EQT Corp 8-K, filed Apr 26, 2023
EQT Corp (EQT)
About this 8-K
EQT Corp filed this 8-K on April 26, 2023, reporting on events of April 25, 2023.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event
reported): April 26, 2023 (
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Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on September 6, 2022, EQT Corporation (“EQT”) and its wholly owned subsidiary, EQT Production Company (the “Buyer” and, together with EQT, the “EQT Parties”), entered into a Purchase Agreement (the “Purchase Agreement”) with THQ Appalachia I, LLC (the “Upstream Seller”), THQ-XcL Holdings I, LLC (the “Midstream Seller” and, together with the Upstream Seller, the “Sellers”) and the subsidiaries of the Sellers named on the signature pages thereto (together with the Sellers, the “Tug Hill Parties”) pursuant to which the EQT Parties have agreed to acquire (the “Acquisition”) the Sellers’ upstream oil and gas assets and gathering and processing assets 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.
Also as previously disclosed, on December 23, 2022, the EQT Parties and the Tug Hill Parties entered into an Amended and Restated Purchase Agreement (the “A&R Purchase Agreement”), which amended and restated the Purchase Agreement in its entirety and, among other things, extended the date on which either the Buyer or the Sellers had the right to terminate the Purchase Agreement if the Acquisition did not close from December 30, 2022 to December 29, 2023 (the “Outside Date”).
Furthermore, as previously disclosed, on November 9, 2022, EQT entered into a Credit Agreement (the “Term Loan Credit Agreement”) with PNC Bank, National Association, as Administrative Agent (the “Administrative Agent”), and the other lenders parties thereto (the “Lenders”), under which EQT may obtain unsecured term loans in a single draw in an aggregate principal amount up to $1.25 billion to partially finance the Acquisition, and on December 23, 2022, in connection with EQT’s entry into the A&R Purchase Agreement, EQT, the Lenders and the Administrative Agent entered into an amendment to the Term Loan Credit Agreement to extend the termination date for Lender commitments under the Term Loan Credit Agreement (the “Commitment Termination Date”) to June 30, 2023.
On April 25, 2023, EQT, the Lenders and the Administrative Agent entered into a second amendment to the Term Loan Credit Agreement (the “Term Loan Credit Agreement Amendment”) to (i) extend the Commitment Termination Date to December 29, 2023 to align with the Outside Date in the A&R Purchase Agreement and (ii) provide that the Term Loan Credit Agreement will mature two years after the funding date thereunder but no later than June 30, 2025.
The foregoing description of the Term Loan Credit Agreement Amendment does not purport to be a complete statement of the parties’ rights and obligations under the Term Loan Credit Agreement Amendment and the transactions contemplated by the Term Loan Credit Agreement Amendment, and is qualified in its entirety by reference to the full text of the Term Loan Credit Agreement Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit
|
Description | |
| 10.1 | Second Amendment to Credit Agreement, dated as of April 25, 2023, by and among EQT Corporation, PNC Bank, National Association, as administrative agent, and the other lenders party thereto. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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: April 26, 2023 | By: | /s/ David M. Khani |
| Name: | David M. Khani | |
| Title: | Chief Financial Officer | |
Exhibit 10.1
Execution Version
SECOND AMENDMENT TO CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is made and entered into as of April 25, 2023 (the “Second Amendment Effective Date”), by and among EQT CORPORATION, a Pennsylvania corporation (“Borrower”), each Lender under the Existing Credit Agreement party hereto (collectively, the “Second Amendment Consenting Lenders” and individually, a “Second Amendment Consenting Lender”), and PNC BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
A. Borrower, Administrative Agent and the Lenders entered into that certain Credit Agreement dated as of November 9, 2022 (as amended by that certain First Amendment to Credit Agreement dated as of December 23, 2022 and as otherwise amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”).
B. Borrower has requested that the Existing Credit Agreement be amended and modified as described herein.
C. Borrower, Administrative Agent, and the Second Amendment Consenting Lenders have agreed, upon the following terms and conditions, to amend the Existing Credit Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual promises herein contained, and for other valuable consideration, the parties hereto agree as follows:
1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Existing Credit Agreement shall have the meaning assigned to such term in the Existing Credit Agreement.
2. Amendments to the Credit Agreement. As of the Second Amendment Effective Date, Section 1.01 of the Existing Credit Agreement is hereby amended (the Existing Credit Agreement, as affected and so amended by this Agreement, being referred to as the “Amended Credit Agreement”) by amending and restating the following defined terms as follows:
“Commitment Termination Time” means the earliest of (i) immediately following the funding of any Borrowing on the Funding Date, (ii) immediately following the consummation of the Acquisition, regardless of whether the Funding Date has occurred, (iii) the termination of the Acquisition Agreement on the Termination Date (as defined in the Acquisition Agreement) and (iv) December 29, 2023 (it being understood and agreed that the Funding Date may occur on such date).
“Maturity Date” means the earliest of (a) the two year anniversary of the Funding Date, (b) the effective date of (x) if the Funding Date has not occurred, any other termination or cancellation of the Aggregate Commitments and (y) if the Funding Date has occurred, the acceleration in full of the Total Outstandings under this Agreement and (c) June 30, 2025.
3. Effectiveness. This Agreement shall be effective upon satisfaction of the following conditions precedent:
(a) Agreement. The Administrative Agent shall have received this Agreement, duly executed and delivered by the Borrower and the Second Amendment Consenting Lenders;
(b) Fees; Costs and Expenses. The Borrower shall have paid all fees and expenses required to be paid on or before the Second Amendment Effective Date (including, to the extent invoiced at least two (2) Business Days prior to the Second Amendment Effective Date, all Attorney Costs).
4. Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and Second Amendment Consenting Lenders as follows:
(a) Due Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement, are within the corporate powers of the Borrower, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any Governmental Authority (except such as has been obtained), do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries, or result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.
(b) Binding Effect. This Agreement constitutes a valid and binding agreement of the Borrower, and constitutes a valid and binding obligation of the Borrower, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or similar laws of general application relating to the enforcement of creditors’ rights.
(c) Representations and Warranties. The representations and warranties contained in Article V of the Amended Credit Agreement (including without limitation the representation and warranties set forth in Sections 5.04(c) and 5.05 of the Amended Credit Agreement) and the other Loan Documents are true and correct in all material respects (except representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects or if qualified by materiality or material adverse effect, true and correct in all respects; provided that the representation and warranty made in Section 5.12(a) of the Amended Credit Agreement is true and correct in all respects) on and as of the date hereof (except to the extent that any such representation or warranty relates to an earlier date or period, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date or period), and except that for purposes of this Section 4(c), the representations and warranties contained in subsections (a) and (b) of Section 5.04 of the Amended Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Amended Credit Agreement.
(d) No Event of Default or Default. No event has occurred and is continuing, or would result from the execution of this Agreement, which constitutes an Event of Default or Default.
5. Miscellaneous.
(a) Limitation on Agreements. The amendments set forth herein are limited precisely as written and shall not be deemed: (i) to be a consent under or waiver of any other term or condition in the Amended Credit Agreement or any of the other Loan Documents; or (ii) to prejudice any right or rights which the Administrative Agent and Lenders now have or may have in the future under, or in connection with the Amended Credit Agreement, as amended hereby, the Notes, the other Loan Documents or any of the other documents referred to herein or therein. From and after the date of this Agreement, all references in the Loan Documents to the Existing Credit Agreement shall be deemed to be references to the Amended Credit Agreement after giving effect to this Agreement, and each reference to “hereof,” “hereunder,” “herein”, “hereby” or “this Credit Agreement” and each other similar reference contained in the Existing Credit Agreement shall from and after the date hereof refer to the Amended Credit Agreement.
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(b) Ratification. The Existing Credit Agreement, as hereby amended, is hereby ratified and confirmed in all respects and shall remain in full force and effect. The Loan Documents, as they may be amended or affected by this Agreement, are hereby ratified and confirmed in all respects.
(c) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or e-mail shall be effective as delivery of a manually executed counterpart of this Agreement.
(d) ENTIRE AGREEMENT. THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
(e) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.
(f) WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
(g) Payment of Expenses. Section 10.04 of the Amended Credit Agreement shall apply to this Agreement, mutatis mutandis.
(h) Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
(i) Loan Document. This Agreement shall constitute a “Loan Document” under and as defined in Section 1.01 of the Amended Credit Agreement.
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(j) Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
[Remainder of Page Intentionally Left Blank.
Signature Pages Follow.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
| BORROWER: | ||
| EQT CORPORATION | ||
| By: | /s/ David M. Khani | |
| Name: David M. Khani | ||
| Title: Chief Financial Officer | ||
Signature Page to
Second Amendment to Credit Agreement
PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent and as a Second Amendment Consenting Lender | ||
| By: | /s/ Kyle T. Helfrich | |
| Name: | Kyle T. Helfrich | |
| Title: | Senior Vice President | |
Signature Page to
Second Amendment to Credit Agreement
| MIZUHO BANK, LTD., as a Second Amendment Consenting Lender | ||
| By: | /s/ Edward Sacks | |
| Name: | Edward Sacks | |
| Title: | Executive Director | |
Signature Page to
Second Amendment to Credit Agreement
| ROYAL BANK OF CANADA, as a Second Amendment Consenting Lender | ||
| By: | /s/ Don J. McKinnerney | |
| Name: | Don J. McKinnerney | |
| Title: | Authorized Signatory | |
Signature Page to
Second Amendment to Credit Agreement
| BANK OF AMERICA, N.A., as a Second Amendment Consenting Lender | ||
| By: | /s/ Salman Samar | |
| Name: | Salman Samar | |
| Title: | Director | |
Signature Page to
Second Amendment to Credit Agreement
| CITIBANK, N.A., as a Second Amendment Consenting Lender | ||
| By: | /s/ Jeff Ard | |
| Name: | Jeff Ard | |
| Title: | Vice President | |
Signature Page to
Second Amendment to Credit Agreement
| JPMORGAN CHASE BANK, N.A., as a Second Amendment Consenting Lender | ||
| By: | /s/ Sofia Barrera Jaime | |
| Name: | Sofia Barrera Jaime | |
| Title: | Vice President | |
Signature Page to
Second Amendment to Credit Agreement
| MUFG Bank, Ltd., as a Second Amendment Consenting Lender | ||
| By: | /s/ Anastasiya Bykov | |
| Name: | Anastasiya Bykov | |
| Title: | Authorized Signatory | |
Signature Page to
Second Amendment to Credit Agreement
| WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Second Amendment Consenting Lender | ||
| By: | /s/ Michael Real | |
| Name: | Michael Real | |
| Title: | Managing Director | |
Signature Page to
Second Amendment to Credit Agreement
| Credit Suisse AG, New York Branch, as a Second Amendment Consenting Lender | ||
| By: | /s/ D. Andrew Maletta | |
| Name: | D. Andrew Maletta | |
| Title: | Authorized Signatory | |
| By: | /s/ Michael Wagner | |
| Name: | Michael Wagner | |
| Title: | Authorized Signatory | |
Signature Page to
Second Amendment to Credit Agreement
| Sumitomo Mitsui Banking Corporation, as a Second Amendment Consenting Lender | ||
| By: | /s/ Jeffrey Cobb | |
| Name: | Jeffrey Cobb | |
| Title: | Director | |
Signature Page to
Second Amendment to Credit Agreement
| THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, as a Second Amendment Consenting Lender | ||
| By: | /s/ Marc Graham | |
| Name: | Marc Graham | |
| Title: | Managing Director | |
Signature Page to
Second Amendment to Credit Agreement
| THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Second Amendment Consenting Lender | ||
| By: | /s/ Evans Swann | |
| Name: | Evans Swann | |
| Title: | Authorized Signatory | |
Signature Page to
Second Amendment to Credit Agreement
| TRUIST BANK, as a Second Amendment Consenting Lender | ||
| By: | /s/ Lincoln LaCour | |
| Name: | Lincoln LaCour | |
| Title: | Director | |
Signature Page to
Second Amendment to Credit Agreement
| U.S. Bank National Association, as a Second Amendment Consenting Lender | ||
| By: | /s/ John Prigge | |
| Name: | John Prigge | |
| Title: | Senior Vice President | |
Signature Page to
Second Amendment to Credit Agreement
| FIRST NATIONAL BANK OF PENNSYLVANIA, as a Second Amendment Consenting Lender | ||
| By: | /s/ David G. Schaich | |
| Name: | David G. Schaich | |
| Title: | Senior Vice President | |
Signature Page to
Second Amendment to Credit Agreement
| M&T Bank, as a Second Amendment Consenting Lender | ||
| By: | /s/ Stephen Hoffman | |
| Name: | Stephen Hoffman | |
| Title: | Senior Vice President | |
Signature Page to
Second Amendment to Credit Agreement
| CITIZENS BANK, N.A., as a Second Amendment Consenting Lender | ||
| By: | /s/ Carl S. Tabacjar, Jr. | |
| Name: | Carl S. Tabacjar, Jr. | |
| Title: | Senior Vice President | |
Signature Page to
Second Amendment to Credit Agreement
| BARCLAYS BANK PLC, as a Second Amendment Consenting Lender | ||
| By: | /s/ Sydney G. Dennis | |
| Name: | Sydney G. Dennis | |
| Title: | Director | |
Signature Page to
Second Amendment to Credit Agreement
| Community Bank, as a Second Amendment Consenting Lender | ||
| By: | /s/ Stephen Cobain | |
| Name: | Stephen Cobain | |
| Title: | Executive Vice President, Community Bank | |
Signature Page to
Second Amendment to Credit Agreement