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0000033213
EQT Corp
0000033213
2024-05-22
2024-05-22
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xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of report (Date of earliest event reported): May 23, 2024 (
May 22, 2024
)
EQT CORPORATION
(Exact name of registrant as specified inits charter)
Pennsylvania 001-3551 25-0464690
(State or other jurisdiction (Commission (IRS Employer
of incorporation) /File Number) Identification No.)
625 Liberty Avenue
,
Suite 1700
Pittsburgh
,
Pennsylvania
15222
(Address of principal executive offices,including zip code)
Registrant's telephone number,including area code:
(
412
)
553-5700
Not Applicable
(Former name or former address, if changedsince last report)
Check the appropriate box below if the Form 8-K filingis intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
x
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
..
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
..
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
..
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) ofthe Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, no par value EQT New York Stock Exchange
Indicate by check mark whether the registrant is an emerginggrowth company as
defined in Rule 405 of the Securities Act of 1933 ((s)230.405 of this chapter)
or Rule 12b-2 ofthe Securities Exchange Act of 1934 ((s)240.12b-2 of this
chapter).
Emerginggrowth company
..
If an emerginggrowth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying withany new or
revised financial accounting standards provided pursuant to Section 13(a) of
the Exchange Act.
..
Item 8.01. Other Events.
Aspreviously announced, on March 10, 2024, EQT Corporation ("EQT"), Humpty
Merger Sub Inc., an indirect wholly owned subsidiaryof EQT ("Merger Sub"), and
Humpty Merger Sub LLC, an indirect wholly owned subsidiary of EQT ("LLC Sub"),
enteredinto an Agreement and Plan of Merger (the "Merger Agreement") with
Equitrans Midstream Corporation ("Equitrans").
Upon the terms and subject to the conditions set forth in the Merger
Agreement, Merger Sub will merge with and into Equitrans (the "FirstMerger"),
with Equitrans surviving as an indirect wholly owned subsidiary of EQT (the
"First Step Surviving Corporation"),and as the second step in a single
integrated transaction with the First Merger, the First Step Surviving
Corporation will be merged withand into LLC Sub (the "Second Merger" and,
together with the First Merger, the "Merger"), with LLC Sub survivingthe
Second Merger as an indirect wholly owned subsidiary of EQT.
The Merger is subjectto the requirements of the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), and the relatedrules and
regulations, which provide that certain transactions may not be completed
until notification and report forms have beenfurnished to the U.S. Federal
Trade Commission (the "FTC") and the Antitrust Division of the U.S. Department
of Justice (the"DOJ") and until certain waiting periods have been terminated
or have expired. Also, pursuant to the Merger Agreement, thecompletion of the
First Merger is conditioned on, among other things, the expiration or
termination of the HSR Act waiting period (andany extensions thereof) and any
commitment to, or any agreement with, any governmental entity to delay the
consummation of, or not toconsummate before a certain date, the transactions
contemplated by the Merger Agreement. On March 22,2024, EQT and Equitrans each
filed a premerger notification and report form under the HSR Act with the FTC
and the DOJ, and on April 22,2024, EQT voluntarily withdrew and refiled its
premerger notification and report form.
On May 22, 2024, the waiting period under the HSR Act with respect to the
Merger expired. The expiration of the waiting period under theHSR Act with
respect to the Merger satisfies one of the conditions to the closing of the
Merger. EQT and Equitrans currently expect thatthe Merger will be completed in
the third quarter of 2024, subject to the satisfaction or waiver of certain
other closing conditions,including approval by EQT's shareholders and approval
by Equitrans' shareholders.
Cautionary Statements Regarding Forward-LookingStatements
This Current Report onForm 8-K (this "Report") contains "forward-looking
statements" within the meaning of the federal securitieslaws. Forward-looking
statements may be identified by words such as "anticipates," "believes,"
"cause,""continue," "could," "depend," "develop," "estimates," "expects,""foreca
sts," "goal," "guidance," "have," "impact," "implement,""increase," "intends,"
"lead," "maintain," "may," "might," "plans,""potential," "possible,"
"projected," "reduce," "remain," "result,""scheduled," "seek," "should,"
"will," "would" and other similar words orexpressions. The absence of such
words or expressions does not necessarily mean the statements are not
forward-looking. Forward-lookingstatements are not statements of historical
fact and reflect EQT's and Equitrans' current views about future events.
Theseforward-looking statements include, but are not limited to, statements
regarding the Merger, the expected closing of the Merger and thetiming thereof
and the pro forma combined company and its operations, strategies and plans,
integration, debt levels and leverage ratio,capital expenditures, cash flows
and anticipated uses thereof, synergies, opportunities and anticipated future
performance, expected accretionto earnings and free cash flow and anticipated
dividends. Information adjusted for the Merger should not be considered a
forecast of futureresults. Although EQT believes EQT's forward-looking
statements are reasonable, statements made regarding future results are
notguarantees of future performance and are subject to numerous assumptions,
uncertainties and risks that are difficult to predict. Actualoutcomes and
results may be materially different from the results stated or implied in such
forward-looking statements included in thisReport.
2
Actualoutcomes and results may differ materially from those included in the
forward-looking statements in this Report due to a number of factors,including,
but not limited to: the occurrence of any event, change or other circumstances
that could give rise to the termination of theMerger Agreement; the
possibility that shareholders of EQT may not approve the issuance of EQT
common stock or the amendment to EQT'scharter in connection with the Merger;
the possibility that the shareholders of Equitrans may not adopt the Merger
Agreement; the riskthat EQT or Equitrans may be unable to obtain governmental
and regulatory approvals required for the Merger, or required governmentaland
regulatory approvals may delay the Merger or result in the imposition of
conditions that could cause the parties to abandon the Merger;the risk that
the parties may not be able to satisfy the conditions to the Merger in a
timely manner or at all; risks related to disruptionof management's time from
ongoing business operations due to the Merger; the risk that any announcements
relating to the Mergercould have adverse effects on the market price of EQT's
common stock or Equitrans' common stock; the risk of any unexpectedcosts or
expenses resulting from the Merger; the risk of any litigation relating to the
Merger; the risk that the Merger and its announcementcould have an adverse
effect on the ability of EQT and Equitrans to retain and hire key personnel,
on the ability of EQT or Equitransto attract third-party customers and
maintain their relationships with derivatives and joint venture counterparties
and on EQT'sand Equitrans' operating results and businesses generally; the
risk that problems may arise in successfully integrating the businessesof EQT
and Equitrans, which may result in the combined company not operating as
effectively and efficiently as expected; the risk thatthe combined company may
be unable to achieve synergies or other anticipated benefits of the Merger or
it may take longer than expectedto achieve those synergies or benefits and
other important factors that could cause actual results to differ materially
from those projected;the volatility in commodity prices for crude oil and
natural gas; Equitrans' ability to construct, complete and place in servicethe
Mountain Valley Pipeline project; the effect of future regulatory or
legislative actions on EQT and Equitrans or the industry in whichthey operate,
including the risk of new restrictions with respect to oil and natural gas
development activities; the risk that the creditratings of the combined
business may be different from what EQT and Equitrans expect; the ability of
management to execute its plans tomeet its goals and other risks inherent in
EQT's and Equitrans' businesses; public health crises, such as pandemics and
epidemics,and any related government policies and actions; the potential
disruption or interruption of EQT's or Equitrans' operationsdue to war,
accidents, political events, civil unrest, severe weather, cyber threats,
terrorist acts, or other natural or human causesbeyond EQT's or Equitrans'
control; the combined company's ability to identify and mitigate the risks and
hazards inherentin operating in the global energy industry; and other factors
detailed in EQT's and Equitrans' Annual Reports on Form 10-Kfor the year ended
December 31, 2023 and subsequent Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K. Allsuch factors are difficult to predict and are beyond
EQT's and Equitrans' control. Additional risks or uncertainties thatare not
currently known to EQT or Equitrans, that EQT or Equitrans currently deem to
be immaterial, or that could apply to any companycould also cause actual
outcomes and results to differ materially from those included in the
forward-looking statements in this Report.EQT and Equitrans undertake no
obligation to publicly correct or update the forward-looking statements in
this Report, in other documentsor on their respective websites to reflect new
information, future events or otherwise, except as required by applicable law.
All suchstatements are expressly qualified by this cautionary statement.
Readers are cautioned not to place undue reliance on these forward-lookingstatem
ents that speak only as of the date hereof.
Important Information for Investors andShareholders; Additional Information
and Where to Find It
In connection with theMerger, EQT has filed with the U.S. Securities and
Exchange Commission (the "SEC") a registration statement on Form S-4(the
"registration statement") that includes a preliminary joint proxy statement of
EQT and Equitrans and that also constitutesa preliminary prospectus of EQT
(the "preliminary joint proxy statement/prospectus"). The information in the
preliminary jointproxy statement/prospectus is not complete and may be
changed. After the registration statement is declared effective by the SEC, a
definitivejoint proxy statement/prospectus (the "joint proxy statement/prospectu
s") will be mailed to the shareholders of EQT and theshareholders of
Equitrans. EQT and Equitrans also intend to file other documents regarding the
Merger with the SEC. This document is nota substitute for the joint proxy
statement/prospectus or the registration statement or any other document that
EQT or Equitrans may filewith the SEC. BEFORE MAKING ANY VOTING DECISION,
INVESTORS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT, THE JOINT
PROXYSTATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT MAY
BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER, AS WELLAS ANY AMENDMENTS
OR SUPPLEMENTS TO THOSE DOCUMENTS, AS THEY BECOME AVAILABLE BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATIONABOUT EQT, EQUITRANS, THE MERGER,
THE RISKS THERETO AND RELATED MATTERS. Investors will be able to obtain free
copies of the registrationstatement and joint proxy statement/prospectus and
other relevant documents filed or that will be filed with the SEC by EQT or
Equitransthrough the website maintained by the SEC at www.sec.gov. Copies of
the documents filed with the SEC by EQT may be obtained free of chargeon EQT's
website at www.ir.eqt.com/investor-relations. Copies of the documents filed
with the SEC by Equitrans may be obtained freeof charge on Equitrans' website
at www.ir.equitransmidstream.com.
3
Participants in Solicitation
EQT and Equitrans andtheir respective directors, executive officers and other
members of management and employees may be deemed to be participants in the
solicitationof proxies in connection with the Merger contemplated by the joint
proxy statement/prospectus. Information regarding EQT's directorsand executive
officers and their ownership of EQT's securities is set forth in EQT's filings
with the SEC, including EQT'sAnnual Report on Form 10-K for the fiscal year
ended December 31, 2023 and its Definitive Proxy Statement on Schedule 14A
thatwas filed with the SEC on March 1, 2024. To the extent such person's
ownership of EQT's securities has changed sincethe filing of such proxy
statement, such changes have been or will be reflected on Statements of
Changes in Beneficial Ownership on Form 4filed with the SEC. Information
regarding Equitrans' directors and executive officers and their ownership of
Equitrans' securitiesis set forth in Equitrans' filings with the SEC,
including Equitrans' Annual Report on Form 10-K for the fiscal yearended
December 31, 2023 and its Definitive Proxy Statement on Schedule 14A that was
filed with the SEC on March 4, 2024. Tothe extent such person's ownership of
Equitrans' securities has changed since the filing of such proxy statement,
such changeshave been or will be reflected on Statements of Changes in
Beneficial Ownership on Form 4 filed with the SEC. Additional informationregardi
ng the interests of those persons and other persons who may be deemed
participants in the Merger may be obtained by reading thejoint proxy
statement/prospectus and other relevant materials that will be filed with the
SEC regarding the Merger when such documentsbecome available. You may obtain
free copies of these documents as described in the preceding paragraph.
No Offer or Solicitation
This Report relates tothe Merger. This Report is for informational purposes
only and shall not constitute an offer to sell or exchange, or the
solicitationof an offer to buy or exchange, any securities or a solicitation
of any vote or approval, in any jurisdiction, pursuant to the Mergeror
otherwise, nor shall there be any sale, issuance, exchange or transfer of the
securities referred to in this document in any jurisdictionin contravention of
applicable law. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10of the Securities Act of
1933, as amended.
4
SIGNATURES
Pursuant to the requirements of the SecuritiesExchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EQT CORPORATION
Date: May 23, 2024 By: /s/ William E. Jordan
Name: William E. Jordan
Title: Executive Vice President, General Counsel and Corporate Secretary
5
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