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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of report (Date of earliest event reported):
May 16, 2024
EQT CORPORATION
(Exact name of registrant as specified in
its charter)
Pennsylvania |
|
001-3551 |
|
25-0464690 |
(State or other jurisdiction of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
625 Liberty Avenue, Suite 1700,
Pittsburgh, Pennsylvania 15222
(Address of principal executive offices,
including zip code)
Registrant’s telephone number,
including area code: (412) 553-5700
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, no par value |
|
EQT |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
As previously reported, on August 22, 2023,
EQT Corporation (“EQT”) and its wholly owned subsidiary, EQT Production Company (the “Buyer”), consummated the
acquisition (the “Acquisition”) of the upstream oil and gas assets of THQ Appalachia I, LLC and the gathering and processing
assets of THQ-XcL Holdings I, LLC through the Buyer’s acquisition of all of the issued and outstanding membership interests of each
of THQ Appalachia I Midco, LLC and THQ-XcL Holdings I Midco, LLC in exchange for 49,599,796 shares of EQT common stock and approximately
$2.4 billion in cash, subject to customary post-closing adjustments.
EQT is filing this Current Report on Form 8-K
to provide certain updated pro forma financial information giving effect to the Acquisition as set forth in Item 9.01 below.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
EQT CORPORATION |
|
Date: May 16, 2024 |
By: |
/s/ Jeremy T. Knop |
|
Name: |
Jeremy T. Knop |
|
Title: |
Chief Financial Officer |
EXHIBIT 99.1
EQT CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
INFORMATION
On August 22,
2023 (the Closing Date), EQT Corporation and subsidiaries (EQT or the Company) completed its acquisition (the Acquisition) of the
upstream assets from THQ Appalachia I, LLC (the Upstream Seller) and the gathering and processing assets from THQ-XcL Holdings I, LLC
(the Midstream Seller and, together with the Upstream Seller, the Sellers) through the acquisition of all of the issued and outstanding
membership interests of each of THQ Appalachia I Midco, LLC and THQ-XcL Holdings I Midco, LLC, pursuant to the Amended and Restated Purchase
Agreement, dated December 23, 2022 (as amended, the Purchase Agreement), by and among
EQT Corporation, EQT Production Company (a wholly-owned indirect subsidiary of EQT), the Upstream Seller, the Midstream Seller and the
subsidiaries of the Sellers named on the signature pages thereto.
The purchase price for the Acquisition consisted
of 49,599,796 shares of EQT Corporation common stock and approximately $2.4 billion in cash, subject to customary post-closing adjustments.
The Company funded the cash portion of the consideration with $1.25 billion of borrowings under its term loan facility (the Term Loan
Facility), $1.0 billion of cash on hand (including a portion of the proceeds from the Company's October 4, 2022 issuance of senior
unsecured notes) and a $150 million cash deposit for the Acquisition previously placed in escrow.
The following unaudited pro forma condensed combined
statement of operations (the pro forma statement of operations) has been prepared to reflect the effects of the Acquisition on the consolidated
financial statements of EQT and is derived from:
| · | the historical audited financial statements of EQT; |
| · | the historical unaudited financial statements of the Upstream Seller, which includes the accounts of the
subsidiaries acquired by the Company in the Acquisition (the Upstream Companies); and |
| · | the historical unaudited financial statements of the Midstream Seller, which includes the accounts of
the subsidiaries acquired by the Company in the Acquisition (the Midstream Companies). |
The pro forma statement of operations is provided
for informational purposes only and does not purport to represent what the actual consolidated results of operations of EQT would have
been had the Acquisition occurred on the date assumed nor is it necessarily indicative of future consolidated results of operations. The
pro forma statement of operations should be read in conjunction with:
| · | the accompanying notes to the unaudited pro forma condensed combined statement of operations; |
| · | the audited consolidated financial statements and accompanying notes of EQT contained in EQT's Annual
Report on Form 10-K for the year ended December 31, 2023; and |
| · | the unaudited condensed consolidated financial statements and accompanying notes of the Upstream Seller
and the Midstream Seller as of and for the six months ended June 30, 2023, which were filed as exhibits to EQT's Current Report on
Form 8-K/A filed on October 30, 2023. |
EQT Corporation and Subsidiaries
Unaudited Pro Forma Condensed Combined Statement
of Operations
Year Ended December 31, 2023
| |
EQT
Historical | | |
Upstream
Seller
Historical
(1) | | |
Midstream
Seller
Historical
(1) | | |
Upstream
Seller and
Midstream
Seller
Historical
Stub Period
(1) | | |
Pro Forma
Adjustments | |
| |
Pro Forma
Combined | |
| |
| | |
| | |
| | |
| | |
| |
| |
| |
| |
(Thousands, except per share amounts) | |
Operating revenues: | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | |
Sales of natural gas, natural gas liquids and oil | |
$ | 5,044,768 | | |
$ | 376,753 | | |
$ | — | | |
$ | 87,976 | | |
$ | — | |
| |
$ | 5,509,497 | |
Gain on derivatives | |
| 1,838,941 | | |
| 137,841 | | |
| — | | |
| 18,276 | | |
| 1,512 | |
(b) | |
| 1,996,570 | |
Net marketing services and other | |
| 25,214 | | |
| 928 | | |
| (90 | ) | |
| (284 | ) | |
| 81,294 | |
(a) | |
| 27,720 | |
| |
| | | |
| | | |
| | | |
| | | |
| (79,342 | ) |
(e) | |
| | |
Midstream | |
| — | | |
| — | | |
| 47,379 | | |
| 13,467 | | |
| (60,846 | ) |
(a) | |
| — | |
Processing | |
| — | | |
| — | | |
| 16,139 | | |
| 4,309 | | |
| (20,448 | ) |
(a) | |
| — | |
Total operating revenues | |
| 6,908,923 | | |
| 515,522 | | |
| 63,428 | | |
| 123,744 | | |
| (77,830 | ) |
| |
| 7,533,787 | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | |
Transportation and processing | |
| 2,157,260 | | |
| 91,536 | | |
| — | | |
| 28,667 | | |
| (79,342 | ) |
(e) | |
| 2,198,121 | |
Production | |
| 254,700 | | |
| 38,813 | | |
| — | | |
| 8,874 | | |
| 16,369 | |
(a) | |
| 314,579 | |
| |
| | | |
| | | |
| | | |
| | | |
| (4,177 | ) |
(c) | |
| | |
Exploration | |
| 3,330 | | |
| 4,931 | | |
| — | | |
| — | | |
| (4,931 | ) |
(a) | |
| 3,330 | |
Selling, general and administrative | |
| 236,171 | | |
| 37,445 | | |
| 10,495 | | |
| 4,490 | | |
| (8,070 | ) |
(a) | |
| 279,951 | |
| |
| | | |
| | | |
| | | |
| | | |
| (580 | ) |
(b) | |
| | |
Depreciation and depletion | |
| 1,732,142 | | |
| 120,791 | | |
| 16,938 | | |
| 47,542 | | |
| 33,592 | |
(d) | |
| 1,951,005 | |
Loss (gain) on sale/exchange of long-lived assets | |
| 17,445 | | |
| (1,009 | ) | |
| — | | |
| — | | |
| — | |
| |
| 16,436 | |
Impairment and expiration of leases | |
| 109,421 | | |
| — | | |
| — | | |
| — | | |
| 4,931 | |
(a) | |
| 114,352 | |
Other operating expenses | |
| 84,043 | | |
| — | | |
| — | | |
| — | | |
| 8,070 | |
(a) | |
| 92,113 | |
Midstream operating | |
| — | | |
| 277 | | |
| 9,956 | | |
| 2,551 | | |
| (12,784 | ) |
(a) | |
| — | |
Processing operating | |
| — | | |
| — | | |
| 2,661 | | |
| 924 | | |
| (3,585 | ) |
(a) | |
| — | |
Total operating expenses | |
| 4,594,512 | | |
| 292,784 | | |
| 40,050 | | |
| 93,048 | | |
| (50,507 | ) |
| |
| 4,969,887 | |
Operating income | |
| 2,314,411 | | |
| 222,738 | | |
| 23,378 | | |
| 30,696 | | |
| (27,323 | ) |
| |
| 2,563,900 | |
Income from investments | |
| (7,596 | ) | |
| — | | |
| — | | |
| — | | |
| — | |
| |
| (7,596 | ) |
Dividend and other income | |
| (1,231 | ) | |
| — | | |
| (37 | ) | |
| — | | |
| — | |
| |
| (1,268 | ) |
Loss on debt extinguishment | |
| 80 | | |
| — | | |
| — | | |
| — | | |
| — | |
| |
| 80 | |
Interest expense, net | |
| 219,660 | | |
| 21,511 | | |
| 7,066 | | |
| — | | |
| (28,577 | ) |
(b) | |
| 271,321 | |
| |
| | | |
| | | |
| | | |
| | | |
| 51,661 | |
(f) | |
| | |
Income before income taxes | |
| 2,103,498 | | |
| 201,227 | | |
| 16,349 | | |
| 30,696 | | |
| (50,407 | ) |
| |
| 2,301,363 | |
Income tax expense | |
| 368,954 | | |
| — | | |
| — | | |
| — | | |
| 20,703 | |
(g) | |
| 389,657 | |
Net income | |
| 1,734,544 | | |
| 201,227 | | |
| 16,349 | | |
| 30,696 | | |
| (71,110 | ) |
| |
| 1,911,706 | |
Less: Net loss attributable to noncontrolling interests | |
| (688 | ) | |
| — | | |
| — | | |
| — | | |
| — | |
| |
| (688 | ) |
Net income attributable to EQT Corporation | |
$ | 1,735,232 | | |
$ | 201,227 | | |
$ | 16,349 | | |
$ | 30,696 | | |
$ | (71,110 | ) |
| |
$ | 1,912,394 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | |
Income per share of common stock attributable to EQT Corporation: | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | |
Basic: | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | |
Weighted average common stock outstanding | |
| 380,902 | | |
| | | |
| | | |
| | | |
| | |
| |
| 380,902 | |
Net income attributable to EQT Corporation | |
$ | 4.56 | | |
| | | |
| | | |
| | | |
| | |
| |
$ | 5.02 | |
Diluted: | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | |
Weighted average common stock outstanding | |
| 413,224 | | |
| | | |
| | | |
| | | |
| | |
| |
| 413,224 | |
Net income attributable to EQT Corporation | |
$ | 4.22 | | |
| | | |
| | | |
| | | |
| | |
| |
$ | 4.65 | |
| (1) | The Upstream Seller Historical and Midstream Seller Historical columns include results for the
period of January 1, 2023 through June 30, 2023 and the Upstream Seller and Midstream Seller Historical Stub Period column
includes the results for the stub period of July 1, 2023 through August 21, 2023. |
See accompanying notes to the unaudited pro forma
condensed combined statement of operations.
EQT Corporation and Subsidiaries
Notes to the Unaudited Pro Forma Condensed Combined Statement of Operations
1. Basis
of Presentation
The pro forma statement of operations for the
year ended December 31, 2023 has been prepared to reflect the effects of the Acquisition on the consolidated statement of operations
of EQT. The pro forma statement of operations for the year ended December 31, 2023 is presented as if the Acquisition and the draw
down of the Term Loan Facility had occurred on January 1, 2023. The historical consolidated financial information has been adjusted
to reflect factually supportable items that are directly attributable to the Acquisition.
The Upstream Seller and the Midstream Seller historical
amounts have been derived from their respective unaudited financial statements, which were each filed as exhibits to EQT's Current Report
on Form 8-K/A filed on October 30, 2023. Certain Upstream Seller and Midstream Seller historical amounts have been reclassified
to conform to EQT's financial presentation.
The pro forma statement of operations is provided
for informational purposes only and does not purport to represent what the actual consolidated results of operations of EQT would have
been had the Acquisition occurred on the date assumed nor is it necessarily indicative of future consolidated results of operations.
2. Pro
Forma Adjustments and Assumptions
The pro forma adjustments are based on currently
available information and certain estimates and assumptions that EQT believes are reasonable. The actual effects of the Acquisition will
differ from the pro forma adjustments. A general description of the pro forma adjustments is provided below.
| (a) | Pro forma reclassifications were made to conform to EQT's presentation, including: |
| i. | reclassification of lease abandonment expense from exploration expense to impairment and expiration of
leases; |
| ii. | reclassification of $4.1 million and $4.0 million from the Upstream Seller and the Midstream Seller, respectively,
from selling, general and administrative expense to other operating expenses; |
| iii. | reclassification of midstream and processing revenues to net marketing services and other revenues; and |
| iv. | reclassification of midstream operating and processing operating expenses to production expense. |
| (b) | Pro forma adjustments to eliminate certain accounts of the Upstream Seller and the Midstream Seller that
EQT did not acquire or assume in the Acquisition, including: |
| i. | elimination of loss on derivatives of $1.5 million; |
| ii. | elimination of selling, general and administrative of $0.6 million; and |
| iii. | elimination of interest expense of $21.5 million and $7.1 million from the Upstream Seller and the Midstream
Seller, respectively. |
| (c) | Pro forma adjustments to conform to EQT's accounting policy regarding the elimination of certain water-related
lease operating expense from production expense. |
| (d) | Pro forma adjustments to increase depreciation and depletion expense from the Upstream Seller by $40.5
million and decrease depreciation and depletion expense from the Midstream Seller by $7.0 million due to the following: |
| i. | recalculation of the depletion rate due to the increase in the fair value of acquired property, plant
and equipment; |
| ii. | depreciation of gathering, compression, measurement, processing and water pipeline assets over useful
lives set in accordance with EQT's accounting policy; and |
| iii. | increase in accretion expense related to the higher asset retirement obligation liability, which was adjusted
to reflect EQT's internal plugging cost estimates, discount rate and useful life estimates. |
| (e) | Pro forma adjustments to eliminate historical transactions between the Upstream Companies and the Midstream
Companies, treated as intercompany transactions on a consolidated basis by EQT, including: |
| i. | elimination of transportation and processing expense of the Upstream Companies related to volumes gathered
by the Midstream Companies; and |
| ii. | elimination of net marketing services and other revenue of the Midstream Companies related to volumes
gathered on behalf of the Upstream Companies. |
| (f) | Pro forma adjustment to increase interest expense by the amount of incremental interest that the Company
would have incurred had its draw down of the Term Loan Facility been completed on January 1, 2023. |
| (g) | Pro forma adjustment to increase income tax expense from the Upstream Seller and the Midstream Seller
by $11.1 million and $9.6 million, respectively. Pro forma income tax adjustment reflects the income tax effects of the historical information
of the Upstream Companies and the Midstream Companies as well as the income tax effects of the pro forma adjustments. The pro forma income
tax adjustment related to the historical information of the Upstream Companies and the Midstream Companies is made to conform such historical
information, which have been derived from a non-taxable flow through structure, to EQT's taxable corporate structure. The tax rate used
to tax effect the pro forma adjustments was the statutory federal and apportioned statutory state tax rate, net of the federal benefit
of state taxes, applied to pre-tax income. |
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