EQT Corporation (the Company or EQT) (NYSE: EQT) announced today that it
has priced an offering of $500 million in aggregate principal amount of
its 2.50% senior notes due October 1, 2020, $750 million in aggregate
principal amount of its 3.00% senior notes due October 1, 2022, and
$1,250 million in aggregate principal amount of its 3.90% senior notes
due October 1, 2027, at prices to the public of 99.992%, 99.738% and
99.918% of their face value, respectively. Additionally, EQT priced $500
million in aggregate principal amount of senior floating-rate notes due
October 1, 2020, at a price to the public of 100% of their face value.
EQT expects the offering to close on October 4, 2017, subject to the
satisfaction of customary closing conditions.
EQT expects to use the net proceeds from the sale of the notes, together
with cash on hand and borrowings under EQT's revolving credit facility,
to fund the cash consideration payable by EQT in connection with the
previously announced acquisition (the Merger) with Rice Energy Inc.
(Rice); to pay expenses related to the Merger and the other transactions
contemplated by the merger agreement with Rice -- including the
extinguishment of approximately $1.9 billion of net debt and preferred
equity of Rice and its subsidiaries (based on anticipated balances as of
October 31, 2017); and for general corporate purposes -- which may
include redeeming or repaying at maturity all or a portion of EQT's
senior notes and medium term notes due in 2018.
Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, and Wells Fargo Securities,
LLC are acting as joint book-running managers for the offering. Copies
of the preliminary prospectus supplement, prospectus supplement and
accompanying base prospectus relating to the offering may be obtained,
free of charge, on the Securities and Exchange Commission's website at www.sec.gov
or from the underwriters of the offering as follows: Citigroup Global
Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, NY 11717 or by calling 1-800-831-9146 or by email at prospectus@citi.com;
Deutsche Bank Securities Inc., Attn: Prospectus Group, 60 Wall Street,
New York, NY 10005-2836 or by calling 1-800-503-4611 or by email at
prospectus.cpdg@.db.com; Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Attn: Prospectus Department, 200 North College Street,
NC1-004-03-43, Charlotte, NC 28255-0001 or by calling 1-800-294-1322 or
by email at dg.prospectus_requests@baml.com;
and Wells Fargo Securities, LLC, Attn: WFS Customer Service, 608 2nd
Avenue South, Suite 1000, Minneapolis, MN 55402 or by calling
1-800-645-3751.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy the securities described herein, nor
shall there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. The offering is being made only by means of a
prospectus and related prospectus supplement meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
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.
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 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 the 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 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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