to redeem the notes at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest.

EQT is issuing $500.0 million in aggregate principal amount of 3.125% senior notes due 2026 and $500.0 million in aggregate principal amount of 3.625% senior notes due 2031. Both series were priced at par.

The offering of the senior notes is expected to close on or about May 17, 2021, subject to customary closing conditions.