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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported):  December 29, 2021

 

EQT CORPORATION

(Exact name of registrant as specified in its charter)

 

Pennsylvania   001-3551   25-0464690
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (IRS Employer
Identification Number)

 

625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222

(Address of principal executive offices, including zip code)

 

(412) 553-5700

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨       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) of the 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 emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 8.01.  Other Events.

 

On December 29, 2021, EQT Corporation issued a news release announcing its commencement of a tender offer to purchase for cash up to $250.0 million aggregate principal amount of its outstanding 3.000% Senior Notes due 2022. A copy of the news release announcing the cash tender offer is attached hereto as Exhibit 99.1 and incorporated by reference herein.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)        Exhibits.

 

Exhibit No.   Description
99.1   News Release, dated December 29, 2021, issued by EQT Corporation.
     
104.1   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange 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:  December 29, 2021 By: /s/ William E. Jordan
  Name: William E. Jordan
  Title: Executive Vice President, General Counsel and Corporate Secretary

 

 

 

 

Exhibit 99.1

 

 

 

EQT COMMENCES DEBT TENDER OFFER

 

PITTSBURGH, December 29, 2021 -- EQT Corporation (nyse: eqt) (the Company or EQT) today announced it has commenced a tender offer (the Tender Offer) to purchase for cash up to $250.0 million aggregate principal amount (the Maximum Tender Amount) of its outstanding 3.000% Senior Notes due 2022 (the Notes).

 

The following table sets forth some of the terms of the Tender Offer:

 

Title of Notes  CUSIP Number   Principal
Amount
Outstanding
  

Tender Offer
Consideration(1)(2)

  

Early
Tender
Premium(1)

  

Total
Consideration(1)(2)(3)

 
3.000% Senior Notes due 2022   26884LAE9  $568,823,000   $962.50   $50.00   $1,012.50 

 

 

(1) Per $1,000 principal amount of Notes accepted for purchase.
(2) Does not include accrued interest, which will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable.
(3) Includes the Early Tender Premium.

 

The Tender Offer is being made upon and is subject to the terms and conditions set forth in the Offer to Purchase dated December 29, 2021 (the Offer to Purchase). The Tender Offer will expire at 11:59 p.m., New York City time, on January 27, 2022, unless extended or earlier terminated by the Company (such date and time, as it may be extended, the Expiration Date). Tenders of Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on January 12, 2022, but may not be withdrawn thereafter except in certain limited circumstances where additional withdrawal rights are required by law (the Withdrawal Deadline).

 

The consideration paid in the Tender Offer for the Notes that are validly tendered on or prior to 5:00 p.m., New York City time, on January 12, 2022 (the Early Tender Date), and accepted for purchase, will be $1,012.50 per $1,000 principal amount of Notes (the Total Consideration), as specified in the table above and in the Offer to Purchase, which includes an early tender premium of $50 per $1,000 principal amount of Notes (the Early Tender Premium). Holders of Notes who validly tender their Notes following the Early Tender Date and on or prior to the Expiration Date will receive $962.50 per $1,000 principal amount of any such Notes tendered by such holders that are accepted for purchase, which is equal to the Total Consideration minus the Early Tender Premium.

 

Payments for Notes purchased will include accrued and unpaid interest from and including the last interest payment date for the Notes up to, but not including, the applicable settlement date for such Notes accepted for purchase. The settlement date for Notes that are validly tendered on or prior to the Early Tender Date is expected to be January 14, 2022, the second business day following the Early Tender Date (the Early Settlement Date). The settlement date for the Notes that are tendered following the Early Tender Date but on or prior to the Expiration Date is expected to be January 31, 2022, the second business day after the Expiration Date (the Final Settlement Date), assuming the Maximum Tender Amount of Notes is not purchased on the Early Settlement Date.

 

The Notes may be subject to proration if the aggregate principal amount of the Notes validly tendered and not validly withdrawn would cause the Maximum Tender Amount to be exceeded. Furthermore, if the Tender Offer is fully subscribed as of the Early Tender Date, holders who validly tender Notes following the Early Tender Date will not have any of their Notes accepted for payment.

 

The Company’s obligation to accept for payment and to pay for the Notes validly tendered in the Tender Offer is subject to the satisfaction or waiver of a number of conditions described in the Offer to Purchase. The Company reserves the right, subject to applicable law, to (i) waive any and all conditions to the Tender Offer, (ii) extend, terminate or withdraw the Tender Offer, (iii) increase or decrease the Maximum Tender Amount, or (iv) otherwise amend the Tender Offer in any respect.

 

 

 

 

 

TD Securities is acting as Dealer Manager for the Tender Offer. The Information Agent and Tender Agent is Global Bondholder Services Corporation. Copies of the Offer to Purchase and any related Tender Offer materials are available by contacting the Information Agent at (866) 470-3700 (toll-free) or (212) 430-3774 (collect) or email [email protected] Questions regarding the Tender Offer should be directed to TD Securities at (866) 584-2096 (toll-free) or (212) 827-7795 (collect) or [email protected]

 

This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.

 

Investor Contact:

 

Andrew Breese

Director, Investor Relations

412.395.2555

[email protected]

 

About EQT Corporation

 

EQT Corporation is a leading independent natural gas production company with operations focused in the cores of the Marcellus and Utica Shales in the Appalachian Basin. We are dedicated to responsibly developing our world-class asset base and being the operator of choice for our stakeholders. By leveraging a culture that prioritizes operational efficiency, technology and sustainability, we seek to continuously improve the way we produce environmentally responsible, reliable and low-cost energy. We have a longstanding commitment to the safety of our employees, contractors, and communities, and to the reduction of our overall environmental footprint. Our values are evident in the way we operate and in how we interact each day – trust, teamwork, heart, and evolution are at the center of all we do.

 

Cautionary Statements

 

This news release contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Statements that do not relate strictly to historical or current facts are forward-looking. Without limiting the generality of the foregoing, forward-looking statements contained in this news release specifically include statements regarding the Company’s plans and expected timing with respect to the Tender Offer. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company has based these forward-looking statements on current expectations and assumptions about future events, taking into account all information currently available to it. While the Company considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond the Company’s control. These risks and uncertainties include, but are not limited to, volatility of commodity prices; the costs and results of drilling and operations; access to and cost of capital; uncertainties about estimates of reserves, identification of drilling locations and the ability to add proved reserves in the future; the assumptions underlying production forecasts; the quality of technical data; the Company’s ability to appropriately allocate capital and resources among its strategic opportunities; inherent hazards and risks normally incidental to drilling for, producing, transporting and storing natural gas, natural gas liquids and oil; cyber security risks; availability and cost of drilling rigs, completion services, equipment, supplies, personnel, oilfield services and water required to execute the Company’s exploration and development plans; the ability to obtain environmental and other permits and the timing thereof; the potential impacts resulting from new, or changes to current, government regulations or actions, including federal or state regulations imposing a fee or tax on methane or carbon; environmental and weather risks, including the possible impacts of climate change; and disruptions to the Company’s business due to acquisitions and other significant transactions. These and other risks are described under Part I, Item 1A., “Risk Factors” and elsewhere in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. In addition, the Company may be subject to currently unforeseen risks that may have a materially adverse impact on it. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

 

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