Board to Establish Committee Immediately Upon Close of the Rice
Transaction
EQT Corporation (NYSE: EQT) today announced that, immediately upon the
closing of the Rice transaction, it will establish a Committee of the
Board of Directors to evaluate options for addressing EQT’s
sum-of-the-parts discount. The Committee will be led by Stephen A.
Thorington and include select EQT independent directors. Based on the
Committee’s recommendation, EQT’s Board will announce a decision by the
end of the first quarter 2018.
“While we are excited about the value creation opportunities presented
by the Rice transaction, addressing the sum-of-the-parts discount is a
priority for the Board,” said Mr. Thorington. “The Committee will work
to identify the optimum path to maximizing shareholder value."
“After meeting and speaking with many EQT shareholders, sell-side
analysts, and other industry participants during the past few months, we
are pleased with the positive feedback regarding our decision to acquire
Rice Energy,” said Steve Schlotterbeck, president and chief executive
officer of EQT. “Rice is an outstanding strategic and operational fit
for EQT and this transaction will enhance our ability to further unlock
the embedded midstream value and address the sum-of-the-parts discount,
which will now be done on an accelerated timetable."
Separately, the Company also announced that the Compensation Committee
of the Board has confirmed its previous intent to exclude acquired
production volume from long-term compensation calculations as related to
producing Rice wells as of the transaction closing date.
“Our objective with executive compensation has always been to align
interests of management with those of shareholders,” said Lee T. Todd,
Ph.D., Chair of the Management Development and Compensation Committee.
“In that regard, the current plan had always provided for flexibility to
adjust compensation calculations with downward discretion only. The
Committee did not intend to include volume from material acquisitions,
such as that of the Rice transaction.”
Furthermore, production volume will no longer be a performance metric
for EQT’s long-term compensation programs and will be replaced by
efficiency metrics. The performance goals for the 2018 compensation
program will be based on operating and development cost improvement,
relative total shareholder return, and return on capital employed.
About EQT Corporation:
EQT Corporation is an integrated energy company with emphasis on
Appalachian area natural gas production, gathering, and transmission.
With more than 125 years of experience, EQT continues to be a leader in
the use of advanced horizontal drilling technology – designed to
minimize the potential impact of drilling-related activities and reduce
the overall environmental footprint. Through safe and responsible
operations, the Company is committed to meeting the country’s growing
demand for clean-burning energy, while continuing to provide a rewarding
workplace and enrich the communities where its employees live and work.
EQT also owns a 90% limited partner interest in EQT GP Holdings, LP. EQT
GP Holdings, LP owns the general partner interest, all of the incentive
distribution rights, and a portion of the limited partner interests in
EQT Midstream Partners, LP.
Visit EQT Corporation at www.EQT.com.
Cautionary Statement Regarding Forward-Looking Information
This communication may contain certain forward-looking statements,
including certain plans, expectations, goals, projections, and
statements about the benefits of the proposed transaction, EQT’s and
Rice Energy Inc.’s (Rice) plans, objectives, expectations and
intentions, the expected timing of completion of the transaction, and
other statements that are not historical facts. Such statements are
subject to numerous assumptions, risks, and uncertainties. Statements
that do not describe historical or current facts, including statements
about beliefs and expectations, are forward-looking statements.
Forward-looking statements may be identified by words such as expect,
anticipate, believe, intend, estimate, plan, target, goal, or similar
expressions, or future or conditional verbs such as will, may, might,
should, would, could, or similar variations. The forward-looking
statements are intended to be subject to the safe harbor provided by
Section 27A of the Securities Act of 1933, Section 21E of the Securities
Exchange Act of 1934, and the Private Securities Litigation Reform Act
of 1995.
While there is no assurance that any list of risks and uncertainties or
risk factors is complete, below are certain factors which could cause
actual results to differ materially from those contained or implied in
the forward-looking statements including: risks related to our
acquisition and integration of acquired businesses and assets; the cost
of defending our intellectual property; technological changes and other
trends affecting the oil and gas industry; the possibility that the
proposed transaction does not close when expected or at all because
required regulatory, shareholder or other approvals are not received or
other conditions to the closing are not satisfied on a timely basis or
at all; the risk that the financing required to fund the transaction is
not obtained; potential adverse reactions or changes to business or
employee relationships, including those resulting from the announcement
or completion of the transaction; uncertainties as to the timing of the
transaction; competitive responses to the transaction; the possibility
that the anticipated benefits of the transaction are not realized when
expected or at all, including as a result of the impact of, or problems
arising from, the integration of the two companies; the possibility that
the transaction may be more expensive to complete than anticipated,
including as a result of unexpected factors or events; diversion of
management’s attention from ongoing business operations and
opportunities; EQT’s ability to complete the acquisition and integration
of Rice successfully; the possibility of litigation relating to the
transaction; and other factors that may affect future results of EQT and
Rice. Additional factors that could cause results to differ materially
from those described above can be found in EQT’s Annual Report on Form
10-K for the year ended December 31, 2016 and in its subsequent
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017 and
June 30, 2017, each of which is on file with the Securities and Exchange
Commission (the SEC) and available in the “Investors” section of EQT’s
website, https://www.eqt.com/,
under the heading “SEC Filings” and in other documents EQT files with
the SEC, and in Rice’s Annual Report on Form 10-K for the year ended
December 31, 2016 and in its subsequent Quarterly Reports on Form 10-Q
for the quarters ended March 31, 2017 and June 30, 2017, each of which
is on file with the SEC and available in the “Investor Relations”
section of Rice’s website, https://www.riceenergy.com/,
under the subsection “Financial Information” and then under the heading
“SEC Filings” and in other documents Rice files with the SEC.
All forward-looking statements speak only as of the date they are made
and are based on information available at that time. Neither EQT nor
Rice assumes any obligation to update forward-looking statements to
reflect circumstances or events that occur after the date the
forward-looking statements were made or to reflect the occurrence of
unanticipated events except as required by federal securities laws. As
forward-looking statements involve significant risks and uncertainties,
caution should be exercised against placing undue reliance on such
statements.
Important Additional Information
In connection with the proposed transaction, on July 27, 2017, EQT filed
with the SEC a registration statement on Form S-4 that contains a
preliminary joint proxy statement of EQT and Rice and also constitutes a
preliminary prospectus of EQT. On September 8, 2017, EQT filed Amendment
No. 1 to the registration statement. The registration statement has not
yet become effective. After the registration statement is declared
effective by the SEC, a definitive joint proxy statement/prospectus will
be mailed to shareholders of EQT and the stockholders of Rice. This
communication does not constitute an offer to sell or the solicitation
of an offer to buy any securities or a solicitation of any vote or
approval. SHAREHOLDERS OF EQT AND STOCKHOLDERS OF RICE ARE URGED TO READ
THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS
REGARDING THE TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED OR THAT
WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THOSE DOCUMENTS, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION. Investors may obtain a free copy of the registration
statement and the joint proxy statement/prospectus, as well as other
filings containing information about EQT and Rice, without charge, at
the SEC’s website (http://www.sec.gov).
Copies of the documents filed with the SEC by EQT can be obtained,
without charge, by directing a request to Investor Relations, EQT
Corporation, EQT Plaza, 625 Liberty Avenue, Pittsburgh, Pennsylvania
15222-3111, Tel. No. (412) 553-5700. Copies of the documents filed with
the SEC by Rice can be obtained, without charge, by directing a request
to Investor Relations, Rice Energy Inc., 2200 Rice Drive, Canonsburg,
Pennsylvania 15317, Tel. No. (724) 271-7200.
Participants in the Solicitation
EQT, Rice, and certain of their respective directors, executive officers
and employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information regarding
EQT’s directors and executive officers is available in its definitive
proxy statement, which was filed with the SEC on February 17, 2017, and
certain of its Current Reports on Form 8-K. Information regarding Rice’s
directors and executive officers is available in its definitive proxy
statement, which was filed with the SEC on April 17, 2017, and certain
of its Current Reports on Form 8-K. Other information regarding the
participants in the proxy solicitation and a description of their direct
and indirect interests, by security holdings or otherwise, will be
contained in the joint proxy statement/prospectus and other relevant
materials filed with the SEC. Free copies of this document may be
obtained as described in the preceding paragraph.
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