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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): November 25, 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. ¨
| Item 7.01. | Regulation FD Disclosure. |
On November 25, 2024, EQT Corporation (“EQT”)
issued a news release announcing its entry, through certain of its subsidiaries, including EQM Midstream Partners, LP (“EQM”),
into a definitive agreement to form a midstream joint venture (the “JV Transaction”) with an affiliate of Blackstone Credit
& Insurance, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. Also, as noted in the
news release, EQT has posted a presentation regarding the JV Transaction to its investor relations website, ir.eqt.com, under “Events
& Presentations.”
The information provided in this Item 7.01, including
the accompanying Exhibit 99.1, shall be deemed “furnished” and shall not be deemed “filed” for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability
of such section, nor shall it be incorporated by reference in any filing made by EQT pursuant to the Securities Act of 1933, as amended,
or the Exchange Act, regardless of the general incorporation language of such filing, except as expressly set forth by specific reference
in such filing.
On November 25, 2024, EQT issued a news release
announcing the commencement of a tender offer by EQM to purchase for cash EQM’s outstanding 6.500% Senior Notes due 2048 (the “2048
Notes”), 5.500% Senior Notes due 2028 (the “2028 Notes”), 4.50% Senior Notes due 2029 and 7.500% Senior Notes due 2030
for an aggregate purchase price, excluding accrued and unpaid interest, of up to $1.275 billion (the “Tender Offer”). As announced
in such news release, in conjunction with the Tender Offer, EQM also commenced a consent solicitation with respect to proposed amendments
relating to the reporting covenants contained in the indentures governing the 2028 Notes and the 2048 Notes (the “Consent Solicitation”).
A copy of the news release announcing the Tender Offer and the Consent Solicitation is attached hereto as Exhibit 99.2.
Also on November 25, 2024, EQM plans to issue
a notice of redemption to the holders of its outstanding 6.000% Senior Notes due 2025 (the “2025 Notes”) and a notice of
redemption to the holders of its outstanding 4.125% Senior Notes due 2026 (the “2026 Notes”), in each case informing
such holders that it will redeem 100% of the outstanding aggregate principal amount of such notes on December 30, 2024 for the
redemption prices set forth in the indentures governing such notes. As of November 25, 2024, the outstanding
aggregate principal amount of the 2025 Notes was $400.0 million and the outstanding aggregate principal amount of the 2026 Notes was
$500.0 million.
| 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: November 25, 2024 |
By: |
/s/ Jeremy T. Knop |
| |
Name: |
Jeremy T. Knop |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
EQT Announces $3.5 Billion Midstream Joint Venture
with Blackstone Credit & Insurance
PITTSBURGH, November 25, 2024 /PRNewswire/
-- EQT Corporation (NYSE: EQT) announced today that it has entered into a definitive agreement with funds managed by Blackstone Credit
& Insurance (“BXCI”), to form a new midstream joint venture (the “JV”) consisting of EQT’s ownership
interest in high quality contracted infrastructure assets: (i) Mountain Valley Pipeline, LLC – Series A, (ii) FERC regulated transmission
and storage assets, and (iii) the Hammerhead Pipeline.(1)
Under the terms of the agreement BXCI will provide
EQT $3.5 billion of cash consideration in exchange for a non-controlling common equity interest in the JV. The investment implies a total
JV valuation of approximately $8.8 billion, or 12x EBITDA.(2) The JV provides EQT with a large-scale equity capital solution
at an accretive cost of capital. Additionally, EQT will retain the rights to growth projects associated with the assets contributed to
the JV, including the planned Mountain Valley Pipeline (“MVP”) expansion and the MVP Southgate project.
EQT plans to use proceeds from this transaction
to pay down its term loan and revolving credit facility and redeem and tender for senior notes. Pro-forma for this transaction, along
with the recent announcement of the divesture of its remaining non-operated assets in northeast Pennsylvania, EQT expects to exit 2024
with approximately $9 billion of net debt.(3)
EQT has posted a presentation to its investor
relations website with more details on the transaction.
EQT President and CEO Toby Z. Rice stated, "This
transaction underscores the ultra-high-quality nature of EQT’s regulated midstream assets, which service one of the strongest power
demand growth regions in the United States underpinned by long-term contracts with the region’s leading utilities. Importantly,
through this joint venture EQT preserves the benefits of the Equitrans acquisition by retaining the long-term value from synergy capture
and growth projects. We look forward to working with Blackstone to optimize the value of these assets and together explore strategic opportunities
across its leading portfolio of energy, power and digital infrastructure in the years ahead."
EQT Chief Financial Officer Jeremy Knop stated,
“Blackstone is a leader in providing capital solutions to large corporations and we are thrilled to partner with them in this unique
transaction, crafting a tailor-made equity financing solution at a price significantly below EQT’s equity cost of capital while
preserving key tax attributes. When we announced the Equitrans acquisition earlier this year, we made an unwavering commitment to debt
reduction. We have now delivered on that promise, with announced divestitures to date totaling $5.25 billion of projected cash proceeds,
above the high-end of our $3-$5 billion asset sale target, and several quarters ahead of schedule.”
Robert Horn, Global Head of Infrastructure &
Asset-Based Credit at BXCI stated, “EQT is one of the leading energy and infrastructure companies in North America, and we are delighted
to partner with them on this transaction and future growth. The transaction highlights Blackstone’s focus on providing large scale
and flexible high-grade capital solutions to the world’s leading corporations.”
Rick Campbell, Managing Director at BXCI, added,
“These critical midstream assets benefit from strong tailwinds as demand for energy, particularly natural gas, continues to grow.
Blackstone’s scale and expertise in this high conviction sector allowed us to create what we believe is a compelling opportunity
for both EQT and our investors.”
The transaction is subject to customary closing
adjustments, required regulatory approvals and clearances, and is expected to close in the fourth quarter of 2024.
| (1) | The Hammerhead Pipeline is a 1.6 billion cubic feet per day gathering header pipeline primarily designed
to connect natural gas produced in Pennsylvania and West Virginia to MVP, Texas Eastern Transmission and Eastern Gas Transmission. |
| (2) | JV valuation derived by dividing projected 2025-2029 average JV free cash flow by target return. EBITDA
multiple derived by dividing JV valuation by projected 2025-2029 average JV EBITDA. |
| (3) | A non-GAAP financial measure. See the Non-GAAP Disclosures section of this news release for the definition
of, and other important information regarding, this non-GAAP financial measure. |
Advisors
RBC Capital Markets, LLC acted as financial advisor
to EQT. Kirkland & Ellis LLP is serving as EQT's legal counsel on the transaction.
Citi acted as financial advisor to Blackstone.
Milbank LLC is serving as Blackstone’s legal counsel on the transaction.
EQT Investor Contact
Cameron Horwitz
Managing Director, Investor Relations & Strategy
412.445.8454
Cameron.Horwitz@eqt.com
Blackstone Contact
Thomas Clements
Senior Vice President, Public Affairs
646.482.6088
Thomas.Clements@blackstone.com
About EQT Corporation
EQT Corporation is a premier, vertically integrated
American natural gas company with production and midstream operations focused in the Appalachian Basin. We are dedicated to responsibly
developing our world-class asset base and being the operator of choice for our stakeholders. By leveraging a culture that prioritizes
operational efficiency, technology and sustainability, we seek to continuously improve the way we produce environmentally responsible,
reliable and low-cost energy. We have a longstanding commitment to the safety of our employees, contractors, and communities, and to the
reduction of our overall environmental footprint. Our values are evident in the way we operate and in how we interact each day –
trust, teamwork, heart, and evolution are at the center of all we do. To learn more, visit eqt.com.
About Blackstone Credit & Insurance
Blackstone Credit & Insurance (“BXCI”)
is one of the world’s leading credit investors. Our investments span the credit markets, including private investment grade, asset
based lending, public investment grade and high yield, sustainable resources, infrastructure debt, collateralized loan obligations, direct
lending and opportunistic credit. We seek to generate attractive risk-adjusted returns for institutional and individual investors by offering
companies capital needed to strengthen and grow their businesses. BXCI is also a leading provider of investment management services for
insurers, helping those companies better deliver for policyholders through our world-class capabilities in investment grade private credit.
Non-GAAP Disclosures
This news release includes the non-GAAP financial
measure described below. The non-GAAP measure is intended to provide additional information only and should not be considered as an alternative
to, or more meaningful than total debt or any other measure calculated in accordance with GAAP. Certain items excluded from the non-GAAP
measure are significant components in understanding and assessing a company’s financial performance, such as a company’s cost
of capital, tax structure, and historic costs of depreciable assets.
Net Debt
Net debt is defined as total debt less cash and
cash equivalents. Total debt includes the Company's current portion of debt, revolving credit facility borrowings, term loan facility
borrowings and senior notes. The Company's management believes net debt provides useful information to investors regarding the Company's
financial condition and assists them in evaluating the Company's leverage since the Company could choose to use its cash and cash equivalents
to retire debt.
The Company has not provided a reconciliation
of projected net debt to projected total debt, the most comparable financial measure calculated in accordance with GAAP. The Company is
unable to project total debt for any future period because total debt is dependent on the timing of cash receipts and disbursements that
may not relate to the periods in which the operating activities occurred. The Company is unable to project these timing differences with
any reasonable degree of accuracy and therefore cannot reasonably determine the timing and payment of credit facility borrowings or other
components of total debt without unreasonable effort. Furthermore, the Company does not provide guidance with respect to its average realized
price, among other items that impact reconciling items between certain of the projected total debt and projected net debt, as applicable.
Natural gas prices are volatile and out of the Company’s control, and the timing of transactions and the distinction between cash
on hand as compared to credit facility borrowings are too difficult to accurately predict. Therefore, the Company is unable to provide
a reconciliation of projected net debt to projected total debt, without unreasonable effort.
Cautionary Statements Regarding Forward-Looking Statements
This news release contains certain forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act
of 1933, as amended. Statements that do not relate strictly to historical or current facts are forward-looking. Without limiting the generality
of the foregoing, forward-looking statements contained in this news release specifically include the expectations of plans, strategies,
objectives and growth and anticipated financial and operational performance of EQT Corporation (“EQT”) and its consolidated
subsidiaries (collectively, the “Company”), including expectations regarding the Company’s year-end net debt; guidance
regarding the proposed JV; the governance, operating and financial terms of the JV, and the anticipated closing date thereof, if at all;
statements regarding potential future growth projects, including regarding the planned MVP expansion and MVP Southgate project; and EQT’s
intended use of the proceeds from the contribution of assets to the JV and other monetization transactions.
The forward-looking statements included in this
news release involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly,
investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company has based these
forward-looking statements on current expectations and assumptions about future events, taking into account all information currently
known by the Company. While the Company considers these expectations and assumptions to be reasonable, they are inherently subject to
significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and
beyond the Company's control. These risks and uncertainties include, but are not limited to, volatility of commodity prices; the costs
and results of drilling and operations; uncertainties about estimates of reserves, identification of drilling locations and the ability
to add proved reserves in the future; the assumptions underlying production forecasts; the quality of technical data; the Company's ability
to appropriately allocate capital and other resources among its strategic opportunities; access to and cost of capital; the Company's
hedging and other financial contracts; inherent hazards and risks normally incidental to drilling for, producing, transporting and storing
natural gas, natural gas liquids (“NGLs”) and oil; operational risks and hazards incidental to the gathering and transmission
and storage of natural gas as well as unforeseen interruptions; cybersecurity risks and acts of sabotage; availability and cost of drilling
rigs, completion services, equipment, supplies, personnel, oilfield services and sand and water required to execute the Company's exploration
and development plans, including as a result of supply chain and inflationary pressures; risks associated with operating primarily in
the Appalachian Basin; the ability to obtain environmental and other permits and the timing thereof; construction, business, economic,
competitive, regulatory, judicial, environmental, political and legal uncertainties related to the development and construction by the
Company or its joint ventures of pipeline and storage facilities and transmission assets and the optimization of such assets; the Company's
ability to renew or replace expiring gathering, transmission or storage contracts at favorable rates, on a long-term basis or at all;
risks relating to the Company's joint venture arrangements, including the proposed JV; government regulation or action, including regulations
pertaining to methane and other greenhouse gas emissions; negative public perception of the fossil fuels industry; increased consumer
demand for alternatives to natural gas; environmental and weather risks, including the possible impacts of climate change; risks related
to the Company's ability to integrate the operations of Equitrans in a successful manner and in the expected time period and the possibility
that any of the anticipated benefits and projected synergies of the Equitrans Midstream Merger will not be realized or will not be realized
within the expected time period; and disruptions to the Company's business due to acquisitions, divestitures and other strategic transactions.
These and other risks are described under the "Risk Factors" section in EQT's Annual Report on Form 10-K for the year ended
December 31, 2023, the "Risk Factors" section included in EQT's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2024, and other documents EQT files from time to time with the Securities and Exchange Commission (the “SEC”).
Any forward-looking statement speaks only as of
the date on which such statement is made, and, except as required by law, EQT does not intend to correct or update any forward-looking
statement, whether as a result of new information, future events or otherwise.
Exhibit 99.2
EQM MIDSTREAM PARTNERS, LP COMMENCES TENDER
OFFER AND CONSENT SOLICITATION
Offer to Purchase for Cash
Up to $1.275 Billion Aggregate Purchase Price
for
6.500% Senior Notes due 2048, 5.500% Senior
Notes due 2028,
4.50% Senior Notes due 2029 and 7.500% Senior
Notes due 2030
Solicitation of Consents to Proposed Reporting
Amendments to the Indentures Governing
6.500% Senior Notes due 2048 and 5.500% Senior
Notes due 2028
PITTSBURGH, November 25, 2024 -- EQT
Corporation (NYSE: EQT) (“EQT” and, collectively with its subsidiaries, the “Company”) today announced that its
indirect wholly owned subsidiary, EQM Midstream Partners, LP (“EQM”), has commenced a tender offer (the “Tender Offer”)
to purchase for cash EQM’s outstanding 6.500% Senior Notes due 2048 (the “2048 Notes”), 5.500% Senior Notes due 2028
(the “2028 Notes”), 4.50% Senior Notes due 2029 (the “2029 Notes”) and 7.500% Senior Notes due 2030 (the “2030
Notes” and, collectively with the 2048 Notes, the 2028 Notes and the 2029 Notes, the “Notes”) for an aggregate purchase
price, excluding accrued and unpaid interest, of up to $1.275 billion (the “Maximum Aggregate Purchase Price”). Subject to
the Maximum Aggregate Purchase Price, the amounts of each series of Notes that are purchased will be determined in accordance with the
acceptance priority levels set forth in the table below (the “Acceptance Priority Levels”), with “1” being the
highest Acceptance Priority Level and “4” being the lowest Acceptance Priority Level. In addition, no more than $300.0 million
aggregate principal amount (the “2030 Notes Tender Cap”) of the 2030 Notes will be purchased in the Tender Offer.
The following table sets forth some of the terms
of the Tender Offer:
| Title
of Notes | |
CUSIP
Number | |
Principal
Amount
Outstanding | | |
| | |
Acceptance
Priority
Level | |
Tender
Offer
Consideration(1)(2) | | |
Early
Tender
Premium(1) | | |
Total
Consideration(1)(2)(3) | |
| 6.500% Senior Notes
due 2048 | |
26885BAE0 | |
$ | 550,000,000 | | |
| N/A | | |
1 | |
$ | 1,007.50 | | |
$ | 50.00 | | |
$ | 1,057.50 | |
| 5.500% Senior Notes due 2028 | |
26885BAC4 | |
$ | 850,000,000 | | |
| N/A | | |
2 | |
$ | 971.25 | | |
$ | 50.00 | | |
$ | 1,021.25 | |
| 4.50% Senior Notes due 2029 | |
26885BAK6
/
U26886AC2 | |
$ | 800,000,000 | | |
| N/A | | |
3 | |
$ | 937.50 | | |
$ | 50.00 | | |
$ | 987.50 | |
| 7.500% Senior Notes due 2030 | |
26885BAN0
/
U26886AF5 | |
$ | 500,000,000 | | |
$ | 300,000,000 | | |
4 | |
$ | 1,035.00 | | |
$ | 50.00 | | |
$ | 1,085.00 | |
| (1) | Per $1,000 principal amount of Notes accepted for purchase. |
| (2) | Does not include accrued and unpaid interest, which will be
paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable. |
| (3) | Includes the Early Tender Premium. |
Concurrently with the Tender Offer, EQM is soliciting
consents (the “Consent Solicitation”) from holders of the 2028 Notes and from holders of the 2048 Notes to proposed amendments
to the indenture governing the 2028 Notes (the “2028 Notes Indenture”) and the indenture governing the 2048 Notes (the “2048
Notes Indenture”), respectively (the “Proposed Amendments” and such consents being solicited are each a “Consent”
and collectively, the “Consents”). EQM is not soliciting any consents from holders of the 2029 Notes or the 2030 Notes to
amend the indentures governing such notes. The Proposed Amendments would amend the 2028 Notes Indenture and the 2048 Notes Indenture by
modifying the reporting covenant contained therein so that EQT would provide financial statements and other information required thereby
in lieu of EQM.
Holders of 2028 Notes and holders of 2048 Notes
may not tender their 2028 Notes or 2048 Notes, respectively, without delivering their Consents and may not deliver their Consents without
tendering their 2028 Notes or 2048 Notes, respectively. Each holder who validly tenders their 2028 Notes or 2048 Notes pursuant to the
Tender Offer will be deemed to have validly delivered their related Consent to the Proposed Amendments.
The Tender Offer and the Consent Solicitation
are being made upon and are subject to the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement
dated November 25, 2024 (as it may be amended or supplemented from time to time, the “Offer to Purchase and Consent Solicitation
Statement”). The Tender Offer and the Consent Solicitation will expire at 5:00 p.m., New York City time, on December 30, 2024, unless
extended (such date and time, as the same may be extended, the “Expiration Date”) or earlier terminated by EQM. Tendered Notes
may not be withdrawn, and delivered Consents may not be revoked, after 5:00 p.m., New York City time, on December 9, 2024, unless extended
by EQM (such date and time, as the same may be extended, the “Withdrawal Deadline”), except in certain limited circumstances
where additional withdrawal or revocation rights are required by law. In this news release and the Offer to Purchase and Consent Solicitation
Statement, all Notes that have been validly tendered and not validly withdrawn are referred to as having been “validly tendered”
and all Consents that have been validly delivered and not validly revoked as having been “validly delivered.”
In order to receive the applicable Total Consideration
set forth in the table above (the “Total Consideration”), holders of Notes must validly tender their Notes on or prior to
5:00 p.m., New York City time, on December 9, 2024, unless extended by EQM (such date and time, as the same may be extended, the “Early
Tender Date”). The Total Consideration includes an early tender premium of $50 per $1,000 principal amount of Notes accepted for
purchase pursuant to the Tender Offer (the “Early Tender Premium”). Holders of Notes who validly tender their Notes after
the Early Tender Date but on or prior to the Expiration Date, and whose Notes are accepted for purchase, will receive only the applicable
Tender Offer Consideration set forth in the table above (the “Tender Offer Consideration”), which is equal to the applicable
Total Consideration minus the Early Tender Premium.
In addition to the applicable Total Consideration
or the applicable Tender Offer Consideration, as the case may be, holders whose Notes are purchased in the Tender Offer will receive accrued
and unpaid interest on such Notes from and including the last interest payment date applicable to the relevant series of Notes up to,
but not including, the applicable settlement date for such Notes accepted for purchase.
EQM reserves the right, but is under no obligation,
subject to the satisfaction or waiver of the conditions to the Tender Offer, to accept for purchase and make payment for Notes validly
tendered on or prior to the Early Tender Date, at any point following the Early Tender Date and before the Expiration Date (such date,
the “Early Settlement Date”). The Early Settlement Date, if any, will be determined at EQM’s option and will be a date
following the Early Tender Date on which all conditions to the Tender Offer have been satisfied or waived by EQM. The Early Settlement
Date, if any, is currently expected to be December 30, 2024, assuming all conditions to the Tender Offer have been either satisfied or
waived by EQM on or prior to such date. With respect to Notes validly tendered prior to or at the Expiration Date that have not previously
settled on the Early Settlement Date, if any, EQM will accept for purchase and make payment on such Notes on a date that is promptly following
the Expiration Date (currently expected to be January 2, 2025, which is the second business day following the Expiration Date).
Subject to the Maximum Aggregate Purchase Price,
all Notes validly tendered on or prior to the Early Tender Date having a higher Acceptance Priority Level (lower numerical value) will
be accepted for purchase before any tendered Notes having a lower Acceptance Priority Level are accepted for purchase, and all Notes validly
tendered after the Early Tender Date having a higher Acceptance Priority Level will be accepted for purchase before any Notes tendered
after the Early Tender Date having a lower Acceptance Priority Level are accepted for purchase. However, subject to the Maximum Aggregate
Purchase Price and the 2030 Notes Tender Cap, Notes validly tendered on or prior to the Early Tender Date will be accepted for purchase
in priority to any Notes tendered after the Early Tender Date even if such Notes tendered after the Early Tender Date have a higher Acceptance
Priority Level than Notes tendered on or prior to the Early Tender Date.
Tendered
Notes may be subject to proration if the aggregate purchase price, excluding accrued and unpaid interest, for Notes validly tendered is
greater than the Maximum Aggregate Purchase Price, with equal proration applied for Notes having the same Acceptance Priority Level, if
applicable (and depending on whether such Notes were
tendered on or prior to, or after, the Early Tender Date), and tendered 2030 Notes may be subject to proration if the aggregate principal
amount of the 2030 Notes validly tendered is greater than the 2030 Notes Tender Cap. Furthermore, if the Tender Offer is fully subscribed
as of the Early Tender Date, holders who validly tender Notes after the Early Tender Date will not have any of their Notes accepted for
purchase unless EQM increases the Maximum Aggregate Purchase Price. Also, if, as of the Early Tender Date, holders validly tender 2030
Notes with an aggregate principal amount equal to or greater than the 2030 Notes Tender Cap, holders who validly tender 2030 Notes after
the Early Tender Date will not have any of their 2030 Notes accepted for purchase unless EQM increases the 2030 Notes Tender Cap.
The consummation of the Tender Offer is not conditioned
upon any minimum amount of Notes being validly tendered or Consents being validly delivered. However, the Tender Offer is subject to,
and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase and Consent Solicitation Statement,
including, but not limited to, a financing condition (i.e., EQM having entered into a new senior unsecured bridge term loan facility (the
“Bridge Facility”) and obtaining at least $2.3 billion of borrowings thereunder) and the consummation of the midstream joint
venture transaction (the “JV Transaction”) between EQM and certain of its subsidiaries and an affiliate of Blackstone Credit
& Insurance (the “JV Investor”).
The Consents of the holders of a majority in aggregate
principal amount of the outstanding 2028 Notes are required pursuant to the terms of the 2028 Notes Indenture in order to effectuate the
Proposed Amendments as they relate to the 2028 Notes Indenture, and the Consents of the holders of a majority in aggregate principal amount
of the outstanding 2048 Notes are required pursuant to the terms of the 2048 Notes Indenture in order to effectuate the Proposed Amendments
as they relate to the 2048 Notes Indenture. If such Consents are obtained, EQM intends to enter into a supplemental indenture containing
the Proposed Amendments promptly following the Expiration Date, which will immediately become effective and operative upon execution,
and in such case, holders of 2028 Notes and 2048 Notes that did not validly tender their Notes prior to the Expiration Date, or at all,
will be bound by the Proposed Amendments.
EQM reserves the right, subject to applicable
law, to (i) waive or modify, in whole or in part, any or all conditions to the Tender Offer, (ii) extend, terminate or withdraw the Tender
Offer and the Consent Solicitation, (iii) increase or decrease the Maximum Aggregate Purchase Price or the 2030 Notes Tender Cap, or (iv)
otherwise amend the Tender Offer or the Consent Solicitation in any respect.
The purpose of the Tender Offer is to reduce the
Company’s overall principal amount of debt, and it is expected that Notes purchased pursuant to the Tender Offer will be retired.
EQM intends to finance the Tender Offer and the Consent Solicitation with borrowings under the Bridge Facility, which is expected be repaid
upon consummation of the JV Transaction with a portion of the cash that will be contributed to the joint venture at such time by the JV
Investor.
The Company will continue to optimize its capital
structure and may repurchase or redeem additional debt securities during or after the Tender Offer. In addition to the Tender Offer, EQM
will redeem all of its outstanding 6.000% Senior Notes due 2025 (the “2025 Notes”) and all of its outstanding 4.125% Senior
Notes due 2026 (the “2026 Notes”) on December 30, 2024, in each case, pursuant to their terms. Any redemption of the 2025
Notes or the 2026 Notes would be made solely pursuant to a redemption notice delivered pursuant to the applicable indenture governing
such notes, and nothing contained in this news release constitutes a notice of redemption of such notes.
RBC Capital Markets, LLC is acting as the Sole
Dealer Manager for the Tender Offer and the Sole Solicitation Agent for the Consent Solicitation. Any persons with questions regarding
the Tender Offer should contact RBC Capital Markets, LLC by calling (877) 381-2099 (toll-free) or (212) 618-7843 (collect) or emailing
liability.management@rbccm.com.
The Information Agent and Tender Agent is Global
Bondholder Services Corporation. Copies of the Offer to Purchase and Consent Solicitation Statement and any related Tender Offer or Consent
Solicitation materials may be obtained from Global Bondholder Services Corporation by calling (212) 430-3774 (banks and brokers, collect)
or (855) 654-2015 (all others, toll-free) or by emailing contact@gbsc-usa.com.
This news release is for informational purposes
only. The Tender Offer and the Consent Solicitation are being made only pursuant to the Offer to Purchase and Consent Solicitation Statement,
and the information in this news release is qualified by reference to the Offer to Purchase and Consent Solicitation Statement. Further,
this news release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities. No recommendation
is made as to whether holders should tender any Notes in response to the Tender Offer (and, if applicable, deliver Consents in response
to the Consent Solicitation). Holders of Notes must make their own decision as to whether to participate in the Tender Offer and, if applicable,
the Consent Solicitation and, if so, the principal amount of Notes to tender.
Investor Contact
Cameron Horwitz
Managing Director, Investor Relations & Strategy
412.445.8454
Cameron.Horwitz@eqt.com
About EQT Corporation
EQT Corporation is a premier, vertically integrated
American natural gas company with production and midstream operations focused in the Appalachian Basin. We are dedicated to responsibly
developing our world-class asset base and being the operator of choice for our stakeholders. By leveraging a culture that prioritizes
operational efficiency, technology and sustainability, we seek to continuously improve the way we produce environmentally responsible,
reliable and low-cost energy. We have a longstanding commitment to the safety of our employees, contractors, and communities, and to the
reduction of our overall environmental footprint. Our values are evident in the way we operate and in how we interact each day –
trust, teamwork, heart, and evolution are at the center of all we do.
Cautionary Statements
This news release contains certain forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act
of 1933, as amended. Statements that do not relate strictly to historical or current facts are forward-looking. Without limiting the generality
of the foregoing, forward-looking statements contained in this news release specifically include statements regarding EQM’s plans
and expected timing with respect to the Tender Offer, the Consent Solicitation, the JV Transaction, the 2025 Notes and the 2026 Notes.
These forward-looking statements involve risks
and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place
undue reliance on forward-looking statements as a prediction of actual results. The Company has based these forward-looking statements
on current expectations and assumptions about future events, taking into account all information currently known by it. While the Company
considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive,
regulatory and other risks and uncertainties, many of which are difficult to predict and beyond its control. These risks and uncertainties
include, but are not limited to, volatility of commodity prices; the costs and results of drilling and operations; uncertainties about
estimates of reserves, identification of drilling locations and the ability to add proved reserves in the future; the assumptions underlying
production forecasts; the quality of technical data; the Company’s ability to appropriately allocate capital and other resources
among its strategic opportunities; access to and cost of capital; the Company’s hedging and other financial contracts; inherent
hazards and risks normally incidental to drilling for, producing, transporting and storing natural gas, natural gas liquids (NGLs) and
oil; operational risks and hazards incidental to the gathering, transmission and storage of natural gas as well as unforeseen interruptions;
cyber security risks and acts of sabotage; availability and cost of drilling rigs, completion services, equipment, supplies, personnel,
oilfield services and sand and water required to execute the Company’s exploration and development plans, including as a result
of inflationary pressures; risks associated with operating primarily in the Appalachian Basin; the ability to obtain environmental and
other permits and the timing thereof; construction, business, economic, competitive, regulatory, judicial, environmental, political and
legal uncertainties related to the development and construction by the Company or its joint ventures of pipeline and storage facilities
and transmission assets and the optimization of such assets; the Company’s ability to renew or replace expiring gathering, transmission
or storage contracts at favorable rates, on a long-term basis or at all; risks relating to the Company’s joint venture arrangements;
government regulation or action, including regulations pertaining to methane and other greenhouse gas emissions; negative public perception
of the fossil fuels industry; increased consumer demand for alternatives to natural gas; environmental and weather risks, including the
possible impacts of climate change; risks related to the Company’s ability to integrate the operations of Equitrans Midstream Corporation
(“Equitrans Midstream”) in a successful manner and in the expected time period and the possibility that any of the anticipated
benefits and projected synergies of the Company’s merger with Equitrans Midstream (the “Equitrans Midstream Merger”)
will not be realized or will not be realized within the expected time period; and disruptions to the Company’s business due to recently
completed or pending divestitures, acquisitions and other significant strategic transactions, including the Equitrans Midstream Merger
and the pending JV Transaction. These and other risks and uncertainties are described under the “Risk Factors” section and
elsewhere in EQT’s Annual Report on Form 10-K for the year ended December 31, 2023, the “Risk Factors” section in EQT’s
subsequent Quarterly Reports on Form 10-Q and other documents EQT subsequently files from time to time with the Securities and Exchange
Commission. In addition, the Company may be subject to currently unforeseen risks that may have a materially adverse impact on it.
Any forward-looking statement speaks only as of
the date on which such statement is made, and, except as required by law, the Company does not intend to correct or update any forward-looking
statement, whether as a result of new information, future events or otherwise.
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