Preliminary proxy statement providing notification matters to be brought to a vote – Form PRE 14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant         ☒

Filed by a party other than the Registrant         ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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EQT Corporation

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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(1)

Title of each class of securities to which transaction applies:
   

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Aggregate number of securities to which transaction applies:
   

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(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
   

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(4)

Proposed maximum aggregate value of transaction:
   

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(5)

Total fee paid:
   

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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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(1)

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Form, Schedule or Registration Statement No.:
   

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Filing Party:
   

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Date Filed:
   

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Dear Fellow Shareholders:​

You are invited to join us at a special meeting of shareholders (the “Special Meeting”) of EQT Corporation (“EQT”), which will be held on [      ], 2021 at [      ] a.m. Eastern Time. The Special Meeting will be held in a virtual-only meeting format. If you owned common stock of EQT at the close of business on June 4, 2021, the record date, you may vote at the Special Meeting.

On May 5, 2021, EQT and its wholly owned indirect subsidiary, EQT Acquisition HoldCo LLC (“EQT Buyer”), entered into a Membership Interest Purchase Agreement (as it may be amended from time to time, the “Purchase Agreement”), with Alta Resources Development, LLC, a Delaware limited liability company (“Alta Resources”), Alta Marcellus Development, LLC, a Delaware limited liability company (“Alta Marcellus”), and ARD Operating, LLC, a Delaware limited liability company (“ARD” and, together with Alta Marcellus, the “Alta Target Entities”), pursuant to which Alta Resources agreed to sell to EQT Buyer all of the issued and outstanding equity interests of the Alta Target Entities (the “Acquisition”), which entities collectively hold all of Alta Resources’ upstream and midstream assets.

Pursuant to the terms of and the conditions contained in the Purchase Agreement, the consideration to be paid to Alta Resources for the Acquisition consists of  $1.0 billion in cash and 105,306,346 shares of EQT’s common stock (the “Stock Consideration”), which shares represented an aggregate dollar value equal to $1.925 billion as of the date of the Purchase Agreement based on the 30-day volume-weighted average price of EQT’s common stock as of May 4, 2021 ($18.28), subject to customary purchase price adjustments. The Purchase Agreement contains customary representations and warranties, covenants and agreements and has an economic effective date of January 1, 2021.

EQT’s common stock is listed on the New York Stock Exchange (the “NYSE”) under the ticker symbol “EQT.” As a result, EQT is subject to Rule 312.03 of the NYSE Listed Company Manual (“Rule 312.03”), pursuant to which shareholder approval is required prior to the issuance of securities representing 20% or more of the voting power of EQT’s outstanding stock before such issuance. The shares of EQT’s common stock to be issued pursuant to the Purchase Agreement, assuming no adjustments are made to the purchase price pursuant to the Purchase Agreement, represent approximately 38% of the voting power of EQT’s outstanding stock as of May 5, 2021.

Accordingly, at the Special Meeting, EQT’s shareholders will be asked to consider and vote upon:

(1)

a proposal to approve, for purposes of complying with Rule 312.03, the issuance of shares of common stock, no par value, of EQT in an amount that exceeds 20% of the currently outstanding shares of common stock of EQT in connection with the Acquisition (the “Stock Issuance Proposal” or “Proposal No. 1”); and

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(2)

a proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to permit solicitation of additional votes if there are insufficient votes to approve the Stock Issuance Proposal (the “Adjournment Proposal” or “Proposal No. 2”).

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Proposal No. 1 and Proposal No. 2 are more fully described in the accompanying proxy statement, which each shareholder is encouraged to read carefully. In addition to the foregoing, the Special Meeting will include the transaction of such other business as may be properly presented at the Special Meeting.

EQT is providing the accompanying proxy statement and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the Special Meeting (including following any adjournments or postponements of the Special Meeting). Information about the Special Meeting, the Acquisition and other related business to be considered by EQT’s shareholders at the Special Meeting is included in the accompanying proxy statement. Whether or not you plan to attend the Special Meeting, all shareholders are urged to read the accompanying proxy statement, including

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the Annexes and the accompanying financial statements of Alta Resources, carefully and in its entirety. In particular, you are urged to read carefully the section entitled “Risk Factors” beginning on page 13 of the accompanying proxy statement.

After careful consideration, EQT’s Board of Directors (the “Board”) has unanimously approved the Purchase Agreement and the transactions contemplated thereby, including the issuance of shares of EQT’s common stock comprising the Stock Consideration to Alta Resources, and unanimously recommends that shareholders vote “FOR” the approval of the Stock Issuance Proposal and “FOR” the approval of the Adjournment Proposal.

The affirmative vote of a majority of the votes cast by holders of EQT’s common stock present in person (including virtual presence) or represented by proxy and entitled to vote at the Special Meeting, assuming a quorum is present, is required for the approval of the Stock Issuance Proposal and the approval of the Adjournment Proposal.

Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented at the Special Meeting. If you hold your shares in “street name” through a bank, broker or other holder of record, you will need to follow the instructions provided to you by your bank, broker or other holder of record to ensure that your shares are represented and voted at the Special Meeting. The transactions contemplated by the Purchase Agreement and the closing of the Acquisition will be consummated only if the Stock Issuance Proposal is approved at the Special Meeting and all other conditions are satisfied or waived.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other holder of record how to vote, and do not vote by virtually attending and voting online during the Special Meeting, by telephone or on the Internet, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If you are a shareholder of record and you virtually attend the Special Meeting and wish to vote at the Special Meeting, you may withdraw your proxy and vote at the Special Meeting. Please vote by whichever method is most convenient for you to ensure that your shares are represented at the Special Meeting.

On behalf of the Board, I would like to thank you for your support of EQT and look forward to a successful completion of the Acquisition.

On behalf of the Board of Directors,

Toby Z. Rice
President and Chief Executive Officer
[      ], 2021

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT, PASSED UPON THE MERITS OR FAIRNESS OF THE ACQUISITION OR RELATED TRANSACTIONS CONTEMPLATED THEREBY OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURES IN THE ACCOMPANYING PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement is dated [      ], 2021 and is expected to be first mailed to EQT’s shareholders on or about [      ], 2021.

Notice of Special Meeting of
Shareholders of EQT Corporation
To Be Held [      ], 2021

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You are cordially invited to virtually attend a special meeting of shareholders (the “Special Meeting”) of EQT Corporation (“EQT”).

At the meeting, we plan to ask you to:

EQT’s Board of Directors unanimously recommends that you vote “FOR” each of these proposals.

The above proposals are more fully described in the accompanying proxy statement, which also includes, as Annex B, a copy of the Purchase Agreement. We urge you to read carefully the accompanying proxy statement in its entirety, including the Annexes.

The Special Meeting will be a virtual meeting of shareholders, conducted exclusively by webcast. You will be able to virtually attend and participate in the Special Meeting, vote your shares electronically and submit your questions during the meeting by visiting the website address listed above on the meeting date and at the time described in the accompanying proxy statement. The password for the meeting is [      ]. Please see the instructions in the “Questions and Answers About the Special Meeting” section in the accompanying proxy statement, which provides additional information on how to participate in the Special Meeting.

We urge each shareholder to promptly sign and return the enclosed proxy card or to use telephone or Internet voting.

[      ], 2021

Preliminary Proxy Statement—Subject to Completion, Dated June 1, 2021

TABLE OF CONTENTS

​	ii	​	​	SUMMARY TERM SHEET	​
​	iv	​	​	FREQUENTLY USED TERMS	​
​	1	​	​	CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	​
​	3	​	​	SUMMARY OF THE PROXY STATEMENT	​
​	13	​	​	RISK FACTORS	​
​	17	​	​	PROPOSAL NO. 1—APPROVAL OF THE ISSUANCE OF MORE THAN 20% OF THE OUTSTANDING COMMON STOCK IN CONNECTION WITH THE ACQUISITION	​
​	58	​	​	PROPOSAL NO. 2—THE ADJOURNMENT PROPOSAL	​
​	59	​	​	INFORMATION ABOUT ALTA	​
​	63	​	​	ALTA’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	​
​	73	​	​	UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	​
​	85	​	​	SELECTED RESERVE INFORMATION	​
​	88	​	​	COMPARATIVE SHARE INFORMATION	​
​	89	​	​	PRICE RANGE OF SECURITIES AND DIVIDENDS	​
​	89	​	​	APPRAISAL RIGHTS	​

​	90	​	​	QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING	​
​	98	​	​	EQUITY OWNERSHIP	​
​	100	​	​	INDEPENDENT REGISTERED ACCOUNTING FIRM	​
​	100	​	​	HOUSEHOLDING INFORMATION	​
​	100	​	​	TRANSFER AGENT AND REGISTRAR	​
​	100	​	​	SUBMISSION OF SHAREHOLDER PROPOSALS	​
​	101	​	​	FUTURE SHAREHOLDER PROPOSALS	​
​	102	​	​	WHERE YOU CAN FIND ADDITIONAL INFORMATION; INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	​
​	F-1	​	​	INDEX TO FINANCIAL STATEMENTS OF ALTA RESOURCES DEVELOPMENT, LLC AND ITS SUBSIDIARIES	​
​	A-1	​	​	ANNEX A: ALTA MARCELLUS DEVELOPMENT, LLC’S AUDIT LETTER AND RESERVES REPORT	​
​	B-1	​	​	ANNEX B: MEMBERSHIP INTEREST PURCHASE AGREEMENT	​
​	C-1	​	​	ANNEX C: FORM OF REGISTRATION RIGHTS AGREEMENT AND FORM OF LOCKUP AGREEMENT	​
​	D-1	​	​	ANNEX D: FAIRNESS OPINION OF BOFA SECURITIES, INC.	​

Summary Term Sheet

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This summary term sheet, together with the section entitled “Summary of the Proxy Statement,” summarizes certain information contained in this proxy statement, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement, including the attached Annexes, for a more complete understanding of the matters to be considered at the Special Meeting.

For definitions used commonly throughout this proxy statement, including this summary term sheet, please see the section entitled “Frequently Used Terms.”

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We are a natural gas production company with operations focused in the cores of the Marcellus and Utica Shales in the Appalachian Basin. As the largest producer of natural gas in the United States, based on average daily sales volumes, the Company is committed to being the premier producer of this environmentally friendly, reliable, low-cost energy source, while maximizing the long-term value of its assets through operational efficiency and a culture of sustainability.

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As of June 4, 2021, the record date for the Special Meeting, there were [      ] shares of Common Stock issued and outstanding, and there were no shares of preferred stock of EQT issued and outstanding.

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On May 5, 2021, the EQT Parties entered into the Purchase Agreement with the Alta Parties, pursuant to which Alta Resources agreed to sell to EQT Buyer all of the issued and outstanding equity interests of the Alta Target Entities, which entities collectively hold all of Alta Resources’ upstream and midstream assets (the “Alta Assets”). For more information about the Purchase Agreement, please see the section entitled “Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition—The Purchase Agreement.”

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For information about Alta, please see the sections entitled “Information About Alta” and “Alta’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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Pursuant to the terms of and the conditions contained in the Purchase Agreement, the consideration to be paid to Alta Resources for the Acquisition (the “Purchase Price”) consists of $1.0 billion in cash (the “Cash Consideration”) and 105,306,346 shares of Common Stock (the “Stock Consideration”), which shares represented an aggregate dollar value equal to $1.925 billion as of the date of the Purchase Agreement based on the 30-day volume-weighted average price of the Common Stock as of May 4, 2021 ($18.28), subject to customary purchase price adjustments. The Purchase Price adjustments will be estimated on the closing date, with any upward or downward adjustments to the Purchase Price to be made to the Stock Consideration; provided, if there is a downward adjustment to the Purchase Price that is in excess of the Stock Consideration, only once the Stock Consideration has been reduced to zero will adjustments be made to the Cash Consideration. The Purchase Price adjustments will then be trued-up no sooner than 60 days (but no later than 90 days) following the closing to account for the actual amounts of such adjustments as of the closing. To the extent the final Purchase Price after accounting for all adjustments is less than or greater than the estimated Purchase Price determined on the closing date, such further adjustments will be made in cash. The Purchase Agreement contains customary representations and warranties, covenants and agreements and has an economic effective date of January 1, 2021. For more information about the Purchase Agreement, please see the section entitled “Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition—The Purchase Agreement.”

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It is anticipated that, upon completion of the Acquisition, assuming no adjustments are made to the Purchase Price pursuant to the Purchase Agreement, EQT’s current shareholders will own approximately 73% of EQT and the Alta Holders will own, in the aggregate, approximately 27% of EQT.

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The Board and EQT’s management considered various factors in determining whether to approve the Purchase Agreement and the transactions contemplated thereby, including the Acquisition, which factors included (i) the Acquisition being accretive to our free cash flow and net asset value per share, which we consider key financial metrics, (ii) the Alta Assets’ attractive free cash flow profile, which we believe will accelerate our deleveraging strategy and further strengthen our commitment to achieving investment grade credit metrics, (iii) the potential to expand our footprint outside the southwestern Appalachian Basin and establish a core position in the northeast Marcellus and (iv) Alta’s business, financial condition and prospects. For more information about the Board’s reasons for approving the Acquisition, see the section entitled “Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition—The Acquisition—EQT’s Board of Directors’ Reasons for the Approval of the Acquisition and the Stock Issuance.”

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At the Special Meeting, EQT’s shareholders will be asked to consider and vote upon a proposal to approve, for purposes of complying with applicable NYSE listing rules, the issuance of shares of Common Stock in an amount that exceeds 20% of the currently outstanding shares of Common Stock in connection with the Acquisition (the “Stock Issuance Proposal” or “Proposal No. 1”). In addition to voting on the Stock Issuance Proposal at the Special Meeting, EQT’s shareholders will be asked to vote on a proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to permit solicitation of additional votes if there are insufficient votes to approve the Stock Issuance Proposal (the “Adjournment Proposal” or “Proposal No. 2”). Please see the sections entitled “Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition” and “Proposal No. 2—The Adjournment Proposal.” The Acquisition is conditioned on, among other things, the approval of the Stock Issuance Proposal at the Special Meeting. The Adjournment Proposal is not conditioned on the approval of the Stock Issuance Proposal.

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Unless waived by the EQT Parties and/or the Alta Parties, as applicable, and subject to applicable law, the closing of the Acquisition is subject to a number of conditions set forth in the Purchase Agreement, including, among others, the expiration of the waiting period under the HSR Act and receipt of shareholder approval contemplated by this proxy statement. For more information about the closing conditions applicable to the Acquisition pursuant to the Purchase Agreement, please see the section entitled “Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition—The Purchase Agreement—​Conditions to Closing of the Acquisition.”

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The Purchase Agreement provides for certain termination rights for both EQT Buyer and Alta Resources, including if the Acquisition is not consummated on or before November 1, 2021. For more information about the termination rights under the Purchase Agreement, please see the section entitled “Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition—Termination.”

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The proposed Acquisition involves numerous risks. For more information about these risks, please see the section entitled “Risk Factors.”

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Frequently Used Terms

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Throughout this proxy statement, references to “EQT Corporation” or “EQT” refer to EQT Corporation, a Pennsylvania corporation, and not its consolidated subsidiaries, and references to “we,” “us,” “our” and the “Company” refer collectively to EQT Corporation and its consolidated subsidiaries.

In addition, throughout this proxy statement, except as otherwise indicated:

“Acquisition” means the transactions contemplated by the Purchase Agreement.

“Alta” means Alta Resources and its subsidiaries.

“Alta Holders” means the direct and indirect equityholders of Alta Resources, or their designees, who will receive shares of Common Stock to be issued as Stock Consideration at the closing of the Acquisition.

“Alta Marcellus” means Alta Marcellus Development, LLC, a Delaware limited liability company and a wholly owned subsidiary of Alta Resources.

“Alta Parties” means Alta, Alta Marcellus and ARD.

“Alta Resources” or “Seller” means Alta Resources Development, LLC, a Delaware limited liability company.

“Alta Target Entities” means Alta Marcellus and ARD.

“Appalachian Basin” means the area of the United States composed of those portions of West Virginia, Pennsylvania, Ohio, Maryland, Kentucky and Virginia that lie in the Appalachian Mountains.

“ARD” means ARD Operating, LLC, a Delaware limited liability company and a wholly owned subsidiary of Alta Resources.

“Barrel” or “Bbl“ means one barrel of petroleum products that equals 42 U.S. gallons.

“Bcf” means billion cubic feet.

“Bcfe” means billion cubic feet of natural gas equivalents, with one barrel of NGLs and crude oil being equivalent to 6,000 cubic feet of natural gas.

“Board” or “Board of Directors” means the board of directors of EQT.

“Boe” means one barrel of oil equivalent, calculated by converting natural gas volumes to equivalent oil barrels at a ratio of six Mcf to one barrel of oil.

“BofA Securities” means BofA Securities, Inc., financial advisor to EQT with respect to the Acquisition.

“British Thermal Unit” or “BTU” means a unit of energy needed to raise the temperature of one pound of water by one degree Fahrenheit.

“Common Stock” means the shares of common stock, no par value, of EQT.

“Company,” “we,” “us” or “our” means EQT Corporation, a Pennsylvania corporation, and its subsidiaries.

“Computershare” means Computershare Limited, EQT’s transfer agent.

“D.F. King” means D.F. King & Co., Inc., EQT’s proxy solicitor.

“EQT” means EQT Corporation, a Pennsylvania corporation.

“EQT Buyer” means EQT Acquisition HoldCo LLC, a Delaware limited liability company and wholly owned indirect subsidiary of EQT.

“EQT Parties” means EQT and EQT Buyer.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“EY” means Ernst & Young LLP, independent registered public accounting firm to EQT.

“GAAP” means accounting principles generally accepted in the United States as in effect from time to time.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Hydrocarbons” means any hydrocarbon-containing substance, crude oil, natural gas, condensate, drip gas and natural gas liquids, coalbed gas, ethane, propane, iso-butane, nor-butane, gasoline, scrubber liquids and other liquids or gaseous hydrocarbons or other substances (including minerals or gases), or any combination thereof, produced or associated therewith.

“Kirkland & Ellis” means Kirkland & Ellis LLP, counsel to Alta Resources with respect to the Acquisition.

“Latham & Watkins” means Latham & Watkins LLP, counsel to EQT with respect to the Acquisition.

“MBbls” means one thousand barrels.

“MBbls/d” means one thousand barrels per day.

“MBoe” means one thousand barrels of oil equivalent.

“MBoe/d” means one thousand barrels of oil equivalent per day.

“Mcf” means one thousand cubic feet.

“Mcfe” means one thousand cubic feet of natural gas equivalents, with one barrel of NGLs and crude oil being equivalent to 6,000 cubic feet of natural gas.

“MMbbl” means one million barrels.

“MMBtu” means one million British thermal units.

“MMcf” means one million cubic feet.

“MMcf/d” means one million cubic feet per day.

“MMcfe/d” means one million cubic feet of natural gas equivalents, with one barrel of NGLs and crude oil being equivalent to 6,000 cubic feet of natural gas, per day.

“NGL” means natural gas liquids. Natural gas liquids result from natural gas processing and crude oil refining and are used as petrochemical feedstocks, heating fuels and gasoline additives, among other applications.

“NYSE” means the New York Stock Exchange.

“NYSE Listing Rule 312.03” means Rule 312.03 of the NYSE Listed Company Manual.

“PBCL” means the Pennsylvania Business Corporation Law.

“Purchase Agreement” means that certain Membership Interest Purchase Agreement, dated as of May 5, 2021, as it may be amended from time to time, by and among the EQT Parties and the Alta Parties, a copy of which is included as Annex B.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Special Meeting” means the special meeting of EQT’s shareholders that is the subject of this proxy statement.

“Target Interests” means all of the issued and outstanding equity interests of the Alta Target Entities.

“Tcfe” means trillion cubic feet of natural gas equivalents, with one barrel of NGLs and crude oil being equivalent to 6,000 cubic feet of natural gas.

Preliminary Proxy Statement—Subject to Completion, Dated June 1, 2021

On behalf of the Board, EQT is soliciting proxies to be voted at the Special Meeting to be held on [      ], 2021 at [      ] a.m. Eastern Time, for the purposes set forth herein. Giving us your proxy means you authorize us to vote your shares at the meeting in the manner you direct.

This proxy statement and the form of proxy were first mailed on or about [      ], 2021 to all shareholders of EQT as of June 4, 2021, the record date for the Special Meeting. This proxy statement contains important information about the items you will vote on at the Special Meeting and about the voting process.

Cautionary Statement Regarding
Forward-Looking Statements

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Some of the information included in this proxy statement and the documents incorporated by reference may contain forward-looking statements within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act. Statements that do not relate strictly to historical or current facts are forward-looking and are usually identified by the use of words such as “anticipate,” “estimate,” “could,” “would,” “should,” “will,” “may,” “forecast,” “approximate,” “expect,” “project,” “intend,” “plan,” “believe” and other similar words.

Without limiting the generality of the foregoing, forward-looking statements contained in this proxy statement and the documents incorporated by reference include the expectations of our plans, strategies, objectives and growth and anticipated financial and operational performance, including guidance regarding our strategy to develop our reserves; drilling plans and programs (including availability of capital to complete these plans and programs); the projected scope and timing of our combo-development projects; estimated reserves, including potential future downward adjustments of reserves and reserve life; total resource potential and drilling inventory duration; projected production and sales volume and growth rates (including liquids production and sales volume and growth rates); natural gas prices; changes in basis and the impact of commodity prices on our business; potential future impairments of our assets; our ability to reduce our well costs and capital expenditures, and the timing of achieving any such reductions; infrastructure programs; the cost, capacity and timing of obtaining regulatory approvals; our ability to successfully implement and execute our operational, organizational, technological and ESG initiatives, and achieve the anticipated results of such initiatives; projected reductions of our gathering and compression rates resulting from our consolidated gas gathering and compression agreement with Equitrans Midstream Corporation (“Equitrans Midstream”), and the anticipated cost savings and other strategic benefits associated with the execution of such agreement; monetization transactions, including asset sales, joint ventures or other transactions involving our assets, and our planned use of the proceeds from such monetization transactions; potential or pending acquisition transactions, including the Acquisition, or other strategic transactions, the timing thereof and our ability to achieve the intended operational, financial and strategic benefits from any such transactions; the timing and structure of any dispositions of our remaining retained shares of Equitrans Midstream’s common stock, and the planned use of the proceeds from any such dispositions; the amount and timing of any repayments, redemptions or repurchases of Common Stock, outstanding debt securities or other debt instruments; our ability to reduce our debt and the timing of such reductions, if any; projected dividends, if any; projected cash flows and free cash flow; projected capital expenditures; liquidity and financing requirements, including funding sources and availability; our ability to maintain or improve our credit ratings, leverage levels and financial profile; our hedging strategy; the effects of litigation, government regulation and tax position; and the expected impact of changes to tax laws.

The forward-looking statements included in this proxy statement and the documents incorporated by reference 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

Cautionary Statement Regarding Forward-Looking Statements

statements as a prediction of actual results. We have based these forward-looking statements on current expectations and assumptions about future events, taking into account all information currently known by us. While we consider 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 our control. These risks and uncertainties include, but are not limited to, the 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; our ability to appropriately allocate capital and resources among our strategic opportunities; inherent hazards and risks normally incidental to drilling for, producing, transporting and storing natural gas, NGLs and oil; cyber security risks; availability and cost of drilling rigs, completion services, equipment, supplies, personnel, oilfield services and water required to execute our exploration and development plans; the ability to obtain environmental and other permits and the timing thereof; government regulation or action; environmental and weather risks, including the possible impacts of climate change; and disruptions to our business due to acquisitions and other significant transactions, including the Acquisition. These and other risks and uncertainties are described under the “Risk Factors” section of this proxy statement and under Part I, Item 1A., “Risk Factors” and elsewhere in EQT’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “Annual Report”). In addition, we may be subject to currently unforeseen risks that may have a materially adverse impact on us.

Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake 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.

Summary of the Proxy Statement

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Risk Factors

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You should carefully review and consider the following risk factors and the other information contained in this proxy statement, including the financial statements and notes to the financial statements included herein, in evaluating the Acquisition and the proposals to be voted on at the Special Meeting. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have an adverse effect on the business, cash flows, financial condition and results of operations of the Company. You should also carefully consider the following risk factors in addition to the other information included in this proxy statement, including matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” We or Alta may face additional risks and uncertainties that are not presently known to us or Alta, or that we or Alta currently deem immaterial, which may also impair our or Alta’s business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

Risk Factors Relating to the Acquisition

The Acquisition is subject to conditions, including certain conditions that may not be satisfied or completed on a timely basis or at all. Failure to complete the Acquisition could have material and adverse effects on us.

Completion of the Acquisition is subject to a number of conditions, including, among other things, obtaining the approval of EQT’s shareholders of the issuance of the shares of Common Stock that constitute the Stock Consideration and the expiration of the applicable waiting period under the HSR Act. Such conditions, some of which are beyond our control, may not be satisfied or waived in a timely manner or at all and therefore make the completion and timing of the completion of the Acquisition uncertain. In addition, the Purchase Agreement contains certain termination rights for both us and Alta, which if exercised, will also result in the Acquisition not being consummated. Furthermore, the governmental authorities from which the regulatory approvals are required may impose conditions on the completion of the Acquisition or require changes to the terms thereof. Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying or impeding consummation of the transactions or of imposing additional costs or limitations on us or Alta following completion of the Acquisition, any of which might have an adverse effect on us following completion of the Acquisition.

If the Acquisition is not completed, our ongoing business may be adversely affected and, without realizing any of the benefits of having completed the Acquisition, we will be subject to a number of risks, including the following:

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we will be required to pay our costs relating to the Acquisition, such as legal, accounting and financial advisory, whether or not the Acquisition is completed;

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time and resources committed by our management to matters relating to the Acquisition could otherwise have been devoted to pursuing other beneficial opportunities; and

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the market price of the Common Stock could decline to the extent that the current market price reflects a market assumption that the Alta Acquisition will be completed.

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In addition to the above risks, if the Purchase Agreement is terminated and the Board seeks another acquisition, EQT’s shareholders cannot be certain that we will be able to find a party willing to enter into a transaction as attractive to us as the Acquisition. Also, if the Purchase Agreement is terminated under certain specified circumstances, EQT would be required to pay Alta a termination fee.

We and Alta will be subject to business uncertainties while the Acquisition is pending, which could adversely affect our business.

In connection with the pendency of the Acquisition, it is possible that certain persons with whom we or Alta have a business relationship may delay or defer certain business decisions or might decide to

Risk Factors

seek to terminate, change or renegotiate their relationships with us or Alta, as the case may be, as a result of the Acquisition, which could negatively affect our or Alta’s revenues, earnings and cash flows as well as the market price of the Common Stock, regardless of whether the Acquisition is completed. Also, our and Alta’s ability to attract, retain and motivate employees may be impaired until the Acquisition is completed, and our ability to do so may be impaired for a period of time thereafter, as current and prospective employees may experience uncertainty about their roles within the Company following the Acquisition.

Under the terms of the Purchase Agreement, both we and Alta are subject to certain restrictions on the conduct of business prior to the consummation of the Acquisition, which may adversely affect our and Alta’s ability to execute certain of our and Alta’s business strategies, including the ability in certain cases to modify or enter into certain contracts, acquire or dispose of certain assets, incur or prepay certain indebtedness, incur encumbrances, make capital expenditures or settle claims. Such limitations could negatively affect our and Alta’s businesses and operations prior to the completion of the Acquisition.

We will incur significant transaction costs in connection with the Acquisition.

We have incurred and are expected to continue to incur a number of non-recurring costs associated with the Acquisition, combining the operations of Alta with ours and achieving desired synergies. These costs have been, and will continue to be, substantial and, in many cases, will be borne by us whether or not the Acquisition is completed. A substantial majority of non-recurring expenses will consist of transaction costs and include, among others, fees paid to financial, legal, accounting and other advisors and employee retention, severance, and benefit costs. We will also incur costs related to formulating and implementing integration plans. Although we expect that the elimination of duplicative costs, as well as the realization of synergies and efficiencies related to the integration of the Alta Assets, should allow us to offset these transaction costs over time, this net benefit may not be achieved in the near term or at all.

Securities class action and derivative lawsuits may be brought against us in connection with the Acquisition, which could result in substantial costs and may delay or prevent the Acquisition from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition.

Lawsuits that may be brought against us, Alta or our or their directors could also seek, among other things, injunctive relief or other equitable relief, including a request to enjoin us from consummating the Acquisition. One of the conditions to the closing of the Acquisition is that no injunction by any court or other tribunal of competent jurisdiction has been entered and continues to be in effect and no law has been adopted or is effective, in either case that prohibits or makes illegal the closing of the Acquisition. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Acquisition, that injunction may delay or prevent the Acquisition from being completed within the expected timeframe or at all, which may adversely affect our business, financial position and results of operation.

The unaudited pro forma condensed combined financial information and the pro forma reserves information in this proxy statement is presented for illustrative purposes only and may not be reflective of our operating results, financial condition or reserves following completion of the Acquisition.

The unaudited pro forma condensed combined financial information in this proxy statement is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the Acquisition been completed on the dates indicated. Similarly, the pro forma reserves information in this proxy statement is presented for illustrative purposes only and is not necessarily indicative of what our reserves would have been had the

Risk Factors​

Acquisition been completed on the dates indicated. Further, our actual results and financial position after the Acquisition may differ materially and adversely from the pro forma information that is included in this proxy statement.

The unaudited pro forma condensed combined financial information has been prepared with the assumption that we will be identified as the acquirer under U.S. generally accepted accounting principles and reflects adjustments based upon preliminary estimates of the fair value of assets to be acquired and liabilities to be assumed.

Risk Factors Relating to the Company Following the Acquisition

If the Acquisition is consummated, we may be unable to successfully integrate Alta’s business into our business or achieve the anticipated benefits of the Acquisition.

Our ability to achieve the anticipated benefits of the Acquisition will depend in part upon whether we can integrate Alta’s business into our existing business in an efficient and effective manner. We may not be able to accomplish this integration process successfully. The successful acquisition of producing properties, including those owned by Alta, requires an assessment of several factors, including:

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recoverable reserves;

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future natural gas and oil prices and their appropriate differentials;

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availability and cost of transportation of production to markets;

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availability and cost of drilling equipment and of skilled personnel;

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development and operating costs including access to water and potential environmental and other liabilities; and

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regulatory, permitting and similar matters.

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The accuracy of these assessments is inherently uncertain. In connection with these assessments, we have performed a review of the subject properties that we believe to be generally consistent with industry practices. The review was based on our analysis of historical production data, assumptions regarding capital expenditures and anticipated production declines. Data used in such review was furnished by Alta or obtained from publicly available sources. Our review may not reveal all existing or potential problems or permit us to fully assess the deficiencies and potential recoverable reserves for all of the acquired properties, and the reserves and production related to the Alta Assets may differ materially after such data is reviewed further by us. Inspections will not always be performed on every well, and environmental problems are not necessarily observable even when an inspection is undertaken. Even when problems are identified, Alta may be unwilling or unable to provide effective contractual protection against all or a portion of the underlying deficiencies. We are often not entitled to contractual indemnification for environmental liabilities and acquire properties on an “as is” basis, and, as is the case with certain liabilities associated with the Alta Assets, we are entitled to remedies for only certain environmental liabilities. Additionally, we will not have the ability to control operations with respect to the portion of the Alta Assets in which Alta holds only a non-operating interest. The integration process may be subject to delays or changed circumstances, and we can give no assurance that the Alta Assets will perform in accordance with our expectations or that our expectations with respect to integration or cost savings as a result of the Alta Acquisition will materialize.

The Company’s results may suffer if it does not effectively manage its expanded operations following the Acquisition.

Following completion of the Acquisition, the size of the Company’s business will increase significantly beyond its current size. The Company’s future success will depend, in part, on the Company’s ability to manage this expanded business, which poses numerous risks and uncertainties, including the need to integrate the operations and business of Alta into the Company’s existing business in an efficient and

Risk Factors

timely manner, to combine systems and management controls and to integrate relationships with customers, vendors and business partners.

EQT’s current shareholders will have a reduced ownership and voting interest after the Acquisition compared to their current ownership and will exercise less influence over management.

Based on the number of outstanding shares of Common Stock as of June 4, 2021, immediately after the Acquisition is completed, it is expected that, on a fully-diluted basis, EQT’s current shareholders will collectively own approximately 73% and the Alta Holders will own, in the aggregate, approximately 27% of the outstanding shares of Common Stock (assuming no adjustments are made to the Purchase Price pursuant to the Purchase Agreement). As a result of the Acquisition, EQT’s current shareholders will own a smaller percentage of EQT than they currently own, and as a result will have less influence on EQT’s management and policies.

Sales of substantial amounts of the Common Stock in the open market by Alta Holders could depress the Company’s stock price.

Shares of Common Stock that are issued to the Alta Holders in the Acquisition will become freely tradable once registered pursuant to the Registration Rights Agreement or sold in compliance with Rule 144 promulgated under the Securities Act. Pursuant to the Registration Rights Agreement, all of the shares of Common Stock issued as Stock Consideration to any Alta Holder who is a party to the Registration Rights Agreement will be registered for resale. Once registered, the Common Stock held by such Alta Holders will have no restrictions or require further registration under the Securities Act.

The Alta Holders may wish to dispose of some or all of their interests in EQT, and as a result may seek to sell their shares of Common Stock. These sales (or the perception that these sales may occur), coupled with the increase in the outstanding number of shares of Common Stock, may affect the market for, and the market price of, the Common Stock in an adverse manner.

If the Acquisition is completed and EQT’s shareholders, including the Alta Holders, sell substantial amounts of Common Stock in the public market following the closing of the Acquisition, the market price of the Common Stock may decrease. These sales might also make it more difficult for EQT to raise capital by selling equity or equity-related securities at a time and price that it otherwise would deem appropriate.

Following the completion of the Acquisition, the Company may be exposed to additional commodity price risk as a result of the Acquisition of Alta’s upstream assets.

The prices for natural gas have historically been volatile, and we expect this volatility to continue in the future. Additionally, differentials in local basis in the northeastern portion of Pennsylvania, where the Alta Assets are located, have been historically, and are anticipated to continue to be, volatile. The Acquisition may increase the Company’s exposure to these, or other, commodity price risks.

To mitigate its exposure to changes in commodity prices, Alta hedges natural gas from time to time, primarily through the use of certain derivative commodity instruments. Alta’s existing hedges currently cover approximately 35% of its production through 2022. The Company will bear the economic impact of all of Alta’s current hedges following the completion of the Acquisition. Actual natural gas prices may differ from the Company’s expectations and, as a result, such hedges could have a negative impact on the Company’s business.

Risks Relating to the Company’s Business

You should read and consider risk factors specific to the Company’s businesses that will continue to affect the Company after the completion of the Acquisition. These risks are described in the Annual Report, which is incorporated by reference herein.

Risks Relating to Alta’s Business

The businesses of Alta and the Company are subject to substantially similar risks and uncertainties. Alta’s business is and will be subject to the risks described above. In addition, Alta’s business is, and will continue to be, subject to the business risks described in the Annual Report, which is incorporated by reference herein.

Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition

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(Proposal No. 1 on the proxy card)

Overview

A portion of the consideration to be paid to Alta Resources in connection with the Acquisition will be the Stock Consideration, which consists of 105,306,346 shares of Common Stock, assuming no adjustments are made to the Purchase Price pursuant to the Purchase Agreement.

The terms of the Purchase Agreement and the Registration Rights Agreement are complex and only briefly summarized below. For further information, please see the full text of the Purchase Agreement, which is attached as Annex B hereto, and the form of Registration Rights Agreement, which is attached as Annex C hereto. The discussion herein is qualified in its entirety by reference to such documents.

We are asking EQT’s shareholders to approve the issuance of the Stock Consideration pursuant to the terms of the Purchase Agreement in connection with the Acquisition. EQT’s shareholders should read carefully this proxy statement in its entirety for more detailed information concerning the Purchase Agreement, which is attached as Annex B to this proxy statement. Please see the subsection entitled “The Purchase Agreement” below, for additional information and a summary of certain terms of the Purchase Agreement. You are urged to read carefully the Purchase Agreement in its entirety before voting on this proposal.

We may consummate the Acquisition only if this Stock Issuance Proposal is approved by the affirmative vote of a majority of the votes cast by holders of the outstanding shares of Common Stock present in person or represented by proxy and entitled to vote at the Special Meeting.

The Purchase Agreement

This subsection of the proxy statement describes the material provisions of the Purchase Agreement, but does not purport to describe all of the terms of the Purchase Agreement. The following summary is qualified in its entirety by reference to the complete text of the Purchase Agreement, which is attached as Annex B hereto. You are urged to read the Purchase Agreement in its entirety because it is the primary legal document that governs the Acquisition.

The Purchase Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Purchase Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Purchase Agreement. The representations, warranties and covenants in the Purchase Agreement are also modified in important part by the underlying disclosure schedules, which we refer to as the “Schedules,” which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts.

Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition

General Description of the Purchase Agreement

On May 5, 2021, EQT and its wholly owned indirect subsidiary, EQT Buyer, entered into the Purchase Agreement with the Alta Parties, pursuant to which Alta Resources agreed to sell to EQT Buyer all of the outstanding equity interests of the Alta Target Entities, which entities collectively hold all of Alta Resources’ upstream and midstream assets. After giving effect to the Acquisition, (i) the Alta Target Entities will continue as indirect subsidiaries of EQT and (ii) the Alta Holders will hold a portion of the outstanding shares of Common Stock.

Pursuant to the terms and conditions of the Purchase Agreement, Alta Resources will sell, transfer and assign to EQT Buyer, and EQT Buyer will purchase and accept, in each case, at the closing of the transactions contemplated by the Purchase Agreement, the Target Interests, free and clear of all encumbrances (other than (i) encumbrances arising under federal and state securities laws, (ii) encumbrances arising pursuant to the organizational documents of each Alta Target Entity and (iii) encumbrances imposed by the EQT Parties or any of their affiliates). The aggregate consideration that will be paid for the Target Interests is $2.925 billion consisting of: (i) an amount in cash equal to $1.0 billion and (ii) 105,306,346 shares of Common Stock, which have an aggregate dollar value equal to $1.925 billion as of the date of the Purchase Agreement, based on a reference price of  $18.28 per share (as determined by the 30-day volume-weighted average price of EQT’s Common Stock as of May 4, 2021). The Purchase Price is subject to certain customary adjustments, including for proceeds from the sale of hydrocarbons, the market value of hydrocarbons in storage, property costs, imbalances, contributions, working capital as of December 31, 2020, indebtedness for borrowed money not repaid in connection with the closing, title defects, environmental defects, the value of retained assets, leakage (including dividends, payments for share redemptions, certain payments attributable to indebtedness and certain taxes) and transaction expenses. In addition, on the day after the execution of the Purchase Agreement, EQT delivered to an escrow agent, on behalf of EQT Buyer, a cash amount equal to $146.25 million (the “Deposit”), to ensure the EQT Parties’ performance of their obligations under the Purchase Agreement and for certain other purposes set forth therein, which Deposit will be credited towards the Purchase Price and distributed to Alta Resources if closing occurs, and otherwise will be distributed pursuant to the terms of the Purchase Agreement, as further described in the “Termination” section below.

In connection with the Purchase Agreement, Alta Resources and EQT and/or their affiliates will enter into certain related agreements, including the Registration Rights Agreement, the Lockup Agreements and certain other agreements, documents, instruments and certificates contemplated by the Purchase Agreement to be executed in connection with the transactions contemplated thereby (collectively, with the escrow agreement executed on the date on which the Purchase Agreement was executed for purposes of the Deposit, the “Related Agreements”).

Alta Material Adverse Effect

Under the Purchase Agreement, certain representations and warranties of the Alta Parties are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred. Pursuant to the Purchase Agreement, a “Material Adverse Effect” means any change, effect, event or occurrence (for the purposes of this definition, each, an “event”) (whether foreseeable or not and whether covered by insurance or not) that, individually or in the aggregate, has resulted in, results in or is reasonably expected to result in, (a) a material adverse effect or change in the business, operations, financial condition or results of operations of the Alta Target Entities and their subsidiaries, taken as a whole, as currently owned and operated, or (b) a material adverse effect upon the ability of the Alta Parties to consummate the transactions contemplated by, and perform their respective obligations under, the Purchase Agreement; provided, however, that none of the following will be deemed to constitute a Material Adverse Effect, or will be considered in determining whether a Material Adverse Effect has occurred: (i) any adverse change, event, development, or effect (whether short-term or long-term) arising from or relating to (A) changes that are the result of factors generally affecting the industries or markets in which the Alta Target Entities and their subsidiaries operate; (B) any adverse change, effect or circumstance arising out of the announcement (intentional or otherwise) of the transactions contemplated by the Purchase

Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition​

Agreement, including (1) losses or threatened losses of, or any adverse change in the relationship with, employees, customers, suppliers, distributors, financing sources, licensors, licensees or others having relationships with the Alta Target Entities and their subsidiaries and (2) the initiation of litigation or other administrative proceedings by any person with respect to the Purchase Agreement or any of the transactions contemplated by the date of the Purchase Agreement; (C) changes in law or GAAP or the interpretation thereof on or following the date of the Purchase Agreement and any restriction imposed by a governmental entity; (D) any failure of the Alta Target Entities or any of their subsidiaries to achieve any periodic earnings, revenue, expense, sales or other estimated projection, forecast or budget prior to the closing (but excluding the underlying cause of such failure if it otherwise constitutes a “Material Adverse Effect”); (E) changes that are the result of economic factors affecting the national, regional or world economy or financial markets; (F) any change in the financial, banking, or securities markets; (G) any earthquake, hurricane, tsunami, tornado, flood, mudslide, wildfire, or other natural disaster or act of god, and other force majeure event; (H) any national or international political or social conditions in any jurisdiction in which the Alta Target Entities or any of their subsidiaries conducts business; (I) the engagement by the United States in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence or the escalation of any military or terrorist attack upon the United States, or any United States territories, possessions or diplomatic or consular offices or upon any United States military installation, equipment or personnel; (J) any action by a party to the Purchase Agreement expressly required or expressly permitted by the Purchase Agreement; (K) changes in prices for oil and gas or other commodities, goods or services; (L) the availability, liquidity or costs of hedges; (M) casualty losses or any reclassification or recalculation of reserves in the ordinary course of business; (N) natural declines in well performance; (O) the outbreak or continuation of or any escalation or worsening of any epidemic, pandemic or disease (including the COVID-19 pandemic), or any law, directive, pronouncement or guideline issued by a governmental entity who has jurisdiction over the Alta Target Entities or any of their subsidiaries, providing for business closures, “sheltering-in-place” or other restrictions that relate to, or arise out of, an epidemic, pandemic or disease outbreak (including actions or inactions taken or plans, procedures or practices adopted (and compliance therewith), in each case, in connection with or in respect to any law, order, directive, guidelines or recommendations by any governmental entity (including the Centers for Disease Control and Prevention and the World Health Organization) in connection with or in response to COVID-19) or any change in such law, directive, pronouncement or guideline or interpretation thereof following the date of the Purchase Agreement; (P) any action taken (or omitted to be taken) by the Alta Parties or any of their subsidiaries, and the direct consequences thereof, at the written request of or with the written consent of the EQT Parties after the date of the Purchase Agreement, and (ii) any adverse change in or effect on the business of any Alta Target Entities or any of their subsidiaries that is fully cured before the earlier of  (A) the closing date and (B) the date on which the Purchase Agreement is terminated pursuant to the terms thereof; provided, however, that any event to in clause (C), (E), (H), (K) or (L) shall be taken into account for purposes of determining whether there has been a Material Adverse Effect if and to the extent that such event disproportionately adversely affects such entity, as compared to other similarly situated entities operating in the industries and general geographic areas in which such entity operates.

Closing of the Acquisition

The closing of the Acquisition is scheduled to take place by the electronic exchange of documents on July 12, 2021, unless the conditions described below under the subsection “Conditions to Closing of the Acquisition” have not been satisfied, or, if permissible, waived by the party entitled to the benefit of the same (other than those conditions which by their terms are required to be satisfied at closing, but subject to the satisfaction or waiver of such conditions) by the scheduled closing date, in which case the closing will take place on the third business day after such conditions have been satisfied, or, if permissible, waived by the party to the Purchase Agreement entitled to the benefit of the same (other than those conditions which by their terms are required to be satisfied at closing, but subject to the satisfaction or waiver of such conditions) or on such other date as Alta Resources and EQT mutually agree in writing.

Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition

Conditions to Closing of the Acquisition

Conditions to Each Party’s Obligations

The respective obligations of the EQT Parties and the Alta Parties to consummate and effect the Acquisition and the other transactions contemplated by the Purchase Agreement are subject to the satisfaction, at or prior to the closing of the Acquisition, of each of the following conditions:

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no applicable law shall be in effect that makes the consummation of the transactions contemplated by the Purchase Agreement illegal; no final and non-appealable order shall be in effect that prevents the consummation of the transactions contemplated by the Purchase Agreement or any agreements delivered in connection therewith; and no governmental entity of the United States or any state thereof having jurisdiction over any party shall have issued any order, award or judgment that restrains, prohibits, enjoins or declares illegal the transactions contemplated to occur at the closing of the Acquisition;

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all required governmental approvals (being those required under the HSR Act and from the Federal Communications Commission in connection with the transfer of the Alta Parties’ call sign authorization) shall have been obtained, made or given, and shall be in full force and effect or shall have occurred, and any applicable waiting period (and any extension thereof) under the HSR Act shall have expired;

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the approval by the holders of a majority of the outstanding shares of Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote thereon of the issuance of shares of Common Stock in an amount that exceeds 20% of the currently outstanding shares of Common Stock in connection with the transactions contemplated by the Purchase Agreement, in accordance with the rules and regulations of the NYSE shall have been obtained in accordance with applicable law, NYSE rules and EQT’s certificate of incorporation, bylaws and other governing documents; and

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the sum of  (i) all title defect amounts (net of offsetting title benefits) that exceed $160,000, (ii) all environmental defect amounts that exceed $150,000 and (iii) the allocated value of all casualty losses, shall be less than $585.0 million.

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Conditions to the Alta Parties’ Obligations

The obligations of the Alta Parties to consummate and effect the Acquisition and the other transactions contemplated by the Purchase Agreement are subject to the satisfaction, at or prior to the closing of the Acquisition, of each of the following conditions, any of which may be waived, in writing, exclusively by the Alta Parties:

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(a) the fundamental representations and warranties of the EQT Parties (i.e., representations related to organization, authority, enforceability, bankruptcy and brokerage arrangements) shall be true and correct in all material respects as of the date of the Purchase Agreement and the closing date (except to the extent such representations and warranties speak to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date); (b) the superfundamental representations and warranties of the EQT Parties (i.e., representations related to the Shareholder Approval, solvency, sufficient funds, capitalization of EQT, sufficient Common Stock, the issuance of the Stock Consideration to Alta Resources and resale registration) (in each case, without giving effect to any materiality or material adverse effect qualifiers contained therein) shall be true and correct in all respects except for de minimis inaccuracies as of the date of the Purchase Agreement and the closing date (except to the extent such representations and warranties speak to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date); and (c) all other representations and warranties of the EQT Parties shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “material adverse effect” or other similar words of import) as of the date of the Purchase Agreement and the closing date (except to the extent such representations and warranties speak to an earlier date, in which case such representations and warranties shall be true and correct as of such

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Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition​

earlier date), except, with respect to this clause (c), to the extent the failure of such representations and warranties to be so true and correct has not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect;

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the EQT Parties shall have performed or complied in all material respects with all covenants required by the Purchase Agreement to be performed or complied with by the EQT Parties at or prior to closing; and

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the EQT Parties shall have delivered (or be ready, willing and able to deliver) all documents, instruments and certificates required to be delivered at the closing by the EQT Parties pursuant to the Purchase Agreement.

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Conditions to the EQT Parties’ Obligations

The obligations of the EQT Parties to consummate and effect the Acquisition and the other transactions contemplated by the Purchase Agreement are subject to the satisfaction, at or prior to the closing of the Acquisition, of each of the following conditions, any of which may be waived, in writing, exclusively by the EQT Parties:

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(a) the fundamental representations and warranties of the Alta Parties (i.e., representations related to organization, authority, enforceability, no violation or breach of the Alta Parties’ governing documents, bankruptcy and the capitalization of the Alta Target Entities’ subsidiaries) shall be true and correct in all respects as of the date of the Purchase Agreement and the closing date (except to the extent such representations and warranties speak to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date); (b) the superfundamental representations and warranties of the Alta Parties regarding Alta Resources’ title to the Target Interests and the capitalization of the Alta Target Entities (in each case, without giving effect to any materiality or Material Adverse Effect (as defined below) qualifiers contained therein) shall be true and correct in all respects except for de minimis inaccuracies as of the date of the Purchase Agreement and the closing date (except to the extent such representations and warranties speak to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date); and (c) all other representations and warranties of the Alta Parties shall be true and correct (disregarding all qualifications or limitations as to “materiality,” “Material Adverse Effect” or other similar words of import) as of the date of the Purchase Agreement and the closing date (except to the extent such representations and warranties speak to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), except, with respect to this clause (c), to the extent the failure of such representations and warranties to be so true and correct has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

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the Alta Parties shall have performed or complied in all material respects with all covenants required by the Purchase Agreement to be performed or complied with by the Alta Parties at or prior to closing; and

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the Alta Parties shall have delivered (or be ready, willing and able to deliver) all documents, instruments and certificates required to be delivered at the closing by the Alta Parties pursuant to the Purchase Agreement.

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Title and Environmental Defects and Casualty Losses

The Purchase Agreement includes a customary title defect mechanism, including the following:

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EQT shall have the right during the period from the date of the Purchase Agreement until 5:00 p.m. Central Standard Time on July 6, 2021 (the “Examination Period”) to submit title defect notices to the Alta Parties, asserting the existence of alleged title defects. Alta Resources shall have the right, but not the obligation, in its sole discretion, to attempt to cure (or to cause the Alta Target Entities and their subsidiaries to attempt cure), at Alta Resources’ sole cost, any asserted title defects, during the period until the date that is 90 days following the closing date.

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Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition

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If a title defect is not waived by EQT or cured prior to closing, then, subject to the Title Threshold Amount and the Title Deductible Amount (each as defined below), Alta Resources may elect in its sole discretion to (i) convey the affected property to EQT and reduce the Purchase Price by the amount of such title defect (as determined pursuant to the Purchase Agreement), (ii) solely if EQT consents, indemnify EQT against all losses arising from such title defect, or (iii) if the asserted amount of such title defect is equal to or greater than 100% of the allocated value of the affected property, retain such property and any associated assets or properties. If Alta Resources elects to cure a title defect during the 90-day post-closing cure period, the affected property will be included in the closing and the applicable Title Defect Amount attributable to the title defect will be held in an escrow account and released to the appropriate party upon final cure or expiration of the cure period.

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EQT is obligated to notify the Alta Parties if EQT identifies any title benefits, which will offset any downward adjustments to the Purchase Price in respect of any title defects. The Alta Parties have the right, but not the obligation, to notify EQT if they discover any title benefits.

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The Purchase Agreement contains customary mechanisms for determining the amounts of any title defects and resolving any disputes in connection therewith.

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EQT shall not have any right to assert, or recover for hereunder (and no adjustment to the Purchase Price shall be made for), any individual title defect with a title defect amount less than $160,000 (the “Title Threshold Amount”).

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There shall be no adjustment to the Purchase Price for any title defects unless and until the sum of each individual title defect amount (calculated separately for each title defect property affected by such title defect) in excess of the Title Threshold Amount, exceeds $54,112,500 (the “Title Deductible Amount”), after which time EQT shall be entitled to adjustments to the Purchase Price only for amounts in excess of the Title Deductible Amount.

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The Purchase Agreement also includes a customary environmental defect mechanism, including the following:

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EQT shall have the right during the Examination Period to submit environmental defect notices to the Alta Parties, asserting the existence of alleged environmental defects. Alta Resources shall have the right, but not the obligation, to attempt, at its sole cost, to cure any asserted environmental defects, at any time prior to the closing.

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If an environmental defect is not waived by EQT or cured prior to closing, then, subject to the Environmental Threshold Amount and the Environmental Deductible Amount (each as defined below), (i) unless Seller actually fully cures the applicable environmental defect, the Purchase Price shall be reduced by an amount equal to the estimate of the amount of such environmental defect or such other amount as may be agreed upon in writing by EQT and Alta Resources to be the reasonable estimate of the cost of curing such environmental defect; or (ii) at the sole election of EQT, if the environmental defect amount attributable to an environmental defect equals or exceeds the greater of  (A) 100% of the allocated value of the property affected by such environmental defect and (B) $5.0 million, such property shall be conveyed to Alta Resources or its designated affiliate at closing, and the Purchase Price shall be reduced by the allocated values of the excluded properties affected by such environmental defect, along with all other necessary properties or assets.

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The Purchase Agreement contains customary mechanisms for determining the amounts of any environmental defects and resolving any disputes in connection therewith.

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EQT shall not have any right to assert, or recover for hereunder (and no adjustment to the Purchase Price shall be made for), any individual environmental defect with an environmental defect amount less than $150,000 (the “Environmental Threshold Amount”).

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there shall be no adjustment to the Purchase Price for any environmental defects unless and until the sum of each environmental defect amount in excess of the Environmental Threshold Amount exceeds $51,187,500 (the “Environmental Deductible Amount”), after which time EQT

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Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition​

shall be entitled to adjustments to the Purchase Price only for amounts in excess of the Environmental Deductible Amount.

Pursuant to the Purchase Agreement, if at any time after the date of the Purchase Agreement and prior to the closing, any oil and gas asset of the Alta Target Entities or their subsidiaries is (x) damaged or destroyed by casualty loss (not including normal wear and tear, downhole mechanical failure or reservoir changes) or (y) expropriated or taken into condemnation or under right of eminent domain (clauses (x) and (y) each, a “Casualty Loss”), (a) the parties to the Purchase Agreement shall nevertheless be required to consummate the closing and (b) at closing, Alta Resources, if applicable, shall contribute to the Alta Target Entities all sums paid to Alta Resources or its affiliates (other than the Alta Target Entities and their subsidiaries) by third parties by reason of any Casualty Losses insofar as with respect to the oil and gas asset of the Alta Target Entities or their subsidiaries and shall assign, transfer and set over to the Alta Target Entities and their subsidiaries or subrogate the Alta Target Entities and their subsidiaries to all of Alta Resources’ (and its affiliates’, but excluding the Alta Target Entities’ and their subsidiaries’) right, title and interest (if any) in insurance claims, unpaid awards and other rights, in each case, against third parties arising out of such Casualty Losses insofar as with respect to the oil and gas asset of the Alta Target Entities or their subsidiaries.

Representations and Warranties

Under the Purchase Agreement, Alta Resources made customary representations and warranties relating to: organization, authority, enforceability, title to the Target Interests, no violation or breach of its governing documents, brokerage arrangements, investment intent and bankruptcy.

Under the Purchase Agreement, the Alta Target Entities made representations and warranties regard relating to: organization, authority and governing documents, enforceability, capitalization, no violation or breach, consents and preferential rights, brokerage arrangements, litigation, compliance with laws, financial statements, books and records and indebtedness, undisclosed liabilities, no material adverse effect and absence of changes, taxes, contracts, affiliate arrangements, permits, environmental matters, insurance, imbalances, non-consent operations, current commitments, suspense funds, payout balances, delivery of hydrocarbons, royalties and working interest payments, leases and fee minerals, wells, gathering systems, equipment, regulatory matters, officers and bank accounts, labor matters, employee benefit plans, non-operated assets, bonds, letters of credit and guarantees, special warranty, casualty losses, intellectual property, bankruptcy and no losses related to certain specified matters (including third party injury, death or property damage, civil fines or penalties or criminal sanctions, offsite disposal of hazardous materials and the retained assets).

Under the Purchase Agreement, the EQT Parties made customary representations and warranties relating to: organization, authority (including the Shareholder Approval), enforceability, no violation or breach, consents, litigation, bankruptcy, brokerage arrangements, securities matters, solvency, sufficient funds, capitalization of EQT, sufficient Common Stock, the issuance of the Stock Consideration to Alta Resources, EQT’s SEC reports; financial statements, NYSE listing, internal controls and procedures, and resale registration.

Covenants of the Parties

Covenants of the Alta Parties

Alta Resources made certain affirmative covenants under the Purchase Agreement, including, among others, covenants that Alta Resources will, or will cause the Alta Target Entities and their subsidiaries to:

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use commercially reasonable efforts to operate the business and the oil and gas assets of the Alta Target Entities and their subsidiaries in the ordinary course in all material respects consistent with past practice and subject to the terms of the Purchase Agreement;

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maintain the books of account and records relating to the Alta Target Entities and their subsidiaries and their oil and gas assets in the usual, regular and ordinary manner, in accordance with its usual accounting practices;

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Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition

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preserve substantially intact the present business organization of the Alta Target Entities and their subsidiaries;

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use commercially reasonable efforts to preserve in all material respects the present relationships with key employees, independent contractors, customers and suppliers, in each case, of each Alta Target Entity and each of their subsidiaries;

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maintain the bank accounts of the Alta Target Entities and their subsidiaries in the ordinary course of business, consistent with past practice;

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use its commercially reasonable efforts to maintain certain insurance coverage on the oil and gas assets of the Alta Target Entities and their subsidiaries or, upon renewal thereof, in similar amounts and types to the extent then available on commercially reasonable terms and prices;

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use its commercially reasonable efforts to maintain all material permits which have been maintained by Alta Resources or the Alta Target Entities and their subsidiaries as of the date of the Purchase Agreement (if any) in effect that are necessary or required to operate the oil and gas assets that are currently operated by an Alta Target Entity or one of their subsidiaries or otherwise in connection with the ownership of the oil and gas assets of the Alta Target Entities and their subsidiaries;

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use its commercially reasonable to maintain all credit support, in each case, to the extent maintained by Alta Resources or the Alta Target Entities and their subsidiaries as of the date of the Purchase Agreement (if any) and required to own and/or operate the oil and gas assets of the Alta Target Entities and their subsidiaries in the ordinary course consistent with past practices;

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provide EQT with a copy of any AFE or similar request from a third party with respect to the oil and gas assets of the Alta Target Entities and their subsidiaries as soon as is reasonably practicable, and thereafter reasonably consult with EQT regarding whether or not the applicable Alta Target Entities or subsidiary should elect to participate in such operation (without limitation of certain negative covenants in respect of AFEs); provided, that with respect to any AFE or similar request, (A) EQT agrees that it will (i) timely respond to any such written request for consent and (ii) consent to any written request for approval of any AFE or similar request that EQT reasonably considers to be economically appropriate; and (B) in the event the parties do not agree on or before the 15th business day (unless a shorter time is reasonably required by the circumstances or the applicable joint operating agreement) of EQT’s receipt of any consent request as to whether or not the applicable Alta Target Entity or subsidiary should elect to participate in such operation, only with respect to any AFE or similar request that is reasonably estimated to be for an amount equal to or in excess of  $2.0 million (net to the Alta Target Entities’ and their subsidiaries’ interest in the oil and gas assets of the Alta Target Entities and their subsidiaries), EQT’s decision shall control;

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keep the EQT Parties reasonably apprised of any drilling, re-drilling, completion or other material field operations proposed or conducted with respect to any oil and gas assets of the Alta Target Entities and their subsidiaries;

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notify the EQT Parties if any lease terminates (other than the expiration of the primary term of a lease in accordance with is terms), promptly upon learning of such termination;

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promptly notify EQT of any proposed unitization, communitization and/or similar arrangements and/or applications or any well proposals of which Alta Resources or any Alta Target Entity or any of their subsidiaries becomes aware, and not protest such proposed unitization, communitization and/or similar arrangement and/or application without EQT’s prior written consent;

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timely pay or cause to be paid (i) all asset taxes and (ii) all taxes (other than asset taxes) of the Alta Target Entities and their subsidiaries, in each case, that become due and payable on or before the closing date;

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provide EQT with a copy of any other material notices received from any governmental entity pertaining to the Alta Target Entities and their subsidiaries or to their oil and gas assets; and

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Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition​

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use commercially reasonable efforts to terminate the existing interest rate hedge contracts and certain ISDA master agreements.

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In addition, Alta Resources made certain negative covenants under the Purchase Agreement, including, among others, covenants that, subject to certain exceptions (including scheduled activities, as required by law, as required in connection with emergencies, ordinary course leasing activities or as consented to by EQT Buyer in writing), Alta Resources will not, and will cause the Alta Target Entities not to:

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(A) split, combine, subdivide or reclassify any Target Interests or (B) redeem, retire or repurchase, or otherwise acquire, any Target Interests or any outstanding options, warrants or rights of any kind to acquire any Target Interests, or any outstanding securities that are convertible into or exchangeable for any Target Interests;

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adopt any amendments to the governing documents of the Alta Target Entities and their subsidiaries;

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other than inventory and other assets acquired in the ordinary course of business and utilized in the operations of the Alta Target Entities and their subsidiaries, acquire properties or assets, including stock or other equity interests of another person, with a value in excess of  $2.5 million, whether through asset purchase, merger, consolidation, share exchange, business combination or otherwise;

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except as permitted by the terms of the Purchase Agreement, hypothecate, encumber, sell, transfer or dispose of any portion of the oil and gas assets of the Alta Target Entities and their subsidiaries, other than (A) inventory, spare parts, or equipment that is no longer necessary in the operation of the oil and gas assets of the Alta Target Entities and their subsidiaries or for which replacement equipment of equal or greater value has been obtained or (B) the sale of hydrocarbons produced from the oil and gas assets of the Alta Target Entities and their subsidiaries, in each case, in the ordinary course of business;

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(A) make or change any election relating to taxes, (B) settle or compromise any tax liability (other than the payment of taxes or collection of refunds in the ordinary course of business), (C) change any annual tax accounting period, (D) adopt or change any method of tax accounting, (E) file any amended tax return, (F) surrender any right to claim a tax refund, or (G) consent to any extension or waiver of the statute of limitations period applicable to any tax claim or assessment, in each case, to the extent relating to taxes of an Alta Target Entity or any of its subsidiaries, a certain tax partnership of the Alta Parties or with respect to asset taxes (x) for any tax period (or portion thereof) beginning at or after January 1, 2021 or (y) for any other tax period to the extent such action would have the effect of increasing the tax liability of an Alta Target Entity or their subsidiaries or of an EQT Party with respect to such tax partnership or with respect to asset taxes for any tax period (or portion thereof) beginning at or after January 1, 2021;

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adopt a plan of complete or partial liquidation or dissolution, otherwise adopt resolutions providing for or authorizing a liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any Alta Target Entity or any of their subsidiaries, or file a petition in bankruptcy under any provisions of federal or state bankruptcy law or consent to the filing of any bankruptcy petition against it under any similar law;

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change accounting methods, except as required by changes in GAAP or law, or as recommended by its independent accountants;

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conduct, agree to or propose any operations on the oil and gas assets of the Alta Target Entities and their subsidiaries anticipated to cost (net to the Alta Target Entities’ and their subsidiaries’ interest in the applicable oil and gas assets) in excess of  $2.0 million per operation; provided that with respect to emergency operations, the Alta Parties shall notify EQT Buyer of such emergency as soon as reasonably practicable following receipt of written notice from any third-party operator;

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make any non-consent election with respect to any operation proposed by a third party on the oil and gas assets of the Alta Target Entities and their subsidiaries without consulting with

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Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition

EQT; provided that, in the event the parties to the Purchase Agreement do not agree on or before the 15th business day (unless a shorter time is reasonably required by the circumstances or the applicable joint operating agreement) following EQT Buyer’s receipt of any consent request as to whether or not the applicable Alta Target Entities or subsidiary thereof should elect to participate in such operation, unless the applicable AFE or similar request is reasonably estimated to be for an amount equal to or in excess of  $2.0 million (net to the Alta Target Entities’ and their subsidiaries’ interest in the applicable oil and gas assets), Alta Resources’ decision shall control;

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except for hedge contracts (which are governed by an above-referenced covenant), enter into any new contract that, if entered into prior to the date of the Purchase Agreement, would be required to be scheduled under the Purchase Agreement as a material contract, other than customary joint operating agreements entered into in the ordinary course of business, or renew (other than automatic renewals), terminate, extend, novate, materially modify or materially amend any material contract of the Alta Target Entities or their subsidiaries, or waive, delay the exercise of, assign or release any material rights or claims thereunder;

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institute any proceeding, or enter into, or offer to enter into, any compromise, release or settlement of any proceeding pertaining to the oil and gas assets of the Alta Target Entities and their subsidiaries or any Alta Target Entity or any of their subsidiaries, or waive or release any material right of the Alta Target Entities or their subsidiaries, for which the amount in controversy is reasonably expected to be in excess of  $1.0 million, net to Alta Target Entities’ and their subsidiaries’ interest, other than any settlement, release or compromise that involves only a payment from Alta Resources to a third party and does not otherwise pertain to the Alta Target Entities and their subsidiaries;

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cancel (unless replaced with a comparable insurance policy) or materially reduce the amount or scope of any insurance policies in effect as of the date of the Purchase Agreement;

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relinquish or abandon any of the Alta Parties’ leases, fee minerals, wells, units or surface or other real property rights, except (A) as required by law, permit or any applicable contract, or (B) for the expiration of any lease of the Alta Target Entities or their subsidiaries in accordance with its terms;

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resign as the operator of any oil and gas assets of the Alta Target Entities and their subsidiaries that are currently operated by any Alta Target Entity or any of their subsidiaries;

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except as required by law, enter into any collective bargaining agreement applicable to any employee of any Alta Target Entity or any of their subsidiaries or otherwise recognize any union as the bargaining representative of any such employee;

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increase the salaries, wages, bonuses or other compensation or benefits payable or to become payable to any employee of the Alta Target Entities or their subsidiaries other than as provided pursuant to the terms of any applicable benefit plan or amend, in any material respect, adopt, enter into or terminate any applicable benefit plan or other employee benefit or compensation arrangement for any employee of the Alta Target Entities and their subsidiaries;

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hire or retain or terminate the employment or service of any employees or individuals independent contractors with an annualized base compensation in excess of  $100,000 for any individual or $500,000 in the aggregate, other than terminations for cause or to replace a terminated employee or service provider;

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adopt any plan of merger, consolidation or reorganization;

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make any investment in the securities of, acquire by merger or consolidation with, merge or consolidate with or purchase substantially all of the assets of or otherwise acquire any assets or business of, or acquire any securities in, any person or entity, in each case other than any such action solely between or among the Alta Target Entities and their subsidiaries;

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offer, issue, deliver, sell, grant, pledge, grant any award relating to, transfer or otherwise encumber or dispose of or subject to any lien or encumbrance or limitation on voting rights,

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Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition​

(A) any securities in any Alta Target Entity or any of their subsidiaries or (B) any securities convertible into or exchangeable for, or any options, warrants, commitments or rights of any kind to acquire, any such units or membership interests, voting rights or other interests in any Alta Target Entity or any of their subsidiaries;

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create, incur, assume or otherwise voluntarily become liable with respect to any indebtedness, except for indebtedness that will be paid off, terminated or released at or prior to closing;

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make any loans, advances or capital contributions to, or investments in any other person or entity, other than routine expense advances to its employees in the ordinary course of business consistent with past practice;

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declare, issue, pay or make any dividend or distribution from the Alta Target Entities and their subsidiaries, or set aside any funds for the purpose thereof, in each case, in excess of  $50.0 million except for permitted leakage;

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grant or create any preferential purchase right or consent with respect to the oil and gas assets or gathering system (as applicable) of the Alta Target Entities and their subsidiaries;

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enter into any hedge contract, except to the extent permitted under the Alta Target Entities’ and their subsidiaries’ existing credit facility; or

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agree, whether in writing or otherwise, to do any of the foregoing.

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Alta Resources also made certain additional covenants under the Purchase Agreement, including covenants in respect of  (i) granting the EQT Parties access to information regarding the Alta Target Entities and their subsidiaries prior to the closing, (ii) post-closing confidentiality obligations, (iii) the purchase of a D&O tail policy, (iv) the assignment of insurance claims, relating to the operation of the Alta Target Entities, that remain outstanding as of the closing and relate to the period between January 1, 2021 and the closing, (v) the termination of certain arrangements with affiliates of the Alta Parties, (vi) the cooperation in respect of the transfer of certain licensed seismic data and (vii) financing cooperation.

Covenants of the EQT Parties

The EQT Parties made certain covenants under the Purchase Agreement, including, among others, covenants that the EQT Parties will use commercially reasonable efforts to operate their respective business in the ordinary course in all material respects and to (i) maintain the books of account and records relating to the their oil and gas assets in the usual, regular and ordinary manner, in accordance with its usual accounting practices and (ii) preserve substantially intact the present business organization of the EQT Parties.

In addition, the EQT Parties made certain negative covenants under the Purchase Agreement, including, among others, covenants that, subject to certain exceptions (including as required by law, in connection with the Shareholder Approval or as consented to by Alta Resources in writing), EQT will not, and will cause its subsidiaries not to:

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amend, modify, waive, rescind, restate or otherwise change EQT’s certificate of incorporation, bylaws and other governing documents;

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authorize, declare, set aside, make or pay any dividends on or any distributions with respect to its outstanding shares of capital stock or other equity interests (whether in cash, assets, stock or other securities of EQT or any of its subsidiaries), except for transactions that would require an adjustment to the Purchase Price pursuant to the terms of the Purchase Agreement, and for which the proper adjustment is made;

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liquidate (completely or partially), dissolve, recapitalize or adopt a plan of complete or partial liquidation or dissolution with respect to the EQT Parties;

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issue any shares of preferred stock of EQT;

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enter into any agreement with respect to, or consummate, any acquisition (including by merger, business combination, consolidation or acquisition of stock or assets or any other

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Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition

means) of or investment in (by contribution to capital, property transfers, purchase of securities or otherwise) any person or entity (or any material portion of the capital stock, equity interests, securities or assets of such person or entity) if such acquisition or investment would reasonably be expected to (i) prevent or materially delay or materially impair the ability of EQT to secure the expiration of the applicable waiting period under the HSR Act with respect to transactions contemplated by the Purchase Agreement or (ii) result in any shareholder consent or approval that would impact the transactions contemplated by the Purchase Agreement, including with respect to the issuance of the Stock Consideration;

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take any action in violation or contravention of any material provision of EQT’s certificate of incorporation, bylaws or other governing documents or the governing documents of EQT Buyer, applicable law or any applicable rules and regulations of the SEC and NYSE;

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change accounting methods, except as required by changes in GAAP or law, or as recommended by its independent accountants; or

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agree, commit or authorize, in writing or otherwise, to take any of the foregoing actions.

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The EQT Parties also made certain additional covenants under the Purchase Agreement, including covenants in respect of  (i) not making certain restricted contacts in connection with the Acquisition without the Alta Parties’ consent, (ii) maintaining information confidential, (iii) the payment of the policy premium related to a D&O tail policy and maintenance thereof for six years following the closing, (iv) providing post-closing access to books and records of the Alta Target Entities and their subsidiaries to Alta Resources following closing, (v) compensation and benefits for continuing employees of the Alta Target Entities and their subsidiaries, (vi) no amendments to the R&W Insurance Policy (as defined below), (vii) obtaining of replacement credit support, (viii) removal of Alta-related marks and changing the legal name of the Alta Target Entities and their subsidiaries, (ix) transition of the Alta domain name, (x) removal of restrictive legends and other Rule 144 matters, (xi) novation of certain hedge contracts, (xii) preparation of this proxy statement, (xiii) convening of the Special Meeting, (xiv) obtaining financing for the acquisition, (xv) actions in respect of takeover laws, (xvi) SEC Rule 16b-3 matters and (xvii) NYSE listing matters.

No Solicitation by the Company

In addition to the above covenants, EQT makes certain non-solicitation covenants in respect of an Alternate Proposal and a Superior Proposal.

Pursuant to the Purchase Agreement, an “Alternate Proposal” means any proposal, inquiry or offer from any person or entity or group of persons or entities (other than Alta Resources) relating to (a) any acquisition or purchase directly or indirectly, in a single transaction or series of transactions, of  (i) a business or a group of assets that constitutes more than 15% of the net revenues, net income or consolidated assets (based on the fair market value thereof) of EQT and its subsidiaries, taken as a whole, or (ii) more than 15% of the total voting power of the equity securities or of any class or series of capital stock of EQT (or any subsidiary or subsidiaries of EQT whose business constitutes more than 15% of the net revenues, net income or consolidated assets (based on the fair market value thereof) of EQT and its subsidiaries, taken as a whole) or the right to acquire beneficial ownership of more than 15% of the total voting power of the equity securities or of any class or series of capital stock of EQT (or any subsidiary or subsidiaries of EQT whose business constitutes more than 15% of the net revenues, net income or consolidated assets (based on the fair market value thereof) of EQT and its subsidiaries, taken as a whole), (b) any tender offer or exchange offer that if consummated would result in any person or entity beneficially owning more than 15% of the total voting power of the equity securities or of any class or series of capital stock of EQT or (c) any merger, reorganization, consolidation, share exchange, business combination, recapitalization, restructuring, liquidation, joint venture, partnership, dissolution or similar transaction involving directly or indirectly, in a single transaction or series of transactions, EQT (or any subsidiary or subsidiaries of EQT whose business constitutes more than 15% of the net revenues, net income or consolidated assets (based on the fair market value thereof) of EQT and its subsidiaries, taken as a whole).

Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition​

Pursuant to the Purchase Agreement, a “Superior Proposal” means an unsolicited bona fide written Alternate Proposal by a third party after the date of the Purchase Agreement to acquire or purchase, directly or indirectly, pursuant to a tender offer, exchange offer, merger, share exchange, consolidation or other business combination, (a) all or substantially all of the assets of EQT and its subsidiaries, taken as a whole, or (b) all or substantially all of the equity securities of EQT (or all or substantially all of the equity securities of any subsidiary or subsidiaries of EQT whose business constitutes all or substantially all of the net revenues, net income or consolidated assets of EQT and its subsidiaries, taken as a whole), in each case, that, if the consideration contemplated by such proposal is comprised of cash in whole or in part, is fully financed or has fully committed financing and that the EQT board reasonably determines in good faith after consultation with EQT’s financial advisors and outside legal counsel (i) is reasonably likely to be consummated in accordance with its terms and (ii) if consummated, would be more favorable to EQT’s shareholders (in their capacity as shareholders) from a financial point of view compared to the acquisition of the Target Interests, in each case, taking into account the person or entity making the Alternate Proposal, all legal, financial, tax and regulatory terms and conditions of the Alternate Proposal and the Purchase Agreement (including any modifications to the terms of the Purchase Agreement pursuant to the non-solicitation covenants described below), including any conditions to and expected timing of consummation, and any risks of non-consummation, of such Alternate Proposal.

The non-solicitation covenants are as follows:

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Except as permitted by the Purchase Agreement, neither EQT nor any of its subsidiaries, or any of their respective directors or officers, shall, and EQT shall instruct and use its reasonable best efforts to cause its and its subsidiaries’ employees and advisors (the “representatives”) and other not to, directly or indirectly (i) initiate, solicit, propose or knowingly encourage any Alternate Proposal or the making of any inquiry, indication of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Alternate Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations with respect to, relating to or in furtherance of any Alternate Proposal or any inquiry, indication of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Alternate Proposal, (iii) furnish or provide information (including non-public information or data) regarding, or afford access to, the business, properties, assets, books, records and personnel of, EQT or its subsidiaries, to any person or entity (or their representatives) to facilitate the making of an Alternate Proposal or in response to any Alternate Proposal or any inquiry, indication of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, an Alternate Proposal, (iv) enter into, or propose to enter into, any letter of intent or agreement in principle, or other agreement providing for an Alternate Proposal, (v) submit an Alternate Proposal or any matter related thereto for the approval of EQT’s shareholders, or (vi) resolve, propose or agree or authorize or permit any representative to do any of the foregoing or otherwise knowingly facilitate any effort or attempt with respect to the foregoing. EQT shall, and shall cause each of its subsidiaries and the representatives of EQT and its subsidiaries to, (A) immediately cease and cause to be terminated all existing discussions or negotiations with any person or entity conducted prior to the date of the Purchase Agreement by or on behalf of EQT or its subsidiaries or its representatives with respect to any inquiry, proposal or offer that constitutes an Alternate Proposal or could reasonably be expected to lead to an Alternate Proposal and immediately terminate all physical and electronic data room access previously granted to any such person or entity, (B) no later than two business days following the date of the Purchase Agreement make a written request for the prompt return or destruction of all confidential information previously furnished with respect to any Alternate Proposal or potential Alternate Proposal, and (C) not terminate, waive, amend, release or modify any provision of any confidentiality agreement, standstill agreement or other similar agreement to which it or any of its affiliates or representatives is a party with respect to any Alternate Proposal or potential Alternate Proposal, and shall enforce the provisions of any such agreement, which shall include seeking any injunctive relief available to enforce such agreement.

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From and after the date of the Purchase Agreement, EQT shall promptly (but in any event within 48 hours) notify Alta Resources in writing of the receipt of any inquiry, indication of

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Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition

interest, proposal or offer that constitutes, or could reasonably be expected to lead to, any Alternate Proposal or any request for non-public information or any data relating to EQT or any of its subsidiaries made by any person or entity in connection with an Alternate Proposal, indicating (i) the identity of the person or entity making such Alternate Proposal and (ii) a copy of any such Alternate Proposal made in writing provided to EQT or any of its subsidiaries or their respective representatives as well as copies of all material written documentation sent or provided to EQT or any of its subsidiaries or their respective representatives relating to such Alternate Proposal or, if such Alternate Proposal is not made in writing, a written description of the material terms thereof and a written summary of any material oral communications relating to such Alternate Proposal. With respect to any Alternate Proposal described in the immediately preceding sentence, EQT shall keep Alta Resources reasonably informed of the status and material terms and conditions of, and any material discussions regarding, any such Alternate Proposal and reasonably informed, on a prompt basis (but in any event within 48 hours), with copies of  (or written summaries of any oral communications related to) (x) any changes or modifications to the terms of any such Alternate Proposal and (y) any communications from such person or entity to EQT or from EQT to such person or entity with respect to any changes or modifications to the terms of any such Alternate Proposal.

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Notwithstanding anything to the contrary contained in the non-solicitation covenant, prior to, but not after the receipt of, the Shareholder Approval, in response to an unsolicited bona fide written Alternate Proposal that has not been withdrawn and did not result, directly or indirectly, from a breach of the non-solicitation covenant, if the Board determines in good faith (x) after consultation with EQT’s financial advisors and outside legal counsel, that such Alternate Proposal is, or is reasonably expected to lead to, a Superior Proposal and (y) after consultation with EQT’s outside legal counsel, that the failure to engage in the activities set forth in the non-solicitation covenant would be inconsistent with the fiduciary duties of the Board under applicable law, EQT may, subject to providing Alta Resources prior written notice, (i) furnish or provide information (including non-public information or data) regarding, and afford access to, the business, properties, assets, books, records and personnel of, EQT and its subsidiaries, to the person or entity making such Alternate Proposal and its representatives; provided, however, that EQT shall as promptly as is reasonably practicable (but in any event within 48 hours thereafter) make available to Alta Resources any non-public information concerning EQT or its subsidiaries that is provided to any person or entity pursuant to this subclause (i) to the extent such information was not previously made available to Alta Resources and (ii) engage in discussions and negotiations with such person or entity and its representatives with respect to such Alternate Proposal; provided, further, that, prior to taking any of the actions set forth in the foregoing subclauses (i) or (ii) above, the person or entity making such Alternate Proposal has entered into a customary confidentiality agreement that shall not contain any provision requiring EQT or its subsidiaries to pay or reimburse the counterparty’s expenses and that does not contain any provision that would prevent EQT from complying with its obligation to provide any disclosure to Alta Resources required by the non-solicitation covenant and otherwise be in a form acceptable to Alta Resources (it being understood that the negotiation of such confidentiality agreement shall not be deemed to be a breach of the non-solicitation covenant).

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Except as set forth in the non-solicitation covenant, EQT shall not, and the Board (and each committee thereof) shall not (i) (A) withdraw, change, qualify, withhold or modify, or propose or announce any intention to do any of the foregoing, in a manner adverse to Alta Resources, the EQT board’s recommendation to consummate the transactions contemplated by the Purchase Agreement, (B) adopt, approve, endorse or recommend, or propose or announce any intention to adopt, approve, endorse or recommend, any Alternate Proposal, (C) fail to include the EQT board’s recommendation to consummate the transactions contemplated by the Purchase Agreement in this Proxy Statement, (D) publicly declare advisable or publicly propose to enter into an Alternative Agreement (as defined below), (E) fail to recommend against any Alternate Proposal subject to Regulation 14D promulgated under the Exchange Act in any solicitation or recommendation statement made on Schedule 14D-9 within ten business days after the commencement of such Alternate Proposal, (F) if an Alternate Proposal or any material modification thereof shall have been publicly announced or disclosed (other than pursuant to

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Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition​

subclause (E)), fail to issue a press release that reaffirms the recommendation of the EQT board to consummate the transactions contemplated by the Purchase Agreement (including the issuance of the Stock Consideration to Alta Resources) within three business days after Alta Resources so requests in writing or (G) agree or resolve to take any action set forth in the foregoing clauses (A) through (F) (any action set forth in this clause (i), an “Adverse Recommendation Change”) or (ii) authorize, propose, cause or permit EQT or any of its affiliates to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other similar commitment that constitutes or relates to, or is intended to or would reasonably be expected to lead to, an Alternate Proposal (other than a confidentiality agreement entered into in compliance with the non-solicitation covenant) (the “Alternative Agreement”).

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Notwithstanding anything in the Purchase Agreement to the contrary, EQT or the Board may, prior to, but not after, the receipt of the Shareholder Approval, in response to a written, bona fide Alternate Proposal that has not been withdrawn and that did not result, directly or indirectly, from a breach of the non-solicitation covenant, make an Adverse Recommendation Change, if prior to taking or, as applicable, failing to take, such action (i) the Board reasonably determines in good faith, after consultation with its financial advisors and outside legal counsel that such written offer or proposal is a Superior Proposal and that the failure to effect an Adverse Recommendation Change would be inconsistent with the fiduciary duties of the Board under applicable law (taking into consideration any adjustment to the terms and conditions of the Purchase Agreement proposed by Alta Resources in response to such Alternate Proposal) and (ii) (A) EQT provides Alta Resources prior written notice of its intent to make any Adverse Recommendation Change at least four business days prior to taking such action that states (1) absent any modification to the terms and conditions of the Purchase Agreement that would cause the Superior Proposal to no longer be a Superior Proposal, the Board has resolved to effect an Adverse Recommendation Change, which notice shall (1) specify the basis for such Adverse Recommendation Change, (2) provide the material terms and conditions of and the identity of the persons or entities making such Superior Proposal and (3) the most current version of the proposed agreement under which such Superior Proposal is to be consummated and any other material documents and correspondence in respect of such Superior Proposal (a “Notice of Recommendation Change”) (it being understood that such Notice of Recommendation Change shall not in itself be deemed an Adverse Recommendation Change and that any change in price or material revision or material amendment to the terms of a Superior Proposal, if applicable, shall require a new notice to which the provisions of subclauses (A), (B) and (C) of this paragraph shall apply mutatis mutandis), (B) during such four business day period following receipt of a Notice of Recommendation Change, if requested by Alta Resources, EQT and its representatives shall negotiate in good faith with Alta Resources and their representatives regarding any modifications to the terms and conditions of the Purchase Agreement that Alta Resources proposes to make in response to such Superior Proposal and (C) at the end of such four business day period and taking into account any modifications to the terms of the Purchase Agreement proposed by Alta Resources to EQT in writing, the Board reasonably determines in good faith (x) after consultation with EQT’s financial advisors and outside legal counsel, that such Superior Proposal still constitutes a Superior Proposal (taking into account any adjustment to the terms and conditions of the transactions proposed by Alta Resources in respect to such Superior Proposal) and (y) after consultation with EQT’s outside legal counsel, that the failure to make such an Adverse Recommendation Change would be inconsistent with the fiduciary duties of the Board under applicable law (taking into consideration any adjustment to the terms and conditions of the Purchase Agreement by Alta Resources in response to such Alternate Proposal).

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Nothing contained in the non-solicitation covenant shall prohibit EQT from taking and disclosing a position EQT believes in good faith is necessary to comply with Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act in connection with an Alternate Proposal; provided, that none of EQT or the Board (or any committee thereof) shall, except as expressly permitted by the Purchase Agreement effect an Adverse

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Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition

Recommendation Change, including in any disclosure document or communication filed or publicly issued or made in conjunction with the compliance with such requirements.

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EQT shall inform its subsidiaries and all relevant employees and other representatives of EQT and its subsidiaries and affiliates of the restrictions described in the non-solicitation covenant set forth in the Purchase Agreement, and any breach of any of the terms of the non-solicitation covenant by any subsidiary of EQT or by any officer, director or other representative of EQT or its subsidiaries (whether or not such officer, director or other representative is so authorized and whether or not such person is purporting to act on behalf of EQT or its subsidiaries or otherwise) shall be deemed to be a breach by EQT of the non-solicitation covenant set forth in the Purchase Agreement.

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Mutual Covenants

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The EQT Parties and the Alta Parties will pay their own costs and expenses incurred in connection with the Purchase Agreement, whether or not the transactions contemplated thereby are consummated, except as otherwise expressly provided in the Purchase Agreement.

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EQT and Alta Resources and their respective affiliates will prepare and submit, as soon as practicable after the date of the Purchase Agreement (but in no event later than ten business days after the date of the Purchase Agreement), any filings required under the HSR Act. No party to the Purchase Agreement shall take, and each shall cause its respective affiliates not to take, any action that could reasonably be expected to adversely affect or materially delay or impair the approval of any governmental entity of any of the aforementioned filings. In addition, the EQT Parties shall, and each shall cause its affiliates to, promptly take, in order to consummate the transactions contemplated by the Purchase Agreement and the Related Agreements, any and all actions reasonably necessary, proper or advisable in order to secure the expiration or termination of any applicable waiting period in connection with a governmental approval (including in connection with the expiration of any applicable waiting periods under the HSR Act), including using reasonable best efforts to: (i) resolve any objections asserted with respect to the transactions contemplated by the Purchase Agreement raised by any governmental entity; (ii) prevent the entry of any orders of the applicable governmental entity having jurisdiction, and to have vacated, lifted, reversed or overturned any order, that would prevent, prohibit, restrict, or delay the consummation of the transactions contemplated by the Purchase Agreement; (iii) enter into any settlement, undertaking, consent decree, stipulation or agreement with any governmental entity in connection with the transactions contemplated by the Purchase Agreement; and (iv) litigate, challenge or take any other action with respect to any proceeding in connection with the transactions contemplated by the Purchase Agreement.

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The parties to the Purchase Agreement shall cooperate and use their respective commercially reasonable efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, and assist and cooperate with the other parties to the Purchase Agreement in doing, all things necessary, proper or advisable (subject to applicable laws) to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by the Purchase Agreement.

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In the event any proceeding by any governmental authority or other person or entity is commenced or, to the knowledge of the EQT Parties or the knowledge of Alta Resources, as applicable, threatened, that questions the validity or legality of the transactions contemplated by the Purchase Agreement or seeks damages in connection therewith, including any shareholder litigation, EQT or Alta Resources, as applicable, shall promptly notify the other parties to the Purchase Agreement of such proceeding and shall keep the other party to the Purchase Agreement reasonably informed with respect to the status thereof. Each party to the Purchase Agreement shall give the other parties to the Purchase Agreement a reasonable opportunity to participate in the defense or settlement of any such proceeding and shall consider in good faith such other parties’ advice with respect to such proceeding; provided, that the party to the Purchase Agreement that is subject to such proceeding shall not offer or agree to settle any such proceeding without the prior written consent of such other parties.

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Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition​

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The parties to the Purchase Agreement also covenant to take certain actions with respect to tax matters.

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Representation and Warranty Insurance Policy

In conjunction with the entry into the Purchase Agreement, EQT entered into a binder agreement for a representation and warranty insurance policy (the “R&W Insurance Policy”), which was bound by Tokio Marine HCC. The R&W Insurance Policy is subject to a limit of liability of  $25,000,000 in the aggregate, a retention amount of  $21,937,500 in the aggregate for all claims except special warranty of title and other title or royalty related claims, which are subject to an initial retention amount of $29,250,000 in the aggregate, as well as certain exclusions, deductibles and other terms and conditions set forth therein.

Survival; Remedy for Breach; Release

In light of the R&W Insurance Policy, the parties to the Purchase Agreement agreed to the following terms:

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(a) the representations and warranties in the Purchase Agreement and in any certificate delivered pursuant thereto by any person or entity shall terminate effective as of the closing and shall not survive the closing for any purposes, and thereafter there shall be no liability on the part of, nor shall any claim be made by, any party to the Purchase Agreement or any of their respective affiliates in respect thereof, except in the case of actual fraud, and (b) after the closing there shall be no liability on the part of, nor shall any claim be made by, any party to the Purchase Agreement or any of their respective affiliates in respect of any covenant or agreement in the Purchase Agreement to be performed prior to the closing, except in the case of actual fraud;

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the agreements and covenants made by the parties to the Purchase Agreement therein that, by their express terms, are to be performed following the closing shall survive the closing in accordance with the terms thereof;

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from and after the closing, the EQT Parties shall, absent actual fraud, look solely to the R&W Insurance Policy, and shall not seek recovery or indemnification from Alta Resources, the Alta Target Entities or their subsidiaries or any of their respective affiliates or direct or indirect equityholders, with respect to any claims, matters or causes of action arising out of or related to any breach of, or inaccuracy in, any representation or warranty of Alta Resources or the Alta Target Entities in the Purchase Agreement or any Related Agreement;

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in the case of actual fraud, only the person or entity who committed such actual fraud shall be liable for such actual fraud (and, in the case of an Alta Target Entity or any of its subsidiaries, only if one or more individuals that is included in the definition of  “knowledge” set forth in the Purchase Agreement had actual knowledge of such actual fraud in accordance with the definition of  “Fraud” in the Purchase Agreement) and no other persons or entities shall any liability with respect to such actual fraud and the EQT Parties shall not pursue any remedy or exercise any rights against any other person or entity with respect to such actual fraud;

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notwithstanding anything in the Purchase Agreement to the contrary, (i) for any and all losses arising out of any breaches of the representations and warranties of Alta Resources or the Alta Target Entities or any breaches of the covenants of Alta Resources or the Alta Target Entities that do not require performance following the closing, in each case made in the Purchase Agreement or any Related Agreement, the EQT Parties shall be entitled to recovery solely and exclusively from the R&W Insurance Policy and not from Alta Resources except in the case of actual fraud; (ii) in no event shall Alta Resources or the Alta Target Entities be liable for any indemnification or other payment to EQT Parties under or in connection with the Purchase Agreement, other than pursuant to the express terms of the escrow agreement entered into in connection with the Purchase Agreement and any amounts owed in connection with adjustments to the Purchase Price or in the case of actual fraud; and (iii) in no event shall the

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Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition

EQT Parties have any right to seek indemnification, payment or any other recourse of any type, under or in connection with, the Purchase Agreement or otherwise from (y) Alta Resources or the Alta Target Entities, other than pursuant to the express terms of the escrow agreement entered into in connection with the Purchase Agreement or the Purchase Price adjustment provisions in the Purchase Agreement or in the case of actual fraud or (x) from any person or entity (including any past, present or future director, officer, employee, manager, member, partner, direct or indirect equityholder, affiliate, agent, attorney or other representative of any of the Alta Target Entities or Alta Resources) that is not expressly named as party to the Purchase Agreement;

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the EQT Parties shall not be entitled to (i) a rescission of the Purchase Agreement or any Related Agreement for any reason or (ii) any further indemnification rights or claims of any nature whatsoever (except for claims of actual fraud), in each case, all of which are expressly waived by the EQT Parties to the fullest extent permitted under law (except to the extent otherwise expressly set forth in the Purchase Agreement or in any Related Agreement);

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effective as of immediately prior to the closing, Alta Resources fully and unconditionally releases, acquits and forever discharges the Alta Target Entities and their subsidiaries from any and all manner of actions, causes of actions, claims obligations, demands, damages, costs, expenses, compensation or other relief, whether known or unknown, whether in law or equity, of any kind, Alta Resources now has or has ever had against the Alta Target Entities and their subsidiaries, arising out of or relating to Alta Resources’ ownership of the Target Interests; provided, that the foregoing notwithstanding, the release and discharge provided for in the Purchase Agreement shall not release (x) the Alta Target Entities and their subsidiaries of their respective obligations or liabilities, if any, pursuant to the Purchase Agreement or the Related Agreements, (y) the Alta Target Entities and their subsidiaries of any indemnification and/or exculpation obligations of such entity to Alta Resources as a manager of such entity, in Alta Resources’ capacity as such, pursuant to such entity’s governing documents or applicable law or (z) be deemed to constitute a waiver of the availability of insurance to cover claims; and

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effective as of immediately prior to the closing, each Alta Target Entity, for itself and on behalf of their subsidiaries and each of their respective equityholders, successors and assigns, fully and unconditionally releases, acquits and forever discharges (i) Alta Resources and (ii) all directors, managers, officers and agents of such Alta Target Entity and its respective subsidiaries holding such position at any time prior to the closing from any and all manner of actions, causes of actions, claims, obligations, demands, damages, costs, expenses, compensation or other relief, whether known or unknown, whether in law or equity, of any kind, which such Alta Target Entity now has or has ever had against such persons and entities, arising out of or relating to (A) in respect of Alta Resources, Alta Resources’ ownership of the Target Interests and (B) in respect of such directors, managers, officers and agents, for acts and omissions on behalf of such Alta Target Entity or its subsidiaries or the relationship with such Alta Target Entity or its subsidiaries, in each case, other than with respect their respective obligations and liabilities, if any, under the Purchase Agreement or the Related Agreements or for claims of actual fraud.

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Termination

The Purchase Agreement may be terminated and the Acquisition may be abandoned any time prior to closing, whether before or after Shareholder Approval, as follows:

(a)

by mutual written agreement of EQT Buyer and Alta Resources;

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(b)

by either EQT Buyer or Alta Resources if any applicable law is in effect making the consummation of the transactions contemplated by the Purchase Agreement illegal or any final and non-appealable order is in effect preventing the consummation of the transactions contemplated by the Purchase Agreement;

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(c)

by either EQT Buyer or Alta Resources if the Acquisition has not been consummated by

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Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition​

November 1, 2021; provided, that this right to terminate the Purchase Agreement shall not be available to EQT Buyer or Alta Resources if such party is then in material breach of its representations or warranties, covenants or agreements under the Purchase Agreement or if such party’s conditions to closing have been satisfied, the other party is ready, willing and able to consummate the Acquisition but such party fails to consummate the Acquisition;

(d)

by Alta Resources if any EQT Party breaches any of its representations or warranties contained in the Purchase Agreement or breaches or fails to perform any of its covenants contained in the Purchase Agreement, which breach or failure to perform (i) would render a condition precedent to the Alta Parties’ obligations to consummate the transactions contemplated by the Purchase Agreement not capable of being satisfied, and (ii) after the giving of written notice of such breach or failure to perform to EQT Buyer by Alta Resources, cannot be cured or has not been cured by the earlier of November 1, 2021 and ten business days after the delivery of such notice; provided, however, that this right to terminate the Purchase Agreement shall not be available to Alta Resources if Alta Resources or any Alta Target Entity is then in material breach of any of its representations or warranties, covenants or agreements contained in the Purchase Agreement, which breach or failure to perform would render a condition precedent to the EQT Parties’ obligations to consummate the transactions contemplated by the Purchase Agreement not capable of being satisfied;

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(e)

by EQT Buyer if the Alta Parties breach any of their respective representations or warranties contained in the Purchase Agreement or if the Alta Parties breach or fail to perform any of their respective covenants contained in the Purchase Agreement, which breach or failure to perform (i) would render a condition precedent to the EQT Parties’ obligations to consummate the transactions contemplated by the Purchase Agreement not capable of being satisfied, and (ii) after the giving of written notice of such breach or failure to perform to Alta Resources by EQT Buyer, cannot be cured or has not been cured by the earlier of November 1, 2021 and ten business days after the delivery of such notice; provided, however, that this right to terminate the Purchase Agreement shall not be available to EQT Buyer if any EQT Party is then in material breach of any of its representations, warranties, covenants or agreements contained in the Purchase Agreement, which breach or failure to perform would render a condition precedent to the Alta Parties’ obligations to consummate the transactions contemplated by the Purchase Agreement not capable of being satisfied;

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(f)

by Alta Resources if: (i) all of the conditions precedent to the EQT Parties’ obligations to consummate the transactions contemplated by the Purchase Agreement were satisfied or waived as of the date the closing should have been consummated pursuant to the terms of the Purchase Agreement (other than those conditions that by their terms are to be satisfied at the closing and could have been satisfied or would have been waived assuming a closing would occur), (ii) Alta Resources has notified EQT Buyer that Alta Resources and the Alta Target Entities are ready, willing and able to consummate the transactions contemplated by the Purchase Agreement and the Related Agreements, and (iii) the EQT Parties fail to complete the closing within two business days after the delivery of such notification by Alta Resources;

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(g)

by EQT Buyer if: (i) all of the conditions precedent to the Alta Parties’ obligations to consummate the transactions contemplated by the Purchase Agreement were satisfied or waived as of the date the closing should have been consummated pursuant to the terms of the Purchase Agreement (other than those conditions that by their terms are to be satisfied at the closing and could have been satisfied or would have been waived assuming a closing would occur), (ii) EQT Buyer has notified Alta Resources that EQT Buyer is ready, willing and able to consummate the transactions contemplated by the Purchase Agreement and the Related Agreements, and (iii) Alta Resources and the Alta Target Entities and their subsidiaries fail to complete the closing within two business days after the delivery of such notification by EQT Buyer;

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(h)

by either Alta Resources or EQT Buyer if the Shareholder Approval shall not have been obtained upon a vote at a duly held special meeting of EQT’s shareholders, or at any adjournment or postponement thereof; provided that EQT shall not be permitted to terminate

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Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition

the Purchase Agreement for failure to obtain the Shareholder Approval if the failure to obtain such Shareholder Approval is caused by or results from any action or failure to act of EQT that constitutes a breach of the Purchase Agreement;

(i)

by Alta Resources if an Adverse Recommendation Change shall have occurred; or

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(j)

by Alta Resources if EQT, its subsidiaries, any of EQT’s directors or officers or any representative of EQT or its subsidiaries shall have breached or failed to perform its obligations under the Purchase Agreement in respect of convening the Special Meeting or the non-solicitation covenant described above.

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In the event of termination of the Purchase Agreement, the Purchase Agreement shall immediately become null and void without any liability on the part of any party to the Purchase Agreement or any other person or entity, and all rights and obligations of each party to the Purchase Agreement shall cease, except for obligations relating to: (i) the confidentiality agreement between EQT and Alta Resources; (ii) EQT Buyer’s obligation to indemnify the Alta Parties in connection with any site visits by any EQT Parties or their respective representatives in connection with its due diligence review; (iii) publicity and confidentiality; (iv) allocation of fees and expenses (including the payments described below); (v) the termination of the Purchase Agreement; and (vi) certain miscellaneous provisions of the Purchase Agreement, including those related to governing law. However, no such termination will impair the right of any party to the Purchase Agreement to compel specific performance in accordance with the terms of the Purchase Agreement with respect to any obligations under the Purchase Agreement that expressly continue following termination of the Purchase Agreement, including the distribution of the Deposit.

Termination Fee

The Purchase Agreement provides for certain payments if the Purchase Agreement is terminated for specified reasons:

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if terminated (A) by Alta Resources pursuant to clauses (d), (f), (i), or (j) of the “Termination” section above or (B) by either Alta Resources or EQT Buyer pursuant to clause (c) of the “Termination” section above, if at such time Alta Resources could have terminated the Purchase Agreement pursuant to clause (d) of the “Termination” section above (without regard to any cure periods contemplated therein) then, in either case, within three business days of such termination, EQT Buyer and Alta Resources shall deliver a joint written instruction to the escrow agent holding the Deposit, instructing such escrow agent to distribute the full amount of the Deposit to Alta Resources;

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if terminated (A) by either EQT Buyer or Alta Resources pursuant to clauses (a), (b) or (c) (other than as described in the immediately preceding bullet) of the “Termination” section above or (B) by EQT Buyer pursuant to clauses (e) or (g) of the “Termination” section above, then within three business days of such termination, EQT Buyer shall be entitled to a return of the full amount of the Deposit;

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if terminated by EQT Buyer or Alta Resources pursuant to clause (h) of the “Termination” section above, then within three business days of such termination, EQT Buyer and Alta Resources shall deliver a joint written instruction to the escrow agent holding the Deposit, instructing such escrow agent to (x) distribute to Alta Resources a portion of the Deposit equal to $21,937,500 (such amount, the “No Vote Fee”) and (y) distribute to EQT Buyer the remainder of the Deposit; provided, that (A) the payment by EQT Buyer of the No Vote Fee shall not relieve EQT Buyer of any subsequent obligation to pay the Termination Fee described below to the extent required and (B) if an Adverse Recommendation Change has occurred, and the Shareholder Approval was subsequently not obtained, Alta Resources shall be entitled to, whether before or after the Special Meeting, terminate pursuant to clause (i) of the “Termination” section above and receive the full amount of the Deposit;

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if  (a) terminated by EQT Buyer or Alta Resources pursuant to clauses (c) or (h) of the “Termination” section above, (b) an Alternate Proposal (whether or not conditional) or intention

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Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition​

to make an Alternate Proposal (whether or not conditional) is publicly disclosed or otherwise becomes publicly known and not withdrawn at least five business days prior to the Special Meeting and (c) within six months after the date of such termination, EQT (or its designee) enters into an agreement in respect of any Alternate Proposal, or recommends or submits an Alternate Proposal to EQT’s shareholders for adoption, or a transaction in respect of any Alternate Proposal is consummated, which, in each case, need not be the same Alternate Proposal that was made, disclosed or communicated prior to termination hereof  (provided that for purposes of this subsection, each reference to “15%” in the definition of  “Alternate Proposal” shall be deemed to be a reference to “50%”); then, in any such event, EQT shall pay to Alta Resources (or its designee) an amount in cash equal to $146.25 million (such amount, the “Termination Fee”), less the amount of the No Vote Fee to extent previously paid to Alta Resources, by wire transfer of immediately available funds to an account designated by Alta Resources, which Termination Fee shall be paid no later than three business days after EQT enters into an agreement in respect of any Alternate Proposal, or recommends or submits an Alternate Proposal to the shareholders of EQT for adoption, or a transaction in respect of any Alternate Proposal is consummated; provided, that in no event shall EQT be required to pay the Termination Fee on more than one occasion; and

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if terminated (x) by EQT Buyer pursuant to clause (e) or (g) of the “Termination” section above or (y) by either Alta Resources or EQT Buyer pursuant to clause (c) of the “Termination” section above, if at such time Alta Resources could have terminated the Purchase Agreement pursuant to clause (e) of the “Termination” section above (without regard to any cure periods contemplated therein) then, in either case, EQT Buyer shall be entitled to seek losses up to an aggregate amount not greater than an amount equal to the Deposit (subject to the waiver of certain non-compensatory damages).

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Amendments

The Purchase Agreement may be amended by the parties to the Purchase Agreement at any time by execution of an instrument in writing signed on behalf of each of the parties to the Purchase Agreement.

Registration Rights Agreement

In connection with the closing of the Acquisition, EQT will enter into the Registration Rights Agreement with certain of the Alta Holders who elect to be a party thereto. Pursuant to the Registration Rights Agreement, among other things, EQT (i) is required to file with the SEC, no later than three business days following the closing, a registration statement on Form S-3 registering for resale the shares of Common Stock received by such Alta Holders pursuant to the Purchase Agreement (the “Shelf Registration Statement”) and (ii) will grant such Alta Holders certain demand and piggyback registration rights. The registration rights granted in the Registration Rights Agreement are subject to customary indemnification and contribution provisions, as well as customary delay and suspension rights, cutback provisions and other limitations.

In connection with entering into the Registration Rights Agreement, EQT will also enter into a Lockup Agreement with each Alta Holder party to the Registration Rights Agreement, pursuant to which, among other things, each such Alta Holder will agree not to sell any of its portion of the Stock Consideration during the 180 days following the closing of the Acquisition; provided, however, that (i) such Alta Holders may sell up to 25% of the Registrable Securities (as defined in the Registration Rights Agreement) in a single shelf underwritten offering between the 31st day following closing and the 90th day following closing and up to an aggregate 50% of the Registrable Securities pursuant to up to two shelf underwritten offerings in the first 180 days following closing, and (ii) certain of such Alta Holders may sell their pro rata portion of up to an aggregate amount of 2,500,000 additional shares of Common Stock pursuant to non-underwritten resales under the Shelf Registration Statement or pursuant to Rule 144 under the Securities Act or any other applicable exemption from the registration requirements of the Securities Act, in each case, subject to the delay and suspension provisions set

Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition

forth in the Registration Rights Agreement. EQT will also agree with each Alta Holder party to the Registration Rights Agreement not to sell shares of Common Stock for the first 30 days following the closing of the Acquisition.

The Acquisition

Background of the Acquisition

The Board and management, in the ordinary course, continually evaluate EQT’s operations with a focus on creating long-term value by leveraging assets to create efficiencies, generating free cash flow and positioning EQT to return capital to shareholders. In connection with such evaluation, the Board and management also review and assess potential strategic alternatives available to EQT, including mergers and acquisition transactions. As part of such assessment, EQT management has contacts from time to time with financial and strategic parties, including other public and private exploration and production (“E&P”) companies.

In the fall of 2020, Alta engaged Citi to run a process for the sale of its assets. Following such engagement, Alta initiated conversations with EQT regarding a potential transaction. On November 23, 2020, Alta and EQT entered into a confidentiality agreement to continue these conversations. The confidentiality agreement did not contain a “standstill” provision.

On December 3, 2020, at a regularly scheduled telephonic meeting, the Board received an introduction to the Alta business and the possibility of a transaction with Alta.

EQT received access to the VDR as well as a teaser presentation regarding Alta’s assets during the week of January 11th. During the week of January 18th, EQT received a management presentation regarding Alta’s assets.

Effective February 5, 2021, EQT engaged BofA Securities to serve as its financial advisor with respect to the potential Acquisition, and began conducting preliminary diligence with respect to various aspects of Alta’s assets, such as drilling locations, PDP forecasts, type curves, historical well costs, operating expenses and local gas pricing markets and Alta’s portfolio of firm transportation / firm sales agreements.

On February 10, 2021, at a regularly scheduled telephonic meeting, the Board discussed, among other things, a possible transaction with Alta. Such discussion included, among other topics, an overview of Alta’s assets, including relevant aspects of both the operated and non-operated assets, local gas pricing and firm transportation considerations, review of preliminary forecasts for production and various financial metrics, potential strategic benefits of the transaction, various potential risks and mitigants, and the process undertaken by management to date with respect to due diligence and valuation of Alta’s assets. The Board expressed support for submission of a non-binding indication of interest and agreed to reconvene to review and consider for approval the potential submission of any non-binding bid at a future date.

On February 18, 2021, the Board held a special meeting telephonically to review a non-binding bid with respect to Alta’s assets, which review included, among other topics, an overview of the assets and business of Alta, including drilling inventory and well economics, diligence conducted thus far, which included preliminary work in developing a financial and valuation analysis with the assistance of BofA Securities, preliminary forecasts for production and various financial metrics, potential strategic benefits of the transaction, potential risks and mitigants, potential valuation ranges and consideration mix and the focus of further diligence. The Board supported the submission by EQT management of a non-binding bid, which consisted of a mix of cash consideration and shares of Common Stock (the “Initial Bid”), subject to continued legal and financial diligence to be conducted in the next round of Alta’s bid process.

On February 22, 2021, EQT submitted its Initial Bid to Alta. On March 1, 2021, EQT received feedback from Citi regarding the Initial Bid, including with respect to the aggregate proposed Purchase Price.

Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition​

On March 1, 2021, the Board held a special meeting telephonically, during which the Board discussed, among other things, the feedback received from Citi regarding the Initial Bid and incremental diligence completed following submission of the Initial Bid. The Board approved the submission by EQT management of a revised, non-binding bid.

On March 2, 2021, Mr. Rice and Mr. Joseph Greenberg, the Chief Executive Officer of Alta Resources, discussed telephonically EQT’s revised, non-binding bid and EQT submitted the revised, non-binding bid (the “Second Bid”). Later in the day on March 2, 2021, EQT was informed that it was one of the bidders invited to participate in round two of the sales process. Citi indicated to EQT management that final bids were requested from all remaining bidders by the end of March. Citi also requested to begin performing reverse due diligence review of EQT on behalf of Alta at such time and provided to EQT management a list of diligence requests.

After submitting the Second Bid, EQT engaged Latham & Watkins on March 9, 2021 to serve as its legal advisor for the transaction.

During the month of March 2021, EQT continued its diligence review of Alta’s assets; additional internal departments of EQT were engaged to conduct diligence during the first week of March 2021, and throughout the following weeks EQT requested additional diligence materials from Alta to supplement its ongoing review and valuation assessment.

On March 16, 2021, EQT received Alta’s bid form draft Purchase Agreement and began analyzing and reviewing the same.

On March 16, 2021, EQT management made a presentation to Alta management, including providing information with respect to EQT’s assets, operations and long-term financial forecasts.

On March 18, 2021, certain members of the EQT management team overseeing the proposed transaction with Alta met internally via telephone with members of various EQT departments to discuss due diligence efforts performed to date. On March 19, 2021, the EQT management team primarily overseeing the proposed transaction with Alta met with Latham & Watkins telephonically, to discuss the bid form draft Purchase Agreement and issues identified by Latham & Watkins in connection therewith.

On March 30, 2021, EQT held a special Board Meeting to review a potential final non-binding bid. During the meeting, the Board reviewed updated diligence materials and analyses with respect to the Alta assets. EQT management also presented the Board with an updated valuation proposal with respect to the potential Acquisition. EQT management discussed with the Board its prior and ongoing diligence efforts, including a review of PDP and type curve forecasts, gathering and compression systems, geohazards and the development schedule, well design and capital costs, operating costs, data relevant to assessing Alta’s emissions intensity, leasehold, local gas pricing markets and Alta’s portfolio of firm transportation / firm sales agreements and hedge book. The Board approved submission of a final round bid, comprised of a combination of cash consideration, which would be funded through the issuance of debt, and the issuance of shares of Common Stock to Alta (the “Third Bid”).

On March 31, 2021, EQT submitted its non-binding Third Bid together with a material issues list based on the bid form draft Purchase Agreement provided by Alta on March 16, 2021.

On April 2, 2021, EQT management received a call from Citi suggesting that EQT continue its due diligence review and requesting that EQT prepare to submit a revised draft of the Purchase Agreement. Citi also conveyed that both EQT’s aggregate Purchase Price and amount of cash consideration were inferior to competing proposals, and that EQT should consider increasing both in a revised proposal to be submitted with its mark-up of the Purchase Agreement.

On April 7, 2021, based upon this feedback from Citi, its incremental diligence performed to date and the prior approval received from its Board at the March 30th meeting, EQT submitted a further revised bid to Alta, reflecting an aggregate consideration of  $2.925 billion ($1.0 billion in cash and $1.925 billion in shares of Common Stock) together with a markup of the Purchase Agreement.

Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition

On April 8, 2021, Mr. Rice received a call from Mr. Greenberg informing him that EQT was the chosen bidder and that EQT would move forward in the sale process. Later that day, Latham & Watkins and Kirkland & Ellis, counsel to Alta Resources, held a teleconference to discuss the process to move towards execution of a definitive purchase agreement.

Latham & Watkins and EQT then began coordinating with respect to due diligence, timing and the process for the R&W Insurance Policy.

On April 16, 2021, EQT received a revised draft of the Purchase Agreement from Alta Resources and Kirkland & Ellis, and EQT and Latham & Watkins began reviewing the revised draft.

On April 21, 2021, at a regularly scheduled telephonic meeting, the Board discussed, among other things, the current status of the Acquisition.

On April 23, 2021, Alta, EQT, Kirkland & Ellis and Latham & Watkins participated in a conference call to discuss material issues regarding the Purchase Agreement.

During the last week of April 2021, the Purchase Agreement and various other transaction documents, including the Registration Rights Agreement, were drafted and negotiated, and EQT also continued and completed certain aspects of its due diligence review. In addition, several subject matter specific diligence calls were held between members of management at Alta and EQT.

During the first week of May 2021, EQT continued its due diligence review and Alta, EQT, Kirkland & Ellis and Latham & Watkins continued drafting and revising the Purchase Agreement and various other transaction documents, including the Registration Rights Agreement.

On May 3, 2021, an underwriting call among EQT, Latham & Watkins, Aon Risk Services Northeast, Inc., Tokio Marine HCC, AIG Specialty Insurance Services, Concord Specialty Services, ASQ Underwriting Services, QBE Specialty Insurance Company, Ethos Specialty Insurance Services, Mayer Brown LLP and Dazkal Bolton LLP was held with respect to the R&W Insurance Policy.

On May 4, 2021, EQT held a special Board meeting in respect of the Acquisition.

At this meeting, BofA Securities reviewed with the Board of Directors BofA Securities’ financial analysis of the consideration to be paid by EQT in the Acquisition and advised the Board that BofA Securities expected to be able to deliver an opinion, which was subsequently delivered to the Board on May 5, 2021, that as of that date and based on and subject to various assumptions and limitations described in its opinion, the Purchase Price to be paid by EQT in the Acquisition, was fair, from a financial point of view, to EQT. The aggregate consideration for the Acquisition remained at $2.925 billion ($1.0 billion in cash and 105,306,346 shares of Common Stock having a value of  $1.925 billion). Following additional discussion, the Board unanimously (i) determined that the Purchase Agreement and the transactions contemplated thereby were advisable and in the best interests of EQT, (ii) approved the Purchase Agreement and the transactions contemplated thereby, (iii) approved submitting to EQT’s shareholders a proposal to approve the issuance of the Stock Consideration, (iv) resolved to recommend that EQT’s shareholders approve the issuance of the Stock Consideration, (v) approved the offer, issuance and sale of up to $1.0 billion in aggregate principal amount of debt securities (the “Notes Offering”), the proceeds of which would be used to fund the payment of all or a portion of the cash consideration portion of the Purchase Price, and delegated authority to the Special Financing Transactions Committee of the Board to approve the final terms of the Notes Offering and (vi) authorized EQT to obtain a bridge loan commitment of  $1.0 billion to serve as a backstop to the planned Notes Offering.

Late in the evening of May 5, 2021, the Purchase Agreement, escrow agreement and restrictive covenant agreement with certain key executives of Alta were executed and the R&W Insurance Policy was bound.

On the morning of May 6, 2021, a press release was made regarding the execution of the Purchase Agreement and EQT provided the Deposit to the escrow agent on behalf of EQT Buyer.

Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition​

The Board’s Reasons for the Approval of the Acquisition and the Stock Issuance

The Board, in evaluating the transaction with Alta, consulted with EQT’s management and its legal counsel, financial advisors and other advisors. In reaching its unanimous resolution (i) that the terms and conditions of the Purchase Agreement and the transactions contemplated thereby, including the Acquisition, are advisable, fair to and in the best interests of EQT and its shareholders and (ii) to recommend that the shareholders approve the issuance of the Stock Consideration in connection with the Acquisition, the Board considered and evaluated a number of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the Acquisition, the Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of the Company’s reasons for the Acquisition and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 1 of this proxy statement.

The Board considered a number of factors pertaining to the Acquisition as generally supporting its decision to enter into the Purchase Agreement and the transactions contemplated thereby, including but not limited to, the following material factors:

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Accretive to Our Key Financial Metrics.   Alta has a low-cost structure, driven by low royalty burdens averaging 14%, direct mineral ownership, a premium firm transportation portfolio and an owned and operated midstream gathering system serving the operated acreage position. As a result, we expect that the Acquisition will be accretive to our free cash flow and net asset value per share, which we consider key financial metrics. We also expect that the Acquisition will meaningfully reduce our annual corporate free cash flow breakeven gas price (which is the Henry Hub price needed to generate positive free cash flow under a maintenance production plan).

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Accelerate our Deleveraging Strategy.   We expect the Alta Assets’ attractive free cash flow profile will accelerate our deleveraging strategy and further strengthen our commitment to achieving investment grade credit metrics.

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Expansion outside the southwestern Appalachian Basin.   The Acquisition is aligned with our strategic framework and would expand our footprint outside the southwestern Appalachian Basin and establish a core position in the northeast Marcellus with a vertically integrated, basin-leading operating cost business and high-quality, low-risk inventory.

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Business and Financial Condition and Prospects.   The knowledge and familiarity of EQT’s management with Alta’s business, operations, financial condition, earnings and prospects. The Board discussed and deliberated at length with EQT’s management matters relating to Alta’s business, operations, financial condition, earnings and prospects.

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Opinion of BofA Securities.   The opinion of BofA Securities, dated May 5, 2021, to the Board of Directors as to the fairness, from a financial point of view and as of the date of the opinion, to EQT of the Purchase Price to be paid by EQT in the Acquisition, as more fully described below in “Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition—The Acquisition—Opinion of EQT’s Financial Advisor.”

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Terms of the Purchase Agreement; Ability to Consider, Receive and Respond to Unsolicited Proposals.   The Board considered the terms of the Purchase Agreement related to the Company’s ability to respond to unsolicited acquisition proposals and determined that third parties would be unlikely to be deterred from making an acquisition proposal by the provisions of the Purchase Agreement because the Board may, under certain circumstances, furnish information or enter into discussions in connection with an acquisition proposal.

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Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition

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Likelihood of Completion.   The Board’s belief of the reasonable likelihood that the Acquisition will be completed based on, among other things, the conditions to the Acquisition and that the outside date of November 1, 2021 under the Purchase Agreement allows for sufficient time to complete the Acquisition.

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Shareholder Approval.   The fact that the Company’s shareholders will have the opportunity to vote on the Stock Issuance Proposal, which is a condition precedent to the Acquisition.

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The Board was also aware of and considered a variety of uncertainties and risks and other potentially negative factors in its deliberations concerning the Purchase Agreement and the Acquisition, including, but not limited to, the following:

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Risks in Obtaining the Benefits of the Acquisition.   The risk that the integration of the Company and Alta Target Entities and their subsidiaries may not be as successful as expected and that the anticipated benefits of the Acquisition may not be realized in full or in part in the expected time frame.

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Business Disruption Resulting from the Acquisition.   The possibility that the announcement and pendency of the Acquisition could result in the disruption of the Company’s business, including the possible diversion of management and employee attention, potential employee attrition and potential adverse effects on the Company’s business relationships.

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Significant Stock Issuance.   The potential impact on the market price of the Common Stock as a result of the larger amount of outstanding Common Stock as a result of the issuance of the Stock Consideration to Alta Resources.

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No-Shop Restrictions.   The restrictions that the Purchase Agreement imposes on EQT from soliciting acquisition proposals by third parties to acquire EQT.

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Termination Fee and Expense Reimbursement.   The possibility that the payment of the Termination Fee of  $146.25 million, payable by EQT to Alta Resources under certain circumstances, may deter third parties from exploring an alternative transaction with the Company and, if the Purchase Agreement is terminated in circumstances where the Termination Fee is not immediately payable, may impact the Company’s ability to engage in another transaction for up to six months following such termination, and the fact that the Company may be required to pay the Termination Fee under circumstances in which the Company does not engage in another transaction. The Board recognized that the provisions in the Purchase Agreement relating to the Termination Fee and the non-solicitation of acquisition proposals were insisted upon by Alta Resources as a condition to entering into the Purchase Agreement. However, the Board was of the view, after discussions with its legal advisors, that the amount of the Termination Fee and the non-solicitation of acquisitions proposals were reasonable and would not prevent the Board from exercising its fiduciary duties in light of, among other things, the benefits of the Acquisition to the Company, and would not unreasonably deter competing transactions.

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Closing Conditions.   The fact that the completion of the Acquisition requires antitrust clearance in the United States and the satisfaction of other closing conditions that are not within the Company’s control.

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No Financing Condition.   The fact that the Purchase Agreement does not contain a financing condition, and the risk that the financing and any refinancing that may be undertaken in connection with the Acquisition may not ultimately be available at all or on the terms anticipated by the Company.

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Risks Associated with Failure to Complete the Acquisition. The risks and costs to the Company, including (i) the transaction costs to be incurred by the Company in connection with the Acquisition; (ii) that EQT’s shareholders may not approve the Stock Issuance Proposal; and (iii) that the Acquisition may not be completed in a timely manner or at all and the potential consequences of non-completion or delays in completion.

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Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition​

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Litigation Risk.   The inherent risk of litigation in transactions of this nature, including the potential lawsuits that could be brought against the Company or the Board in connection with the Acquisition.

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The Board conducted discussions of, among other things, the factors described above, including asking questions of EQT’s management and its legal and financial advisors. The Board concluded that the potential benefits that it expected the Company to achieve as a result of the Acquisition outweighed the potentially negative factors associated with the Acquisition. Accordingly, the Board unanimously approved and declared advisable the Purchase Agreement and the other transactions contemplated by the Purchase Agreement, including the issuance of shares of Common Stock at the completion of the Acquisition.

Certain Company Projected Financial Information

EQT does not, as a matter of course, publicly disclose long-term projections as to future revenues, earnings or other results due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, certain non-public financial forecasts covering multiple years, that were prepared by EQT management and not for public disclosure, were provided to the Board and BofA Securities, EQT’s financial advisor, for its use in advising EQT and reliance in connection with its preparation of its financial analyses and opinion as described in the section entitled “Opinion of EQT’s Financial Advisor.”

A summary of those financial forecasts is not being included in this proxy statement to influence your decision whether to vote for or against the Stock Issuance Proposal, but is being included because such forecasts were made available to the Board and EQT’s financial advisor. The EQT forecasted financial information was prepared by EQT management.

The inclusion of this information should not be regarded as an indication that the Board, EQT (or any of its affiliates, officers, directors, advisors or other representatives) or any other person considered, or now considers, the EQT forecasted financial information to be necessarily predictive of actual future events or results of the Company’s or Alta’s operations and should not be relied upon as such. EQT management’s internal financial forecasts, upon which the EQT forecasted financial information is based, are subjective in many respects. There can be no assurance that the projections contained in the EQT forecasted financial information will be realized or that actual results will not be significantly different than those forecasted. The EQT forecasted financial information covers multiple years and such information by its nature becomes less predictive with each successive year. As a result, the EQT forecasted financial information summarized in this proxy statement should not be relied on as necessarily predictive of actual future events.

In addition, the EQT forecasted financial information was not prepared with a view to publicly disclosing such information or to complying with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of forecasted financial information. Neither EY, EQT’s independent registered public accounting firm, nor any other independent accountants, have audited, compiled, examined or performed any procedures with respect to the EQT forecasted financial information summarized in this proxy statement, nor have they expressed any opinion or provided any other form of assurance with respect to such information or the achievability of the projections contained therein.

The EQT forecasted financial information is based on numerous variables and assumptions that were deemed to be reasonable as of the date on which such projections were finalized. However, such assumptions are inherently uncertain and difficult or impossible to predict or estimate and most of them are beyond EQT’s or Alta’s control. Assumptions that were used by EQT in developing the EQT forecasted financial information include, but are not limited to, the following: no unannounced acquisitions; normal weather in the forward-looking periods; ongoing investments in EQT’s and Alta’s existing entities for maintenance, integrity and other capital expenditures; and no material fluctuations in interest rate assumptions over the forward-looking periods. The EQT forecasted financial information also reflects assumptions regarding the continuing nature of certain business decisions

Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition

that, in reality, are subject to change. The EQT forecasted financial information is generally based on information known to EQT management as of April 29, 2021.

Important factors that may affect actual results and cause the projections contained in the EQT forecasted financial information not to be achieved include, but are not limited to, changes in commodity prices from those described in such forecasted information, risks and uncertainties relating to the Company’s and Alta’s businesses (including the ability to achieve strategic goals, objectives and targets), industry performance, the legal and regulatory environment, general business and economic conditions and other factors described in this proxy statement or described or referenced in EQT’s filings with the SEC, including the Annual Report, subsequent quarterly reports on Form 10-Q and current reports on Form 8-K. The EQT forecasted financial information summarized in this proxy statement constitutes “forward-looking statements” and actual results may differ materially and adversely from those projected. For more information, see the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” In addition, the summary of the EQT forecasted financial information reflects assumptions that are subject to change and does not reflect revised prospects for the Company’s or Alta’s respective businesses, changes in general business or economic conditions or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the EQT forecasted financial information was prepared.

EQT management developed the forecasted financial information, in connection with its evaluation of the Acquisition, utilizing reasonably available estimates and judgments at the time of its preparation, including the commodity price assumptions described below. The EQT forecasted financial information is based upon the internal financial model that EQT has historically used in connection with its strategic planning and budgeting process. The EQT forecasted financial information (other than the pro forma forecasts) was developed on a standalone basis without giving effect to the Acquisition, and therefore the EQT forecasted financial information does not give effect to the Acquisition or any changes to the Company’s operations or strategy that may be implemented after the effective time of the Acquisition, if the Acquisition is completed, including any potential cost synergies to be realized as a result of the Acquisition or any costs incurred in connection with the Acquisition. Furthermore, the EQT forecasted financial information does not take into account the effect of any failure of the Acquisition to be completed and should not be viewed as accurate or continuing in that context.

Accordingly, there can be no assurance that the projections contained in the EQT forecasted financial information will be realized or that EQT’s future financial results will not vary materially from the EQT forecasted financial information. Neither EQT nor Alta, or any of their respective affiliates, officers, directors, advisors or other representatives, can give any assurance that actual results will not differ from the EQT forecasted financial information, nor does any such party undertake any obligation to update or otherwise revise or reconcile the EQT forecasted financial information to reflect circumstances existing, or developments or events occurring, after the date on which the EQT forecasted financial information was finalized, or that may occur in the future, even if any or all of the assumptions underlying the EQT forecasted financial information turn out to be incorrect. EQT does not intend to make available publicly any update or other revision to the EQT forecasted financial information, except as otherwise required by applicable law. None of EQT or any of its affiliates, officers, directors, advisors or other representatives has made or makes any representation to any EQT shareholder, Alta equityholder or any other person regarding the ultimate performance of the Company or Alta compared to the information contained in the EQT forecasted financial information, or that the projections contained in the EQT forecasted financial information will be achieved.

In light of the foregoing factors as well as the uncertainties inherent in the EQT forecasted financial information, and given that the Special Meeting will be held several months after the EQT forecasted financial information was prepared, EQT shareholders are cautioned not to place undue, if any, reliance on the information presented in this summary of the EQT forecasted financial information, and EQT urges all EQT shareholders to review EQT’s most recent SEC filings for a description of EQT’s reported financial results. The inclusion of this information in this proxy statement does not constitute an admission or representation by EQT or its advisors or representatives or any other person that the information is material, particularly in light of the inherent risks and uncertainties associated with such forecasts.

Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition​

Summary of EQT’s Forecasted Financial Information

The unaudited forecasted financial data was prepared utilizing various assumptions, including, but not limited to, the following commodity price assumptions: the NYMEX strip pricing as of April 29, 2021:

The following table presents a summary of the EQT unaudited forecasted financial data provided to BofA Securities for its use and reliance in connection with its preparation of its analysis and opinion based on the above-referenced assumptions:

EQT management also prepared certain internal financial analyses of and forecasts for the Company on a pro forma basis, giving effect to the Acquisition, and provided such internal analyses and forecasts to BofA Securities for its use and reliance in connection with its preparation of its financial analyses and opinion. For more information on BofA Securities’ analyses, see “Opinion of EQT’s Financial Advisor.”

The following table summarizes the EQT pro forma forecast:

EQT management also provided to the Board, in connection with its evaluation of the Acquisition, and to BofA Securities, for its use and reliance in connection with its preparation of its financial analyses and opinion, unaudited prospective financial and operating information with respect to Alta, which was prepared by Alta and adjusted by EQT management on a basis intended to harmonize certain assumptions underlying EQT’s prospective financial information summarized above and which reflected the diligence undertaken by EQT management with respect to Alta.

The following table presents a summary of the unaudited prospective financial and operating information regarding Alta as prepared by Alta and adjusted by EQT management using the same pricing assumptions described above:

Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition

The unaudited forecasted financial information and the EQT pro forma forecasts set forth in the tables above are not measures that have a standardized meaning prescribed by GAAP and may not be comparable with similar measures presented by other companies. For purposes of the unaudited forecasted financial information and the EQT pro forma forecasts presented above, (1) Adjusted EBITDA is defined as net income (loss), excluding interest expense, income tax (benefit) expense, depreciation and depletion, amortization of intangible assets, (gain) loss on sale/exchange of long-lived assets, impairments, the revenue impact of changes in the fair value of derivative instruments prior to settlement and certain other items that impact comparability between periods, (2) Year End Net Debt / LTM Adjusted EBITDA is defined as the ratio of  (i) total debt, as of the applicable year end, less cash and cash equivalents to (ii) Adjusted EBITDA, as defined above, for the last twelve months, (3) Free Cash Flow is defined as adjusted operating cash flow less accrual-based capital expenditures, excluding capital expenditures attributable to noncontrolling interests and (4) adjusted operating cash flow is defined as net cash provided by operating activities less changes in other assets and liabilities.

EQT DOES NOT INTEND TO UPDATE OR OTHERWISE REVISE THE ABOVE UNAUDITED FINANCIAL AND OPERATING FORECASTS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE ON WHICH SUCH FORECASTS WERE FINALIZED OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IF ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH UNAUDITED FINANCIAL AND OPERATING FORECASTS ARE NO LONGER APPROPRIATE, EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW.

Opinion of EQT’s Financial Advisor

EQT has retained BofA Securities to act as EQT’s financial advisor in connection with the Acquisition. BofA Securities is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. EQT selected BofA Securities to act as EQT’s financial advisor in connection with the Acquisition on the basis of BofA Securities’ experience in transactions similar to the Acquisition, its reputation in the investment community, its familiarity with EQT and its respective businesses and its significant energy sector M&A experience.

On May 5, 2021, BofA Securities delivered to the Board a written opinion dated May 5, 2021, to the effect that, as of such date and based on and subject to various assumptions and limitations described in its opinion, the Purchase Price was fair, from a financial point of view, to EQT.

The full text of the written opinion of BofA Securities to the Board, which sets forth, among other things, the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by BofA Securities in rendering its opinion, is attached as Annex D to this proxy statement and is incorporated by reference herein in its entirety. The following summary of BofA Securities’ opinion is qualified in its entirety by reference to the full text of the written opinion. BofA Securities delivered its opinion to the Board for the benefit and use of the Board (in its capacity as such) in connection with and for purposes of its evaluation of the Purchase Price provided for in the Acquisition from a financial point of view. BofA Securities’ opinion does not address any terms or other aspects or implications of the Acquisition and no opinion or view was expressed as to the relative merits of the Acquisition in comparison to other strategies or

Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition​

transactions that might be available to EQT or any of its affiliates or in which EQT or any of its affiliates might engage or as to the underlying business decision of EQT to proceed with or effect the Acquisition. BofA Securities’ opinion does not constitute a recommendation to any shareholder as to how to vote or act in connection with the Stock Issuance Proposal or any other matter.

In connection with rendering its opinion, BofA Securities has, among other things:

(a)

reviewed certain publicly available business and financial information relating to the Alta Target Entities and EQT;

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(b)

reviewed certain internal financial and operating information with respect to the business, operations and prospects of the Alta Target Entities furnished to or discussed with us by the management of Seller, including certain financial forecasts relating to the Alta Target Entities prepared by the management of Seller (such forecasts, the “Alta Forecasts”);

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(c)

reviewed certain financial forecasts relating to the Alta Target Entities prepared by the management of EQT (the “EQT-Alta Forecasts”) and discussed with the management of EQT its assessments as to the relative likelihood of achieving the future financial results reflected in the Alta Forecasts and the EQT-Alta Forecasts;

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(d)

reviewed certain internal financial and operating information with respect to the business, operations and prospects of EQT furnished to or discussed with us by the management of EQT, including certain financial forecasts relating to EQT prepared by the management of EQT (such forecasts, the “EQT Forecasts”);

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(e)

discussed the past and current business, operations, financial condition and prospects of the Alta Target Entities with members of senior managements of Seller and EQT, and discussed the past and current business, operations, financial condition and prospects of EQT with members of senior management of EQT;

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(f)

reviewed the potential pro forma financial impact of the Acquisition on the future financial performance of EQT, including the potential effect on EQT’s estimated earnings per share;

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(g)

reviewed the trading history for the Common Stock and a comparison of such trading history with the trading histories of other companies we deemed relevant;

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(h)

compared certain financial information of the Alta Target Entities and certain financial and stock market of EQT with similar information of other companies we deemed relevant;

​

(i)

compared certain financial terms of the Acquisition to financial terms, to the extent publicly available, of other transactions we deemed relevant;

​

(j)

reviewed a draft, dated May 5, 2021, of the Purchase Agreement (the “Draft Agreement”); and

​

(k)

performed such other analyses and studies and considered such other information and factors as we deemed appropriate.

​

In arriving at its opinion, BofA Securities assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with BofA Securities and BofA Securities relied upon the assurances of the managements of EQT and Seller that they are not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Alta Forecasts, BofA Securities were advised by Seller, and BofA Securities assumed, that they have been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Seller as to the future financial performance of the Alta Target Entities. With respect to the EQT-Alta Forecasts and the EQT Forecasts, BofA Securities assumed, at the direction of EQT, that they have been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of EQT

Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition

as to the future financial performance of the Alta Target Entities and EQT and, based on the assessments of the management of EQT as to the relative likelihood of achieving the future financial results reflected in the Alta Forecasts and the EQT-Alta Forecasts, BofA Securities relied, at the direction of EQT, on the EQT-Alta Forecasts for purposes of its opinion. BofA Securities did not make, nor were they provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of the Alta Target Entities or EQT, nor have we made any physical inspection of the properties or assets of the Alta Target Entities or EQT. BofA Securities did not evaluate the solvency or fair value of Alta Target Entities or EQT under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Securities assumed, at the direction of EQT, that the Acquisition will be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Acquisition, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, will be imposed that would have an adverse effect on Seller, Alta Target Entities, EQT or the contemplated benefits of the Acquisition. BofA Securities also assumed, at the direction of EQT, that that the final executed Agreement will not differ in any material respect from the Draft Agreement reviewed by BofA Securities.

BofA Securities expressed no opinion or view as to any terms or other aspects or implications of the Acquisition (other than the Purchase Price to the extent expressly specified herein), including, without limitation, the form or structure of the Acquisition, any adjustment to the Purchase Price, or any terms, aspects or implications of any other agreement, arrangement or understanding entered into in connection with or related to the Acquisition or otherwise. BofA Securities’ opinion was limited to the fairness, from a financial point of view, to EQT of the Purchase Price provided for in the Acquisition and no opinion or view was expressed with respect to any Purchase Price received in connection with the Acquisition by the holders of any class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the Acquisition, or class of such persons, relative to the Purchase Price or otherwise. Furthermore, no opinion or view was expressed as to the relative merits of the Acquisition in comparison to other strategies or transactions that might be available to EQT or in which EQT might engage or as to the underlying business decision of EQT to proceed with or effect the Acquisition. BofA Securities did not express any opinion as to what the value of the Common Stock actually will be when issued or the prices at which the Common Stock will trade at any time, including following announcement or consummation of the Acquisition. In addition, BofA Securities expressed no opinion or recommendation as to how any shareholder should vote or act in connection with the Stock Issuance Proposal or any other matter.

BofA Securities’ opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Securities as of, the date of its opinion. BofA Securities noted that the credit, financial and stock markets have been experiencing unusual volatility and BofA Securities expressed no opinion or view as to any potential effects of such volatility on EQT, Alta Target Entities or the Acquisition. It should be understood that subsequent developments may affect its opinion, and BofA Securities does not have any obligation to update, revise or reaffirm its opinion. The issuance of BofA Securities’ opinion was approved by a fairness opinion review committee of BofA Securities. Except as described in this summary, EQT imposed no other limitations on the investigations made or procedures followed by BofA Securities in rendering its opinion.

The discussions set forth below in the sections entitled “—Summary of Material Alta Target Entities Financial Analyses,” “—Summary of Material EQT Financial Analyses” and “—Summary of Material Relative Financial Analyses” represent a brief summary of the material financial analyses presented by BofA Securities to the Board of Directors in connection with BofA Securities’ opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Securities, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Securities. Considering the data set

Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition​

forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Securities.

Summary of Material Alta Target Entities Financial Analyses

Selected Publicly Traded Companies Analysis.   BofA Securities reviewed publicly available financial and stock market information for Alta Target Entities and ten publicly traded companies in the energy sector. BofA Securities reviewed, among other things, enterprise values of the selected publicly traded companies, calculated as equity values based on closing stock prices on April 29, 2021, plus debt, plus preferred stock, plus minority interest, and less cash and cash equivalents, as a multiple of estimated calendar year 2021 and estimated calendar year 2022 earnings before interest, taxes, depreciations and amortization, commonly referred to as EBITDA. The selected publicly traded companies and their respective multiples are as follows:

The overall low to high calendar year 2021 and 2022 EBITDA multiples observed for the selected publicly traded companies were 4.3x to 6.4x (with a median of 5.0x) and 3.6x to 5.7x (with a median of 4.7x), respectively. Estimated financial data of the selected publicly traded companies were based on public company disclosures and publicly available research analysts’ estimates, and estimated financial data of Alta Target Entities were based on the EQT-Alta Forecasts.

Based on the financial characteristics of the selected publicly traded companies and Alta Target Entities, and based on its professional judgment and experience, BofA Securities applied 2021 and 2022 EBITDA multiples of 4.5x to 5.5x, and 4.2x to 5.2x, respectively, derived from the selected publicly traded companies to Alta’s calendar year 2021 and 2022 estimated EBITDA of  $565 million and $618 million, respectively, as set forth in the EQT-Alta Forecasts, to calculate ranges of implied enterprise values for Alta Target Entities of  $2,544 million to $3,110 million, based on 2021 EBITDA, and $2,595 million to $3,213 million, based on 2022 EBITDA, in each case using projections based on Consensus Pricing (as defined below under “—Summary of Material Alta Target Entities Financial Analyses—Discounted Cash Flow Analysis”). The enterprise value of Alta Target Entities implied by the Purchase Price is $2,925 million.

No company used in this analysis is identical or directly comparable to Alta Target Entities. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which Alta Target Entities were compared.

Selected Precedent Transactions Analysis.   BofA Securities reviewed, to the extent publicly available, financial information relating to 12 selected transactions involving companies in the energy sector. BofA Securities reviewed transaction values, calculated as the enterprise value implied for the target company based on the consideration payable in the selected transaction, as a multiple of the target company’s estimated EBITDA (based on consensus estimates of brokerage firms) for the fiscal year in

Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition

which the transaction was announced (“FY+1”) and the fiscal year occurring one year (“FY+2”) following the transaction. The selected transactions and their respective multiples are as follows:

The overall low to high multiples of the target companies’ enterprise value to FY +1 EBITDA and FY+2 EBITDA for the selected transactions were 3.2x to 9.3x (with a median of 4.9x), and 3.1x to 11.8x (with a median of 4.5x), respectively. Estimated financial data of the selected transactions were based on publicly available information. Estimated financial data of Alta Target Entities were based on the EQT-Alta Forecasts.

BofA Securities then applied enterprise value/ EBITDA multiples of 4.4x to 5.4x and 4.0x to 5.0x, derived from the selected transactions and based on its professional experience and judgment, to Alta Target Entities’ estimated calendar year 2021 EBITDA and estimated calendar year 2022 EBITDA, to calculate ranges of implied enterprise values for Alta Target Entities. In applying the estimated calendar year 2021 and 2022 multiples, BofA Securities took into consideration, among other things, the observed data for the selected publicly traded companies and for Alta Target Entities, the historical trading prices of the common stocks of the selected publicly traded companies and the differences in the financial profiles, including production growth profiles, of Alta Target Entities and the selected publicly traded companies.

Using projections based on Consensus Pricing (as defined below under “—Summary of Material Alta Target Entities Financial Analyses—Discounted Cash Flow Analysis”), this analysis indicated the following approximate implied enterprise value ranges for Alta Target Entities:

No company, business or transaction used in this analysis is identical or directly comparable to Alta Target Entities or the Acquisition. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values of the companies, business segments or transactions to which Alta Target Entities and the Acquisition were compared.

Discounted Cash Flow Analysis.   BofA Securities performed a discounted cash flow analysis of Alta Target Entities to calculate the estimated present value of the standalone unlevered free cash flows that

Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition​

Alta Target Entities was forecasted to generate during calendar years 2021 through 2025 based on the EQT-Alta Forecasts.

The discounted cash flow analysis of Alta Target Entities was performed using projections based on two alternative pricing scenarios reflecting oil and gas commodity pricing assumptions and sensitivities, namely consensus pricing and strip pricing. Consensus pricing refers to (i) in the case of crude oil, the mean of the estimated prices obtained by BofA Securities from brokerage firms for West Texas Intermediate crude oil obtained from FactSet as of April 29, 2021, and (ii) in the case of natural gas, the mean of the published prices for certain publicly available Henry Hub natural gas transactions obtained from FactSet as of April 29, 2021 (“Consensus Pricing”). Strip pricing refers to the New York Mercantile Exchange (“NYMEX”) strip pricing available as of April 29, 2021, as provided by EQT’s management, which is consistent with the methodology used by EQT in preparing the EQT-Alta Forecasts (“Strip Pricing”).

BofA Securities calculated terminal values for Alta Target Entities by applying terminal multiples of 3.0x, 4.0x, and 5.0x to Alta Target Entities’ terminal year estimated EBITDA. The cash flows and terminal values were then discounted to present value as of January 1, 2021 using discount rates of 7.1%, 8.0%, and 8.9%, which were based on an estimate of Alta Target Entities’ weighted average cost of capital.

Using projections based on Consensus Pricing, this analysis indicated the following approximate enterprise value ranges for Alta Target Entities, as compared to the enterprise value implied by the Purchase Price:

BofA Securities performed the same analysis using projections based on Strip Pricing, which indicated the following approximate enterprise value ranges for Alta Target Entities, as compared to the enterprise value implied by the Purchase Price:

Summary of Material EQT Financial Analyses

Selected Publicly Traded Companies Analysis.   BofA Securities reviewed publicly available financial and stock market information for EQT and fourteen publicly traded companies in the energy sector. BofA Securities reviewed, among other things, enterprise values of the selected publicly traded companies, calculated as equity values based on closing stock prices on April 27, 2021, plus debt, plus preferred stock, plus minority interest, and less cash and cash equivalents, as a multiple of estimated calendar year 2021 and estimated calendar year 2022 earnings before interest, taxes, depreciations and amortization, commonly referred to as EBITDA, including stock-based compensation expenses and excluding one-time, non-recurring expenses, referred to herein as EBITDA. The median enterprise value / calendar year 2021 EBITDA multiple observed for the selected publicly traded companies was 5.1x, and the median enterprise value / estimated calendar year 2022 EBITDA multiple for the selected publicly traded companies was 5.4x. The selected publicly traded companies and their respective multiples are as follows:

Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition

The overall low to high estimated calendar year 2021 and 2022 EBITDA multiples observed for selected publicly traded companies were 4.6x to 5.6x (with a median of 5.1x) and 4.9x to 5.9x (with a median of 5.4x), respectively. Estimated financial data of the selected publicly traded companies were based on publicly available research analysts’ estimates and estimated financial data of EQT were based on the EQT Forecasts.

Based on the financial characteristics of the selected publicly traded companies and EQT, and based on its professional judgment and experience, BofA Securities applied calendar year 2021 and 2022 EBITDA multiple ranges of 4.6x to 5.6x and 4.9x to 5.9x, respectively, derived from the selected publicly traded companies to EQT’s calendar year 2021 and 2022 estimated EBITDA of  $1,849 million and $1,843 million, respectively, as set forth in the EQT Forecasts, to calculate ranges of implied enterprise values per share of Common Stock. BofA Securities then calculated implied per share of Common Stock equity value reference ranges by deducting estimated net debt of EQT of  $4,907 million as of December 31, 2020, as provided by EQT’s management, from such enterprise values, and dividing the result by the number of fully-diluted shares outstanding, calculated using the treasury stock method, based on information provided by EQT management.

Using projections based on Consensus Pricing, this analysis indicated the following approximate implied per share of Common Stock equity value reference ranges for EQT, rounded to the nearest $0.01, as compared to the trading price of the Common Stock as of May 4, 2021:

No company used in this analysis is identical or directly comparable to EQT. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which EQT was compared.

Discounted Cash Flow Analysis. BofA Securities performed a discounted cash flow analysis of EQT to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that EQT was forecasted to generate during calendar years 2021 through 2025 based on the EQT Forecasts.

The discounted cash flow analysis of EQT was performed using projections based on Consensus Pricing and Strip Pricing described above under “—Summary of Material Alta Target Entities Financial Analyses—Discounted Cash Flow Analysis.”

Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition​

BofA Securities calculated terminal values for EQT by applying terminal multiples of 4.5x, 5.5x, and 6.5x to EQT’s terminal year estimated EBITDA. The cash flows and terminal values were then discounted to present value as of January 1, 2021 using discount rates of 6.6%, 7.5%, and 8.4%, which were based on an estimate of EQT’s weighted average cost of capital. From the resulting enterprise values, BofA Securities deducted estimated net debt of EQT as of December 31, 2020 of  $4,907 million, as provided by EQT’s management, from such enterprise values and dividing the result by the number of fully-diluted shares outstanding, calculated using the treasury stock method, based on information provided by EQT’s management.

Using projections based on Consensus Pricing, this analysis indicated the following approximate implied per share of Common Stock equity value reference ranges for EQT, rounded to the nearest $0.01, as compared to the trading price of the Common Stock as of May 4, 2021:

BofA Securities performed the same analysis using projections based on Strip Pricing, which indicated the following approximate implied per share of Common Stock equity value ranges for EQT, rounded to the nearest $0.01, as compared to the trading price of the Common Stock as of May 4, 2021:

Summary of Material Relative Financial Analyses

BofA Securities performed a has/gets analysis to calculate the theoretical change in value for the EQT shareholders resulting from the Acquisition based on their pro forma ownership of the Common Stock following the Acquisition, as compared to their ownership of the Common Stock on a stand-alone basis, based on the discounted cash flow analyses for each of Alta Target Entities and EQT described above under “—Summary of Material EQT Financial Analyses—Discounted Cash Flow Analysis” and “—Summary of Material Alta Target Entities Financial Analyses—Discounted Cash Flow Analysis.”

BofA Securities used the reference ranges obtained in its discounted cash flow analyses for EQT and Alta Target Entities, using projections based on Consensus Pricing and Strip Pricing for each company, as described under the abovementioned sections. BofA Securities calculated the implied per share equity values for EQT on a stand-alone basis using (a) the high end of the implied equity value reference ranges (reflecting a terminal multiple of 6.5x and a discount rate of 6.6%), (b) the midpoint of the implied equity value reference range (reflecting a terminal multiple of 5.5x and a discount rate of 7.5%), and (c) the low end of the implied equity value reference range (reflecting a terminal multiple of 4.5x and a discount rate of 8.4%). BofA Securities then calculated the implied pro forma per share equity values for EQT resulting from the Acquisition using (a) the high end of the implied enterprise value reference range for EQT on a standalone basis (reflecting a terminal multiple of 6.5x and a discount rate of 6.6%) plus the low end of the implied enterprise value reference range for Alta Target Entities on a standalone basis (reflecting a terminal multiple of 3.0x and a discount rate of 8.9%), (b) the midpoint of the implied enterprise value reference ranges for EQT (reflecting a terminal multiple of 5.5x and a discount rate of 7.5%) plus the midpoint of the implied enterprise value reference ranges for Alta Target Entities (reflecting a terminal multiple of 4.0x and a discount rate of 8.0%) and (c) the low end of the implied enterprise value reference ranges for EQT (reflecting a terminal multiple of 4.5x and a discount rate of 8.4%) plus the high end of the implied enterprise value reference range for Alta Target Entities (being a terminal multiple of 5.0x and a discount rate of 7.1%), in each case adjusted for the incremental net debt to be incurred by EQT in the Acquisition (i.e., $1 billion in senior notes plus $52 million in transaction fees minus $593 million of Alta Target Entities debt).

Using projections based on Consensus Pricing for both EQT and Alta Target Entities, this analysis yielded the following implied per share equity value reference ranges for the Common Stock on a

Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition

pro forma basis (rounded to the nearest $0.01) as compared to the implied per share equity value reference range on a standalone basis (rounded to the nearest $0.01):

BofA Securities performed the same analysis using projections based on Strip Pricing for both EQT and Alta Target Entities, which indicated the following implied per share equity value reference ranges for the Common Stock on a pro forma basis (rounded to the nearest $0.01) as compared to the implied per share equity value reference range on a standalone basis (rounded to the nearest $0.01):

Other Factors

BofA Securities also noted certain additional factors that were not considered part of BofA Securities’ material financial analyses with respect to its opinion but were referenced for informational purposes, including, among other things, the following:

■

historical trading prices and trading volumes of the Common Stock during the period from April 29, 2020 until April 29, 2021 (the “Reference Period”); and

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■

the potential pro forma financial effect of the Acquisition on EQT’s estimated adjusted free cash flow per share from 2021 through 2023, which indicated that the Acquisition could be accretive to EQT’s adjusted free cash flow per share in each of calendar years 2021 through 2023.

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Miscellaneous

As noted above, the discussion set forth above in the sections entitled “—Summary of Material Alta Target Entities Financial Analyses,” “—Summary of Material EQT Financial Analyses” and “—Summary of Material Relative Financial Analyses” represent a brief summary of the material financial analyses presented by BofA Securities to the Board of Directors in connection with its opinion and is not a comprehensive description of all analyses undertaken or factors considered by BofA Securities in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Securities believes that its analyses summarized above must be considered as a whole. BofA Securities further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Securities’ analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Securities considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of EQT and Alta Target Entities. The estimates of the future performance of EQT and Alta Target Entities in or underlying BofA Securities’ analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Securities’ analyses. These analyses were prepared solely as part of BofA Securities’ analysis of the fairness, from a financial point of view, of the Purchase Price and were provided to the Board of Directors

Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition​

in connection with the delivery of BofA Securities’ opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Securities’ view of the actual values of EQT or Alta Target Entities.

The type and amount of Purchase Price payable in the Acquisition was determined through negotiations between EQT and Seller, rather than by any financial advisor, and was approved by the Board of Directors. The decision to enter into the Purchase Agreement was solely that of the Board of Directors. As described above, BofA Securities’ opinion and analyses were only one of many factors considered by the Board of Directors in its evaluation of the proposed Acquisition and should not be viewed as determinative of the views of the Board of Directors or management with respect to the Acquisition or the Purchase Price.

EQT has agreed to pay BofA Securities for its services in connection with the Acquisition an aggregate fee of up to $14 million, approximately $1.25 million of which was payable upon delivery of its opinion and the remaining portion of which is contingent upon consummation of the Acquisition. BofA Securities and certain of its affiliates also are participating in the financing for the Acquisition, for which services it and its affiliates will receive significant compensation. BofA Securities, together with another bank, entered into a commitment letter with EQT with respect to certain financing arrangements in connection with the Acquisition. Pursuant to such commitment letter, BofA Securities acted as a joint active bookrunner with respect to the bridge loan facility. In addition, BofA Securities also acted as a joint active bookrunner with respect to the Notes Offering. BofA Securities received an aggregate fee of  $4.25 million in connection with such financing arrangements. EQT also has agreed to reimburse BofA Securities for its expenses incurred in connection with BofA Securities’ engagement and to indemnify BofA Securities, any controlling person of BofA Securities and each of their respective directors, officers, employees, agents and affiliates against specified liabilities, including liabilities under the federal securities laws.

BofA Securities and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Securities and its affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of EQT, Seller and certain of their respective affiliates.

BofA Securities and its affiliates in the past also have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to EQT and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as joint bookrunner and co-lead arranger for, and as a lender (including a letter of credit lender) on EQT’s revolving credit facility and as a lender to EQT for a prior acquisition; (ii) having acted or acting as joint bookrunner on a convertible bond offering and multiple bond offerings for EQT; (iii) having acted as dealer manager on certain debt tender offers; and (iv) having provided or providing certain commodity and derivatives trading services to EQT and its affiliates. From April 1, 2019 through March 31, 2021, BofA Securities and its affiliates derived aggregate revenues from EQT and its affiliates of approximately $30 million.

Total Shares of Common Stock to be Issued in the Acquisition

Upon completion of the Acquisition, 105,306,346 shares of Common Stock will be issued to the Alta Holders as partial consideration for the Target Interests to be acquired by EQT Buyer, assuming no adjustments are made to the Purchase Price pursuant to the Purchase Agreement. As such, it is anticipated that, EQT’s current shareholders will own approximately 73% of EQT and the Alta Holders will own, in the aggregate, approximately 27% of EQT.

Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition

Appraisal Rights

Appraisal rights are not available to EQT’s shareholders in connection with the Acquisition.

Accounting Treatment

The Acquisition will be accounted for using the acquisition method of accounting for business combinations. The allocation of the preliminary estimated Purchase Price is based upon management’s estimates of and assumptions related to the fair value of assets to be acquired and liabilities to be assumed. EQT expects to finalize its allocation of the purchase consideration as soon as practicable after completion of the Acquisition, but EQT is not required to finalize such allocation for one year from the closing date of the Acquisition. For U.S. federal income tax purposes, the Acquisition will be treated as an asset purchase (such that the tax basis in the Alta Assets will generally reflect the allocated fair value at closing) and direct liability assumption.

Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder by the FTC, certain transactions may not be consummated unless information has been furnished to the Antitrust Division and the FTC and certain waiting period requirements have been satisfied. The Acquisition is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC. If the FTC or the Antitrust Division makes a Second Request, the waiting period with respect to the Acquisition will be extended for an additional period of 30 calendar days, which will begin on the date on which the Company and Alta each certify compliance with the Second Request. Complying with a Second Request can take a significant period of time. On May 14, 2021, the Company and Alta filed the required forms under the HSR Act with the Antitrust Division and the FTC. The 30-day waiting period with respect to the Acquisition, which cannot expire on a Saturday, Sunday or a U.S. federal holiday, expires at 11:59 p.m. Eastern Time on June 14, 2021 unless the FTC and the Antitrust Division issue a Second Request.

At any time before or after consummation of the Acquisition, notwithstanding expiration of the waiting period under the HSR Act, the applicable competition authorities could take such action under applicable antitrust laws as each deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Acquisition. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot assure you that the Antitrust Division, the FTC, any state attorney general or any other government authority will not attempt to challenge the Acquisition on antitrust grounds, and, if such a challenge is made, we cannot assure you as to its result. Neither the Company nor Alta is aware of any material regulatory approvals or actions that are required for completion of the Acquisition other than the expiration of the waiting period under the HSR Act and approval from the Federal Communications Commission in connection with the transfer of the Alta Parties’ call sign authorization. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Why EQT Needs Shareholder Approval

We are seeking shareholder approval in order to comply with NYSE Listing Rule 312.03. Under NYSE Listing Rule 312.03, shareholder approval is required prior to the issuance of common stock or other securities convertible into or exercisable for common stock, in connection with any transaction or series of related transactions if  (i) the common stock has, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such stock or of securities convertible into or exercisable for common stock; or (ii) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the common stock or of securities convertible into or exercisable for common stock.

Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition​

As consideration for the Acquisition, Alta will receive $1.0 billion in cash and 105,306,346 shares of Common Stock, assuming no adjustments are made to the Purchase Price pursuant to the Purchase Agreement. For more information on the closing adjustments to the Acquisition Purchase Price, please see the section entitled “Proposal No. 1—Approval of the Issuance of More Than 20% of the Outstanding Common Stock in Connection with the Acquisition—The Purchase Agreement.” Because the Stock Consideration constitutes voting power in EQT that exceeds 20% of the voting power outstanding before the Acquisition and includes a number of shares to be issued that exceeds 20% of the number of shares of Common Stock before the Acquisition, NYSE Listing Rule 312.03 requires EQT to obtain shareholder approval before completing the Acquisition.

Effect of Proposal on EQT’s Current Shareholders

If the Stock Issuance Proposal is adopted, approximately 105,306,346 shares of Common Stock will be issued as Stock Consideration to the Alta Holders, assuming no adjustments are made to the Purchase Price pursuant to the Purchase Agreement. The issuance of such shares would result in significant dilution to EQT’s shareholders, and would afford EQT’s shareholders a smaller percentage interest in the voting power, liquidation value and aggregate book value of the Company.

Vote Required for Approval

This Stock Issuance Proposal (and consequently, the Acquisition and the transactions contemplated thereby) will be adopted and approved only if a majority of the votes cast by holders of the outstanding shares of Common Stock present in person or represented by proxy and entitled to vote at the Special Meeting, assuming a quorum is present, vote “FOR” the Stock Issuance Proposal. A shareholder’s failure to vote by proxy or to vote in person at the Special Meeting, as well as any broker non-vote with regard to the Stock Issuance Proposal, will have no effect on the Stock Issuance Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have the effect of a vote “AGAINST” the Stock Issuance Proposal.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT EQT’S SHAREHOLDERS VOTE “FOR” THE STOCK ISSUANCE PROPOSAL.

Proposal No. 2—The Adjournment Proposal

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(Proposal No. 2 on the proxy card)

Overview

The Adjournment Proposal will only be presented to our shareholders at the Special Meeting in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Stock Issuance Proposal.

If EQT’s shareholders approve the Adjournment Proposal, the chair of the Special Meeting, at the direction of the Board, could adjourn the Special Meeting, and any adjourned session of the Special Meeting, and use the additional time to solicit additional votes, including from EQT’s shareholders that have previously submitted proxies, to approve the Stock Issuance Proposal. If the Adjournment Proposal is approved, the Special Meeting may be adjourned in the absence of a quorum by the affirmative vote of a majority of the votes cast by holders of Common Stock. Even if a quorum is present, the Special Meeting could be adjourned in order to provide more time to solicit additional votes in favor of approval of the Stock Issuance Proposal if a majority of votes are cast in favor of the Adjournment Proposal. Among other things, approval of the Adjournment Proposal could mean that, even if we had received proxies representing a sufficient number of votes to defeat the Stock Issuance Proposal, we could adjourn the Special Meeting without a vote on the Stock Issuance Proposal and seek to convince our shareholders to change their proxies in favor of the Stock Issuance Proposal.

If the Special Meeting is adjourned, no notice of the adjourned meeting is required to be given to EQT’s shareholders, other than an announcement at the Special Meeting of the time and place to which the Special Meeting is adjourned. If, after the adjournment, a new record date is set for the adjourned meeting, a notice of the adjourned meeting must be given to each shareholder of record entitled to vote at the Special Meeting. If the Special Meeting is adjourned, shareholders who have already submitted their proxies will be able to revoke them at any time before their use.

Consequences if the Adjournment Proposal Is Not Approved

If the Adjournment Proposal is presented at the Special Meeting and is not approved by EQT’s shareholders, the chair of the Special Meeting will not be able to adjourn the Special Meeting to a later date in the event that there are insufficient votes to approve of the Stock Issuance Proposal.

Vote Required for Approval

The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of the outstanding shares of Common Stock present in person or represented by proxy and entitled to vote at the Special Meeting. Accordingly, a shareholder’s failure to vote by proxy or to vote in person at the Special Meeting, as well as any abstention and any broker non-vote with regard to the Adjournment Proposal, will have no effect on the Adjournment Proposal.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT EQT’S SHAREHOLDERS VOTE “FOR” THE ADJOURNMENT PROPOSAL.

Information About Alta

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The presentation of Alta’s results of operations have been conformed for purposes of presenting comparable results. For full historical financial statements of Alta for the periods presented, please see the financial statements attached to this proxy statement.

Alta is focused on the development of natural gas reserves in the Appalachian Basin, with core operations located in Bradford and Lycoming Counties in northeast Pennsylvania. Alta’s properties include approximately 478,970 gross, 296,146 net, acres in the Appalachian Basin, of which approximately half are operated by Alta and half are operated primarily by affiliates of Chesapeake Energy Corporation and Chief Oil & Gas. As of March 31, 2021, Alta operated 392 wells and owned interests in 791 wells operated by others. As of December 31, 2020, net proved reserves were 4,131 Bcf, of which 47% were proved developed.

During the nine months ended March 31, 2021, Alta operated one drilling rig and its non-operated partners operated two to four drilling rigs. During the nine months ended March 31, 2021, there were 68 gross, 23.3 net, wells drilled and 61 gross, 25.5 net, wells completed.

Reserves

Proved Reserves

The information presented below with respect to Alta’s estimated proved reserves as of December 31, 2020 was prepared by Alta’s internal team in accordance with rules and regulations of the SEC applicable to companies involved in oil and natural gas producing activities and audited by Netherland, Sewell & Associates, Inc. (“NSAI”), an independent petroleum engineering firm hired by Alta. Such audit report is included in this proxy statement in Annex A.

The following table presents Alta’s estimated net proved natural gas reserves as of December 31, 2020(1):

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(1)

Alta’s proved reserves were determined in accordance with SEC guidelines, using the average price on the first day of each month in the period January through December 2020. The average Henry Hub spot price of $1.985 per MMbtu for natural gas is adjusted for energy content, transportation fees, and market differentials. The average adjusted product prices weighted by production over the remaining lives of the properties are $1.27 per Mcf of natural gas.

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Technologies Used in Reserves Estimates

Alta uses various traditional methods to estimate its reserves, including decline curve extrapolations, material balance calculations, volumetric calculations, analogies and, in some cases, a combination of these methods. In addition, at times Alta may use seismic interpretations in combination with traditional technologies to confirm continuity of a formation; however, seismic interpretations are not used in the volumetric computation. Reserve engineering is an estimation of accumulations of natural gas that cannot be measured exactly. The accuracy of any reserves estimate is a function of the quality of available data, engineering and geological interpretation of that data and judgment. Accordingly, reserves estimates may vary from the quantities of natural gas that are ultimately recovered.

Information About Alta

Internal Controls and Qualifications of Technical Persons

In accordance with the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers (the “Reserve Standards”) and guidelines established by the SEC, NSAI audited Alta’s proved reserves information as of December 31, 2020 and estimated 100% of Alta’s proved reserves information as of June 30, 2020. The technical persons responsible for preparing the reserves estimates presented herein meet the requirements regarding qualifications, independence, objectivity and confidentiality set forth in the Reserve Standards.

Alta maintains an internal staff of petroleum engineers and geoscience professionals who work closely with NSAI to ensure the integrity, accuracy and timeliness of the data used to calculate its proved reserves relating to its assets. Alta’s internal technical team members met with NSAI periodically during the periods covered by the reserves reports to discuss the assumptions and methods used in the proved reserves estimation process.

The preparation of proved reserves estimates were completed in accordance with Alta’s internal control procedures. These procedures, which are intended to ensure reliability of reserves estimations, included the following:

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review and verification of historical production data and operating costs, historical capital costs incurred, impact fees and Alta’s working interest and net revenue interest;

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verification of property ownership by Alta’s land department;

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preparation of reserves estimates by Alta’s Manager of Reservoir Engineering or by Alta’s internal technical team under Alta’s Manager of Reservoir Engineering’s direct supervision;

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review by Alta’s Manager of Reservoir Engineering of all of Alta’s reported proved reserves, including the review of all significant reserve changes and all new proved undeveloped reserves additions; and

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final approval by Alta’s Manager of Reservoir Engineering.

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The engineer primarily responsible for overseeing planning, reservoir development, and preparation of Alta’s reserves estimates has 15 years of experience in the oil and gas industry with experience in reservoir engineering, production operations, and planning. He holds a Bachelor of Science degree in Mining Engineering from the National Institute of Technology in India and a master’s degree in Petroleum Engineering from the University of Texas at Austin.

Production, Sales Price and Production Costs

The following tables set forth Alta’s historical information regarding net production volumes for natural gas, average sales prices, and average production costs per equivalent for the years ended June 30, 2020, 2019 and 2018 and for the nine months ended March 31, 2021 and 2020.

For additional information on price calculations and factors affecting comparability of Alta’s financial condition and results of operations, see “Alta’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Information About Alta​

Productive Wells

As of March 31, 2021, Alta owned a working interest in 1,183 gross (544 net) productive wells.

Developed and Undeveloped Acreage

The following table sets forth Alta’s leasehold and mineral acreage as of March 31, 2021:

Total Net Undeveloped Acreage Expiration

The following table sets forth undeveloped acreage subject to expiration over the next three fiscal years, as of March 31, 2021, unless the lease is renewed, extended or production from the leasehold acreage has been established prior to such date, in which event the lease will remain in effect until the cessation of production:

Operations

General

Alta is the operator of approximately half of its acreage, with operations largely concentrated in Lycoming County. The other half of Alta’s acreage is operated primarily by Chesapeake Energy Corporation and Chief Oil & Gas and is concentrated in Bradford, Wyoming and Sullivan Counties. As an operator, Alta obtains regulatory authorizations, designs and manages the development wells and supervises operations and maintenance activities on a day-to-day basis. Alta does not own drilling rigs or the majority of other oilfield service equipment used for drilling or maintaining wells on the properties it operates. Independent contractors engaged by Alta provide a majority of the equipment and personnel associated with these activities. Alta uses the services of drilling, production and reservoir engineers, geologists and other specialists who work to improve production rates, increase reserves and lower the cost of operating Alta’s natural gas properties.

Marketing

For the nine months ended March 31, 2021, two of Alta’s customers accounted for 18% and 11% of Alta’s natural gas revenues. Because Alta sells into well-established markets and alternative purchasers are readily available, Alta does not believe that the loss of any of its purchasers would have a material long-term effect on its financial condition and results of operations.

Alta sells its gas to local customers as well as out of basin purchasers via access to firm transportation with a diverse set of premium delivery points to Northeast and Mid-Atlantic city-gates as well as deliverability to sales points in the Southeastern US, Upstate New York and Southwest Pennsylvania. Alta believes it will have sufficient production quantities to meet substantially all its commitments but may be required to purchase natural gas from third parties to satisfy shortfalls should they occur. Alta transports its operated gas primarily through the Transco pipeline operated by Williams and its non-operated gas primarily through the Tennessee Gas Pipeline operated by Kinder Morgan.

Gathering

The majority of Alta’s operated acreage is party to a gas gathering agreement with its wholly owned subsidiary, Alta Marcellus Midstream, LLC (“AMM”), pursuant to which it has dedicated, and commits to

Information About Alta

deliver, the vast majority of operated volumes of natural gas. Alta owns and operates 100% of four of its gathering systems and owns a 50% economic interest in and operates two of its gathering systems. In addition to gathering volumes sourced from Alta’s operated wells, AMM also gathers for various local producers. Alta’s non-operated acreage is primarily dedicated to gathering systems owned and operated by third parties.

Seasonality

Generally, but not always, the demand for natural gas declines during the summer months and increases during the winter months. Seasonal anomalies, such as mild winters or hot summers, may also impact demand.

Competition

Other natural gas producers compete with Alta in the acquisition of properties; the search for, and development of, reserves; the production and sale of natural gas and NGLs; and the securing of services, labor, equipment and transportation required to conduct operations. Alta’s competitors include independent oil and gas companies, major oil and gas companies, individual producers, operators and marketing companies and other energy companies that produce alternatives to the commodities that Alta produces.

Title to Properties

As is customary in the oil and gas industry, Alta conducts an initial review of the title to its properties on which it does not have proved developed reserves. Prior to the commencement of drilling operations on those properties, Alta typically conducts a title examination and performs curative work for significant defects. Alta has obtained title opinions on substantially all of its producing properties and believes that it utilizes methods consistent with practices customary in the oil and gas industry and that its practices are adequately designed to enable it to acquire satisfactory title to its producing properties. Prior to completing an acquisition of producing gas leases, Alta performs title reviews on the most significant leases and, depending on the materiality of the properties, Alta may obtain a new title opinion or review previously obtained title opinions. Alta’s natural gas producing properties are subject to customary royalty and other interests, liens for current taxes, liens under its existing credit facility and other burdens that it believes do not materially interfere with the use of its properties.

Employees

As of March 31, 2021, there were 137 full-time employees of ARD, a wholly owned subsidiary of Alta Resources dedicated to operating Alta’s assets pursuant to a management services agreement. Following the closing of the Acquisition, ARD will no longer be a subsidiary of Alta Resources, the management services agreement will terminate, and Alta’s assets will be operated by EQT and its subsidiaries. Approximately two-thirds of Alta’s employees are located in Williamsport, Pennsylvania, with the remainder located at Alta’s corporate office in Houston, Texas. From time to time, Alta also contracts for the services of independent consultants involved in land, regulatory, IT, geology and other disciplines as needed. None of ARD’s employees are represented by labor unions or covered by collective bargaining agreements.

Offices

Alta’s corporate office is located at 500 Dallas Street, Suite 2700, Houston, Texas 77002, and its phone number for this office is (713) 759-1155. Alta also has a field office located in Williamsport, Pennsylvania.

Legal Proceedings

Alta is party to lawsuits arising in the ordinary course of its business. Alta cannot predict the outcome of any such lawsuits with certainty, but its management team does not expect the outcome of pending or threatened legal matters to have a material adverse impact on its financial condition.

Alta’s Management’s Discussion and Analysis of Financial Condition and Results of Operations

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The following discussion and analysis of Alta’s financial condition and results of operations should be read in conjunction with its financial statements and related notes appearing elsewhere in this proxy statement. The following discussion contains “forward-looking statements” that reflect Alta’s future plans, estimates, beliefs and expected performance. Alta cautions that assumptions, expectations, projections, intentions, or beliefs about future events may, and often do, vary from actual results and the differences can be material. Some of the key factors which could cause actual results to vary from Alta’s expectations include changes in natural gas prices and demand, amount and nature of future capital expenditures, uncertainties in estimating proved reserves, the impact of operational and development hazards, changes in maintenance costs, general economic conditions (including future disruptions and volatility in the global credit markets) and uncertainties regarding environmental regulations or litigation and other legal or regulatory developments affecting Alta’s business, as well as those factors discussed below and elsewhere in this proxy statement, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. See “Cautionary Statement Regarding Forward-Looking Statements” in this proxy statement. Also, see the risk factors and other cautionary statements described under the heading “Risk Factors” included elsewhere in this proxy statement. Alta does not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

General and Basis of Presentation

Alta Resources is a Delaware limited liability company, formed to engage in the acquisition, exploration and development of onshore oil and natural gas assets in North America. Alta operates in one segment, natural gas exploration and development in the continental United States.

Alta Resources has four wholly owned subsidiaries. Alta Resources owns 100% of the equity interests of each of ARD and Alta Marcellus. Alta Marcellus owns 100% of the equity interests of each of AMM and Alta Energy Marketing, LLC (“AEM”).

ARD employs employees dedicated to operating Alta’s assets pursuant to a management services agreement. Title to oil and gas leases and mineral interests are held by Alta Marcellus. AMM has interests in certain gathering systems that provide gathering, transportation and compression services to Alta Marcellus as well as to third parties. AEM markets natural gas produced by Alta Marcellus. Pursuant to the terms of the Purchase Agreement, Alta Resources is selling the equity interests of ARD and Alta Marcellus to EQT Buyer.

Alta’s ability to develop and produce its current reserves is driven by several factors, including:

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commodity prices;

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the availability of capital and the amount Alta invests in the leasing and development of properties and the drilling of wells;

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facility or equipment availability and unexpected delays or downtime, including delays imposed by or resulting from compliance with regulatory requirements; and

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the rate at which production volumes naturally decline.

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Alta derives substantially all of its revenue from the sale of natural gas produced from interests in its properties. Natural gas prices are inherently volatile and are influenced by many factors outside of Alta’s control. To achieve more predictable cash flows and to reduce its exposure to downward price fluctuations, Alta uses derivative instruments to hedge future sales prices of a portion of its natural

Alta’s Management’s Discussion and Analysis of Financial Condition and
Results of Operations

gas production. Alta currently uses fixed natural gas price swaps and basis differential swaps. The swap agreements call for payments to, or receipts from, counterparties based on whether the index price for the period is greater or less than the fixed price established for the particular period under the swap agreement. See “Commodity Price Risk Management” for more information regarding Alta’s hedge positions.

For information regarding the average sales prices received for natural gas before and after the effects of hedging contracts, see “Results of Operations.”

Overview

The following table presents Alta’s production volumes and financial highlights for the nine months ended March 31, 2021 and 2020 and the years ended June 30, 2020, 2019 and 2018:

(Loss) income from operations for the nine months ended March 31, 2021 decreased by $602.0 million compared to the nine months ended March 31, 2020 as a result of higher operating expenses of $672.2 million due to a $631.6 million impairment of natural gas properties as a result of the full-cost ceiling test performed as of December 31, 2020 and higher direct operating expenses related to a 30% increase in production volumes. The increase in operating expenses was partly offset by a $70.3 million increase in revenues from operations due primarily to higher natural gas volumes produced.

Income from operations for the year ended June 30, 2020 decreased by $285.7 million compared to the year ended June 30, 2019 due primarily to a $139.1 million impairment of natural gas properties as a result of the full-cost ceiling test performed as of June 30, 2020, a $122.3 million decrease in revenue from operations as a result of weaker natural gas prices and higher operating costs related to a 13% increase in production volumes. These decreases were partly offset by a $108.5 million increase in gains on commodity risk management activities as a result of lower natural gas prices.

Income from operations for the year ended June 30, 2019 increased by $179.8 million compared to the year ended June 30, 2018 due primarily to a $184.7 million increase in revenues from operations due to an 18% increase in production volumes, partly offset by $18.8 million in losses on commodity risk management activities. Total operating expenses were $4.8 million higher due primarily to higher costs associated with volumes sold from storage and higher gathering, transportation and compression expense, partly offset by lower general and administrative expense due to higher business start-up costs recognized during the year ended June 30, 2018.

Alta’s Management’s Discussion and Analysis of Financial Condition and
Results of Operations​

Results of Operations

Nine Months Ended March 31, 2021 Versus Nine Months Ended March 31, 2020

Revenue

Significant variances in the respective line items of revenues are comprised of the following:

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Natural gas revenues increased due to a 30% increase in production volumes, partly offset by lower realized commodity prices. Production volumes were 913 MMcf/d for the nine months ended March 31, 2021 compared to 699 MMcf/d for the nine months ended March 31, 2020.

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Other operating revenues increased due primarily to marketing strategies for third party purchased natural gas.

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Net gain on commodity risk management activities decreased due to higher forward commodity prices. The decrease consisted of a $42.2 million decrease in unrealized commodity hedge mark to market value, partly offset by a $15.7 million increase in realized commodity hedge activities.

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Operating Expenses and Other Income

Significant variances in the respective line items of total operating and other expenses are comprised of the following:

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Gathering, transportation and compression expenses increased primarily as a result of a 30% increase in production volumes.

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Direct operating expenses increased primarily as a result of third-party natural gas volumes purchased for resale.

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Alta’s Management’s Discussion and Analysis of Financial Condition and
Results of Operations

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Depreciation, depletion and amortization expense increased due to higher production volumes partly offset by a $0.10 per Mcf decrease in depreciation, depletion and amortization rate, which decreased as a result of the impairment of natural gas properties recognized during the nine months ended March 31, 2021.

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Alta recognized impairment of natural gas properties due to declines in natural gas prices during the second half of calendar year 2020, which resulted from the net capitalized cost of Alta’s oil and gas properties exceeding their full cost ceiling as of December 31, 2020.

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General and administrative expense decreased due to increased overhead recovery as a result of higher production volumes lower costs due to the COVID-19 pandemic, and the allocation of certain shared general and administrative costs to an affiliate of Alta pursuant to a management services agreement.

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Accretion of asset retirement obligations increased due to additional wells drilled during the year and accretion of discount.

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Interest expense decreased primarily due to lower interest rates on Alta’s LIBOR denominated floating rate debt. See “—Liquidity Overview” below for further discussion of debt activity.

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For the nine months ended March 31, 2021, net gain on interest rate derivative instruments consisted of a $5.6 million unrealized mark-to-market gain partly offset by a $3.2 million realized loss on derivative settlements. For the nine months ended March 31, 2020, net loss on interest rate derivative instruments consisted of a $10.5 million unrealized mark-to-market loss and a $0.6 million realized loss on derivative settlements.

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Year Ended June 30, 2020 Versus Year Ended June 30, 2019

Revenue

Significant variances in the respective line items of revenues are comprised of the following:

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Natural gas revenue decreased due to lower commodity prices, partly offset by higher production volumes. Production volumes were 723 MMcf/d for the year ended June 30, 2020 compared to 642 MMcf/d for the year ended June 30, 2019.

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Other operating revenues increased primarily due to marketing strategies for third-party purchased natural gas.

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Net gain (loss) on commodity risk management activities increased as a result of lower commodity prices. The increase consisted of a $153.6 million increase in realized commodity hedge activities partly offset by a $45.1 million decrease in unrealized commodity hedge mark to market value.

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Alta’s Management’s Discussion and Analysis of Financial Condition and
Results of Operations​

Operating Expenses and Other Income